Common use of Separation Payment Clause in Contracts

Separation Payment. Upon termination of employment for any reason, the Executive shall be entitled to: (A) the sum of his annual Base Salary from the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release.

Separation Payment. Upon termination The Company and Executive hereby agree that, contingent upon Executive’s execution and non-revocation of employment for any reasonand compliance with this Agreement, Executive will be entitled to the benefits described in this Section 2, which equal the benefits to which Executive would be entitled under Section 8(c) of the Employment Agreement (“Involuntary Termination in Connection with a Change in Control”). Conditioned upon Executive’s execution and non-revocation of and compliance with this Agreement, including the releases and covenants that form a material part of this Agreement, which Agreement shall have become effective and irrevocable on the seventh (7th) day following the date Executive executes this Agreement (the “Release Effective Date”), and, contingent upon this Agreement becoming so effective, the Company shall provide to Executive the following payments, which are consistent with Section 8(c) of the Employment Agreement: (a) An amount equal to $415,000, which represents twelve (12) months of Executive’s base salary at the rate in effect as of the Separation Date. Such payment shall be entitled to: paid in substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the twelve (A12) month period following the Separation Date (the “Severance Period”). The first payment with respect to the amounts set forth above in this Section 2(a) shall occur within seven (7) business days following the Release Effective Date and shall include any salary continuation payments that Executive would have received on or prior to the Release Effective Date but for the delay that occurs while waiting for this Agreement to become effective and irrevocable. (b) Accelerated vesting of 8939 stock options, which Executive acknowledges and agrees represents all of the stock options granted to Executive prior to the Separation Date that are unvested and outstanding as of the Separation Date. Such stock options, as well as all stock options that are otherwise vested and outstanding as of the Separation Date, shall remain outstanding and exercisable for the “Exercise Period” (as defined below) in accordance with the terms of the Company’s 2016 Equity Incentive Plan and the applicable stock option agreement. (c) Subject to Executive’s eligibility and timely election to continue health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following the Separation Date, the Company shall pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (i) the sum close of his annual Base Salary from the Severance Period, (ii) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (iii) the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payment shall be paid in substantially equal installments on the Company’s regular payroll schedule and related subject to standard deductions and withholdings during the Severance Period. (d) For purposes of this Agreement, the “Exercise Period” means the period commencing on the Separation Date and ending upon the earlier to occur between (i) the expiration date applicable to the performance of his duties and responsibilities for stock option set forth in the Parent during applicable stock option agreement (the period ending on the termination date to be paid according to Section 8; (C“Expiration Date”) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (Dii) three (3) months after the Separation Date; provided, however, that if during any part of such three (3) month period the stock option is not exercisable solely because of the condition set forth in Section 6 of the applicable stock option agreement (the “Securities Law Compliance”) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are stock option will not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, expire until the earlier of (A) a the Expiration Date or until it has been exercisable for an aggregate period of one three (13) year months after the Executive’s death or Separation Date; provided further, if during any part of such three (B3) month period, the original term sale of any common stock of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration Company received upon exercise of the Employment Period (including due to his death or Disabilitystock option would violate the Company’s xxxxxxx xxxxxxx policy, as defined in Section 11(b)) unless then the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or stock option will not expire until the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum earlier of the Executive’s Base Salary, Annual Bonus and Share Awards earned Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the Separation Date during which the year immediately preceding the date of termination (herein the “Separation Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder sale of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% common stock of the Separation Payment shall be paid within thirty (30) days Company received upon exercise of the Executivestock option would not be in violation of the Company’s termination of employment (“Initial Payment”), provided that the Executive has executed a releasexxxxxxx xxxxxxx policy.

Separation Payment. Upon termination A. Employee understands and agrees that the consideration and other promises and payments under this Section 2 are contingent on, and in exchange for, Employee’s execution and non-revocation of employment for any reasonthis Agreement and Employee’s compliance with the terms of this Agreement and Section 7 of the Employment Agreement (collectively, the Executive “Employee’s Obligations”). Employee understands and agrees that Employee will not be entitled to, and the Company will not be obligated to pay the consideration or perform the other promises specified in this Section 2, unless Employee satisfies Employee’s Obligations. Employee further understands and agrees that in the event (i) Employee breaches the provisions of this Agreement, (ii) within ninety (90) days following the Change in Control, Employee becomes engaged or retained, as an employee, consultant, independent contractor, or otherwise, on a full-time basis, by the acquirer or an affiliate of the acquiror following the Change in Control, or (iii) the Company becomes aware of actions by Employee that would be or have been grounds for termination for Cause (as defined in the Employment Agreement), the Company shall be entitled to: (Ax) the sum of his annual Base Salary from the date of termination to be paid according to Section 4immediately cease any and all remaining payments under this Agreement; (By) immediate repayment of any amounts paid to Employee under this Section 2, plus, if Employee fails to timely repay the Company such severance, any fees and expenses incurred by the Company to collect such repayment, unless prohibited by applicable law, and with the exception that Employee may retain $1,000, which shall serve as sufficient consideration for the releases and waivers contained herein, which shall remain fully enforceable in their entirety; and/or (z) any and all reasonable expenses paid or incurred by the Executive in connection with and related available remedies under applicable law. B. In exchange for Employee’s adherence to the performance terms and conditions of his duties this Agreement and responsibilities for the Parent during Release detailed below, the period ending on the termination date to be paid according Company will pay Employe, pursuant to Section 8; (C5(c)(iv) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or DisabilityAgreement, as defined amended, a retention bonus of $35,000, less applicable withholdings and deductions, and make a separation payment to Employee in Section 11(b)) unless the Executive’s employment is terminated total gross amount of $148,302.33 (which for Cause (as defined in Section 11(c)) or clarity includes six months of salary continuation and the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than aggregate premiums for a Change in Control as provided in Section 11(d) and Section 11(f)six months of continuation of group health benefits), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salaryless applicable withholdings and deductions (collectively, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”). The Parties hereby agree, or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; providedEmployee expressly acknowledges, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time Company will make the Separation Payment is first payable under in a lump sum by direct deposit on the applicable Company’s regular payday, following: (i) Company’s receipt of an original Agreement duly executed by Employee, (ii) Employee’s return of all Company property to Company in accordance with Section 5, below, (iii) the expiration of the revocation period specified in Section 4H, below, without revocation of the Agreement by Employee; and (iv) Employee’s submission of all applicable Internal Revenue Service (“IRS”) Forms to Company. There will be appropriate tax withholdings from this Section 6 Separation Payment, and this Separation Payment will be reported on an IRS W-2 Form issued to Employee. Should Employee prefer another method of receiving the Executive complies with Separation Payment, other than direct deposit, Employee shall notify Company in writing of Employee’s election. Employee and any of his other obligations under Section 13 of this Agreement. Subject eligible dependent shall be eligible to continue, at Employee’s sole cost, participation, in the Company’s health insurance pursuant to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a releaseConsolidated Omnibus Budget Reconciliation Act.

Separation Payment. Upon termination of employment Provided that the Transition Period has not been terminated early pursuant to Section 3 hereof, and in consideration for any reason, and conditioned upon the First Execution and the Second Execution (and Executive’s non-revocation thereof): a. Executive shall be entitled to: (A) paid a lump sum cash payment equal to the sum of his annual Base Salary from (x) Executive’s then-current base salary of no less than $450,000 and (y) the date Annual Bonus for the fiscal year ending December 31, 2022 of termination no less than $1,020,000, which shall be payable within sixty (60) days following the Separation Date. b. All of Executive’s then-unvested equity shall be subject to be paid according to Section 4; (B) any the terms and all reasonable expenses paid or incurred conditions as set forth in the award agreements evidencing such awards, as if Executive’s employment has been terminated by the Company without cause; provided that the restriction on Competition (as defined therein) shall not apply. c. If Executive is enrolled in connection with Tiptree’s group medical, dental and/or vision plans on the Separation Date, Executive may elect to continue Executive’s participation and related that of Executive’s eligible dependents in those plans for a period of time pursuant to the performance of his duties federal law known as “COBRA” or similar applicable state law (together, “COBRA”). Executive may make such an election whether or not Executive accepts this Agreement. However, if Executive accepts this Agreement and responsibilities for the Parent during the period ending on the termination date Executive timely elects to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the continue Executive’s deathparticipation and that of Executive’s eligible dependents under COBRA, such options Tiptree will pay Executive’s portion of Executive’s monthly premiums that is above the rate paid by active Tiptree employees (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such optionsthe “Monthly Premium Reimbursement”), until the earlier of (Ai) eighteen (18) months or (ii) the date Executive becomes eligible for coverage with a period subsequent employer. In the event that Executive elects to waive COBRA coverage and enrolls in Medicare supplemental coverage or individual market coverage or elects a combination thereof (whether individually or through her LLC), Tiptree shall pay an amount not to exceed the Monthly Premium Reimbursement toward the cost of one premiums for such coverage. d. For the avoidance of any doubt, Executive or her estate shall be entitled to the payments and benefits set forth in this Section 2 if (1i) year after the Executive’s her employment ends as a result of her death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause Disability (as defined in Section 11(cthe Employment Agreement), (ii) her employment ends for any reason after the Transition Date but before the end of the Project Period; (iii) or if the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with Company materially breaches this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the breach has not been cured within 30 days of written notice provided by Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid Company within thirty (30) 90 days of the Executive’s termination occurrence of employment (“Initial Payment”), such breach and provided that Executive terminates her employment within 60 days of the Executive has executed a releaseexpiration of such cure period.

Separation Payment. Upon termination of employment for any reason, If the Executive shall be entitled to: (A) the sum of his annual Base Salary incurs a “separation from service” from the date Company (within the meaning of termination to be paid according to Section 4; 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and Treasury Regulation Section 1.409A-1(h)) (Ba “Separation from Service”) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance reason of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as a separation of the Executive’s deathemployment by the Company without Cause, such options by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition to the Accrued Obligations, and subject to the conditions set forth in this Section 7(A)(i), the Company shall pay the Executive (as well as any Share Awards that previously became vested and exercisable) or to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death heirs, beneficiaries or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disabilityestate, as defined applicable) severance in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash an amount equal to the sum of one (1) times the Executive’s Annual Base Salary, Annual Bonus and Share Awards earned during the year Salary in effect immediately preceding prior to the date of termination the Executive separates from employment (herein the “Separation PaymentSeverance”), less taxes and other applicable withholdings, payable over a period of twelve (12) months, in twelve ) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the amount payable (including Executive’s Base Salaryheirs, Annual Bonus beneficiaries, or estate, as applicable) execute and Share Awardsdeliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) for days (or, to the remainder extent required by law, forty-five (45) days) following the effective date of the Employment Period then in effectseparation of employment, if greater; provided, and that the Executive executes an agreement releasing Parent not revoke such Release during any applicable revocation period. Upon timely execution and its affiliates from any liability associated with this Agreement and such release is irrevocable at delivery of the time the Separation Payment is first payable under this Section 6 and Release by the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of or the Executive’s termination heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of employment (“Initial Payment”), provided the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive has executed delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a releaselonger period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation period.

Separation Payment. Upon Employee is a signatory under an Executive Severance Agreement dated February 12, 2008 and agreed to all the terms and conditions of that Severance Agreement. The Employee’s termination from Matrix is a triggering event for payment of the severance benefit set forth in the Executive Severance Agreement. In consideration for participation in the Executive Severance Agreement and in consideration of the representations, covenants and mutual promises set forth in this Agreement, the severance benefit shall consist of the following: (i) MATRIX will pay Employee (A) one (1) year’s base salary plus (B) the average of bonuses paid to Employee in the two (2) prior calendar years and the bonus that Employee would have received for the current calendar year, in each case, less customary payroll deductions (the “Severance Pay”). Employee will receive the Severance Pay referred to in clause (A) above in a lump sum seven (7) days after his execution of this Agreement unless this Agreement is otherwise revoked in accordance with Paragraph 5 below. Employee will receive the Severance Pay referred to in clause (B) above no later than ten (10) days following certification of the bonus amounts for fiscal 2014 by the Compensation Committee of the Board of Directors of MATRIX, which is expected to take place on August 26, 2014. (ii) MATRIX will provide Employee with an outplacement allowance consisting of the following and subject to the following conditions: Reimbursement to the entity that provides outplacement services to Employee for the actual costs of reasonable outplacement services directly related to the termination of employment for any reasonhereunder, the Executive shall be entitled to: which expenses (A) are incurred and the sum of his annual Base Salary from the date of termination to be paid according to Section 4invoice received by MATRIX no later than December 31, 2014; (B) are no greater than the maximum amount of $5,000 in the aggregate and (C) have been approved by MATRIX in advance of such expenditures. Such reimbursement shall be paid on a timely basis following submission of invoices properly substantiating such expenses. Outplacement services may consist of any services which are customarily provided to departing employees, including with limitation, assistance with resume preparation, training with respect to modern job searching techniques and all reasonable expenses paid or incurred by the Executive in connection coaching with and related respect to the performance of his duties and responsibilities employment interviews. (iii) MATRIX will reimburse Employee for the Parent during the payments Employee makes for COBRA coverage for a period ending on December 31, 2014, provided Employee timely elects and pays for continuation coverage pursuant to the termination date Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. COBRA reimbursements will be made by MATRIX to Employee consistent with MATRIX’s normal expense reimbursement policy, provided that Employee submits documentation to MATRIX substantiating his payments for COBRA coverage. Notwithstanding the foregoing, if Employee, Employee’s spouse, or Employee’s dependent becomes eligible to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held covered by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such optionsemployer-sponsored group health plan or becomes eligible for coverage under any government-sponsored health plan, until reimbursement of COBRA premiums provided under this clause (iii) shall cease. Paragraphs (i) through (iii) together represent consideration for the earlier of representations, agreements, waivers, and releases set forth herein, and upon the terms and conditions herein described (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”). Employee further acknowledges and agrees that this Separation Payment includes consideration to which he would not otherwise be entitled but for this Agreement. Employee understands and agrees that MATRIX is under no obligation to offer, pay, or tender The Separation Payment unless and until the amount payable (including Executive’s Base Salary, Annual Bonus Employee executes and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with signs this Agreement and such release is irrevocable at knowingly and voluntarily releases the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreementclaims described herein. Subject to the terms hereof, 100% The Parties agree that payment of the Separation Payment shall not be paid within thirty (30) days construed as an admission of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a releaseliability for any alleged damages or wrongdoing by MATRIX.

Separation Payment. Upon termination (i) Employer will pay Employee the gross amount of employment for any reasonThirty-Nine Thousand Four Hundred Eighty Three and 33/100 Dollars ($39,483.33), less applicable taxes and withholdings, which amount will be paid in consecutive semi monthly installments of Nine Thousand Eight Hundred Seventy and 83/100 Dollars ($9,870.83), less applicable taxes and withholdings, until paid in full. Payment will be made on Employer’s regular semi monthly paydays, commencing with the Executive shall first regular semi monthly payday of Employer that occurs after the Employee timely signs and delivers this Agreement to Employer. The final installment may be entitled to: (A) less than the sum of his annual Base Salary from regular semi monthly installments to the date of termination extent necessary so as not to exceed the gross amount to be paid according to Section 4; (B) any Employee. Employer’s obligation to pay Employee the above payment, and all reasonable expenses paid or incurred by Employee’s right to receive and retain the Executive in connection with and related same, shall be subject to Employee’s adherence to the performance of his duties terms and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 conditions of this Agreement. Subject The payments are subject to modification with the approval of Employee to comply with Section 409A of the Internal Revenue Code of 1986, as amended. (ii) Employee’s health and medical benefits in effect as of the Effective Date shall terminate effective December 31, 2011. Thereafter, Employee may choose to continue health and medical coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Employee will be responsible for the payment of COBRA benefits should she elect to continue health coverage under COBRA after December 31, 2011. Employee agrees that the qualifying event for electing to continue Employee’s health and medical benefits under COBRA is the Effective Date. Notwithstanding, provided Employee timely elects to continue Employee’s health and medical benefits under COBRA, Employer shall pay for the months of January and February 2012 that portion of Employee’s health and medical benefit costs that Employer would have paid had Employee continued to remain employed by Employer. Employee shall be responsible for her portion of health and medical benefit costs (as she would have paid prior to the terms hereof, 100% Effective Date) for the months of the Separation Payment January and February 2012 and shall be paid within thirty (30) days of responsible for all health and medical costs to the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a releaseextent she maintains COBRA continuation coverage beyond February 2012.

Separation Payment. Upon termination of employment (a) In consideration for any reasonentering into this Agreement, the Executive Employer shall be entitled to: (A) pay to the Employee the sum of his annual Base Salary from the date of termination to be paid according to Section 4; Four Hundred Thirty Eight Thousand Dollars (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)$438,000), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination less legally required payroll deductions (herein the “Separation Payment”), or which sum shall be paid to Employee in accordance with the amount payable Company’s regular payroll practices in twenty-six (including Executive’s Base Salary, Annual Bonus and Share Awards26) for biweekly installments commencing the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time first pay period following the Separation Payment is first payable under this Section 6 Date. (b) The Company also agrees to pay to Employee the sum of Twenty-Four Thousand Eight Hundred Seven Dollars and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereofSixty-Nine Cents ($24,807.69), 100% less legally required payroll deductions, for Employee’s vacation and personal days as of the Separation Payment Date, which sum shall be paid within thirty (3014) days of the Executive’s Separation Date. (c) The Company also agrees to pay to Employee an additional amount equal to the bonus payment, including any discretionary payment, Employee would have received had Employee received a “3” or “Meets Expectations” performance rating under and, other than with regard to the termination of Employee’s employment hereunder, subject to the terms and conditions of the Company’s Annual Management Supplemental Program in effect for the 2007 fiscal year, less legally required payroll deductions, which additional amount shall be prorated based on the length of employment during the 2007 fiscal year. The Company agrees to pay said additional amount on the date that the Employer makes bonus payments to eligible employees but no later than April 15, 2008. (d) The Employer and Employee agree that Section 2 of the Transfer Restriction Agreement dated January 27, 2006 (the “Initial PaymentTransfer Restriction Agreement”) shall be amended in its entirety to state the following and such amendment shall supersede said section of the Transfer Restriction Agreement: “The Transfer Restrictions shall lapse with respect to the Options Shares on the date the Severance Agreement and Release is executed by the Employee.” Capitalized terms not otherwise defined in this subparagraph shall have the meanings ascribed to them in the Transfer Restriction Agreement. Moreover, the Employee acknowledges that Employee (i) elected to have all outstanding stock options re-priced to the measurement date price determined by the Company, (ii) agreed to repay to the Company an amount equal to the difference between the exercise price and the correct measurement date price for stock options previously exercised by Employee, which amount is currently estimated to be Three Thousand Seven Hundred Seventy-Three Dollars ($3,773) but is subject to final determination by the Company, and (iii) agrees that Employee continues to be bound by said terms with respect to Employee’s stock options. The Employee also acknowledges that the issuance of shares of the Company’s common stock upon the exercise of any stock option has been temporarily suspended and that Employee continues to be subject to such temporary suspension until further notice from the Company. After such temporary suspension has been lifted, the Employee shall have the same period of time to exercise any vested but unexercised stock options as other similarly situated employees, as determined by the Company in its sole discretion, who have terminated their employment during the temporary suspension. (e) The parties acknowledge that they shall continue to be bound by the Performance Award Agreement dated January 30, 2006, including the amendment to the Performance Award Agreement dated July 9, 2007 (collectively, the “Performance Award Agreement”), provided which are attached hereto as Exhibit A. For purposes of the Performance Award Agreement, the Employee and Company acknowledge and agree that (1) Employee’s separation from the Company is by mutual agreement of the Employee and Company, and (2) Employee shall be deemed to have been employed a full calendar month during the month of July 2007. (f) The Employer represents and warrants, and the Employee acknowledges, that the Executive has executed a releaseconsideration paid to the Employee under this Agreement is at least equal to or exceeds the amount the Employee would ordinarily be entitled to upon termination of the Employee’s employment.

Separation Payment. Upon termination of employment In consideration for any reasonthe EXECUTIVE Agreement (including the First Release (as defined in Paragraph 5(a) below) and the Second Release (as defined in Paragraph 6 below)), the Executive COMPANY shall provide (or cause to be entitled to: (A) provided), for the sum benefit of his annual Base Salary from the EXECUTIVE, a one-time cash payment in the aggregate of $3,750,000.00 ( Separation Payment , paid on payroll date following the date that the Second Release becomes effective and irrevocable in accordance with its terms. Except in the case of termination the COBRA Subsidy (as defined in Paragraph 3 below), payment of the Separation Payment to be paid according to Section 4; (B) the EXECUTIVE shall constitute a full and valid discharge of the COMPANY paration Payment and other consideration described herein represents a settlement of any and all reasonable expenses paid claims the EXECUTIVE or incurred by any of the EXECUTIVE Releasing Parties have or ever had against the COMPANY or any of the COMPANY Released Parties (as defined in Paragraph 5(a)) from the beginning of time to the Effective Date of this Agreement, except for the Indemnification Rights (as defined in Paragraph 4) and the Executive Protections (as defined in connection with and related Paragraph 5(d)). (a) The Separation Payment will be paid to the performance of his duties EXECUTIVE through the s payroll, less applicable tax withholding. (b) The EXECUTIVE acknowledges and responsibilities agrees that: (i) the Separation Payment, COBRA Subsidy, and other consideration that she is receiving pursuant to this Agreement constitute just and sufficient consideration for the Parent during the period ending on the termination date to be paid according to Section 8waivers, releases, and promises set forth herein; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (Dii) the sum consideration set forth in this Agreement constitutes full accord and satisfaction for all amounts due and owing to the EXECUTIVE, including, but not limited to, all salary, draw, incentive compensation, commissions, bonuses, wages, overtime, expense reimbursements, or other payments or forms of his annual Bonus from remuneration of any kind or nature, except for the date of termination to be paid according to Section 5(aAccrued Obligations (as defined in Paragraph 4), the Indemnification Rights (as defined in Paragraph 4), and the Executive Protections (as defined in Paragraph 5(d)); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (Biii) the original term of the option, if such Share Awards is EXECUTIVE has consulted with an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of attorney before executing this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release.

Separation Payment. Upon termination of employment for any reason(a) If Employee executes this Agreement and does not revoke it as provided in Section 6 below, the Executive shall Company will provide to Employee a separation payment in the amount of $271,233, less applicable withholdings (the “Payment”). This Payment, which represents 8 months of Employee’s base pay, will be entitled to: paid in a lump sum on the Company’s next regularly scheduled payroll date that is at least fourteen (A14) the sum of his annual Base Salary business days from the date Effective Date of termination this Agreement, as provided in Section 6 below. (b) Employee shall receive a 2023 annual bonus plan payment representing a 100% target of salary for four (4) months of credited service. The bonus target of $135,617, is subject to the application of the 2023 bonus plan performance metrics as approved by the Company’s board of directors (the “Board”). The bonus payment is to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related a lump sum to the performance Employee at the same time and in the same manner as regular annual bonuses are distributed to other similarly situated senior executives of the Company. (c) Employee shall receive a lump sum bonus payment in the amount of $40,000, less applicable withholdings, for extending his duties and responsibilities for the Parent leadership to an additional corporate function during the period ending a leadership transition. This payment will be paid in a lump sum on the termination Company’s next regularly scheduled payroll date that is at least fourteen (14) business days from the Effective Date of this Agreement. (d) All outstanding options to be paid according to Section 8; purchase Company common stock and any restricted stock, restricted stock units, profits interest units or other equity interest in the Company (Ceach separate award, an “Equity Interest”) any accrued but unused vacation time through held by Employee as of the termination date Separation Date that would have otherwise vested in accordance with Parent policy; and its terms, absent termination of employment, during the twelve (D12) month period immediately following the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent Separation Date shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully become vested and exercisable as of the Executive’s deathSeparation Date and each award agreement governing such Equity Interest shall be, such and hereby is, amended to provide that any options or restricted stock units, as applicable, that would have otherwise vested in accordance with their terms, absent termination of employment, during the twelve (as well as any Share Awards that previously became 12) month period immediately following the Separation Date shall become vested and exercisable, as applicable, as of the Separation Date. After giving effect to the accelerated vesting and exercisability, as applicable, set forth in the preceding sentence, any options and/or restricted stock units that remain unvested as of the Separation Date shall be forfeited in their entirety at such time, and Employee shall have no further right, title or interest in or to such unvested equity interests as of the Separation Date. (e) Employee shall be entitled to remain exercisable, notwithstanding anything exercise stock options granted by the Company or its parent company in accordance with the terms of such stock options (and any other agreement plans governing such stock options, ) that are vested and exercisable as of the Separation Date until the earlier of (A) a period of one (1) year after the Executive’s death or (Bi) the original term fifth anniversary of the optionSeparation Date and (ii) the expiration date of such stock options. (f) Employee is eligible to receive thirty-five (35) flight hours on a Citation Excel in 2023, if such Share Awards is an optiongranted in quarterly increments. Additionally, if the Executive’s employment is terminated prior to expiration As of the Employment Period Separation Date, Employee has received the Q1 grant of eight (including due 8) Excel hours. In lieu of receiving the remaining 2023 quarterly grants of eight (8) Excel hours for each Q2 and Q3 and eleven (11) Excel hours for Q4, employee shall receive a cash payment equivalent to his death or Disabilitythe sum of twenty-seven (27) Excel hours valued at $176,310. This amount will be paid in a lump sum, as defined in Section 11(b)less applicable withholdings, on the Company’s next regularly scheduled payroll date that is at least fourteen (14) unless business days from the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control Effective Date of this Agreement, as provided in Section 11(d6 below. (g) Employee acknowledges and Section 11(f)), agrees that the Executive shall be entitled to receive a cash amount equal to the sum Separation Payments constitutes adequate consideration for all of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date terms of termination (herein the “Separation Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of does not include any benefit, monetary or otherwise, that was earned or accrued or to which Employee was already entitled without signing this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release.

Separation Payment. Upon termination of employment for any reason, the Executive shall be entitled to: (A) the sum of his annual Base Salary from the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities As consideration for the Parent during release of claims provided by Section 9 hereof and the period ending on release of claims set forth in Exhibit A hereto (the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a“Release”); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined covenants set forth in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f))6 hereof, the Executive Bank shall be entitled to receive a cash pay Xx. Xxxxxxx an amount equal to $6,083 per month for the sum first three months of 2020 and $9,083 per month for the Executive’s Base Salarylast nine months of 2020 (collectively, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”), or with such amount to be (i) paid in accordance with the amount payable Bank’s normal payroll practices, (including Executive’s Base Salary, Annual Bonus ii) subject to such deductions and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, withholding that the Executive executes an agreement releasing Parent Bank determines are required by law, (iii) subject to the Release set forth in Section 9 hereof not being revoked by Xx. Xxxxxxx during the Revocation Period as defined in Section 9(f) hereof, (iv) further subject to the Release set forth in Exhibit A hereto being executed on or within 10 business days following the Separation Date and its affiliates from not being revoked by Xx. Xxxxxxx during the Revocation Period as defined in Section 2(f) of Exhibit A, and (v) further subject to Xx. Xxxxxxx’x employment as Special Projects Manager or service as Chairman Emeritus not being terminated for Cause as defined in Section 5(a) hereof. In the event either (i) Xx. Xxxxxxx does not timely execute the Release set forth in Exhibit A hereto or revokes the release of claims set forth in either Section 9 hereof or Exhibit A hereto, or (ii) Xx. Xxxxxxx’x employment as Special Projects Manager or service as Chairman Emeritus is terminated for Cause as defined in Section 5(a) hereof, then Xx. Xxxxxxx shall not be entitled to receive any liability associated with this Agreement Separation Payments not yet paid and such release shall be required to return any Separation Payments previously paid. In the event (x) the Release is irrevocable at timely executed and is not revoked during the time Revocation Period, (y) Xx. Xxxxxxx’x employment as Special Projects Manager or service as Chairman Emeritus is not terminated for Cause, and (z) Xx. Xxxxxxx dies before the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereofhas been fully paid, 100% then all remaining installments of the Separation Payment which remain unpaid as of the date of Xx. Xxxxxxx’x death shall be paid within thirty (30) days of to Xx. Xxxxxxx’x beneficiaries or estate at the Executive’s termination of employment (“Initial Payment”), provided that same time and in the Executive has executed a releasesame amount as they would have been paid to Xx. Xxxxxxx.

Separation Payment. Upon termination of employment (a) In consideration for any reasonentering into this Agreement, the Executive Employer shall be entitled to: (A) pay to the Employee the sum of his annual Base Salary from the date of termination to be paid according to Section 4; Nine Hundred Sixty-Seven Thousand Five Hundred Dollars (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)$967,500), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination less legally required payroll deductions (herein the “Separation Payment”). Of that amount, $322,500 (“Initial Separation Payment”) will be severance pay payable on involuntary termination of employment for good reason under the Employment Agreement dated July 28, 2006, as amended (the “Employment Agreement”) and the balance of $645,000 (“Additional Separation Payment”) will be payable on involuntary termination of employment for good reason under the Employment Agreement. The Company will pay the Initial Separation Payment in thirteen (13) equal bi-weekly installments with the first such installment paid on the first pay period following the Separation Date. The Company will pay the Additional Separation Payment to Employee in twenty-six (26) equal bi-weekly installments with the first such installment paid on the fourteenth (14th) pay period following the Separation Date. The parties acknowledge that they have reviewed the matter and have determined that the restrictions of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, concerning payments to “specified employees” are not applicable to the Initial Separation Payment and that the Initial Separation Payment is not subject to any delay of payment because the Initial Separation Payment qualifies as separation pay under Treasury Regulation 1.409A-1(b)(9) which is exempt from the restrictions of Section 409A. The parties intend that the Initial Severance Payment under this Section and the continuation of health benefits under Section 3(a) will qualify as exempt from the restrictions of Section 409A of the Code, as amended, and final regulations under Section 409A. Notwithstanding any other provision of this Agreement, to the extent any payments under Section 2(a), 3(a) or both could become subject to penalties, interest and additional income tax under Section 409A of the Code, the parties will cooperate to amend this Agreement to comply with Section 409A and to provide Employee with the same or equivalent value of benefits described under the applicable Section in a manner that does not result in penalties, interest or additional income tax. The Employee will cooperate with the Company to make any amendment, retroactively if necessary, which Employee and the Company reasonably determine necessary or advisable to conform this Agreement to, and to satisfy the conditions of, Section 409A of the Code and related regulations and rulings in a manner that does not result in adverse income tax consequences to Employee. (b) The parties agree that the Employer shall pay to the Employee a bonus in the amount payable of Three Hundred Twenty-Two Thousand Five Hundred Dollars (including Executive$322,500), less legally required payroll deductions, which amount shall be paid on the date the Employer makes the bonus payment to other eligible named executive officers regardless of whether Employee is employed at the payout date. (c) In addition to the payment set forth above in Section 2(a), the parties acknowledge that the Employee shall receive, in Employee’s Base Salaryfinal paycheck to be issued on May 23, Annual Bonus 2008, all wages from May 4-27, 2008 in the total amount of Forty-Two Thousand One Hundred Seventy-Three Dollars and Share AwardsEight Cents ($42,173.08), less legally required payroll deductions, and payment for accrued paid time off in the total amount of Ninety Three Thousand Six Hundred Forty-Eight Dollars and Seventy-Three Cents ($93,648.73), less legally required payroll deductions. (d) for The Employer represents and warrants, and the remainder of the Employment Period then in effect, if greater; providedEmployee acknowledges, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with consideration paid to the Employee under this Agreement and such release is irrevocable at least equal to or exceeds the time amount the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject Employee would ordinarily be entitled to the terms hereof, 100% upon termination of the Separation Payment shall be paid within thirty (30) days of the ExecutiveEmployee’s termination of employment (“Initial Payment”), provided that the Executive has executed a releaseemployment.

Separation Payment. Upon termination of employment for any reason, If the Executive shall be entitled to: (A) the sum of his annual Base Salary incurs a “separation from service” from the date Company (within the meaning of termination to be paid according to Section 4; 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and Treasury Regulation Section 1.409A-1(h)) (Ba “Separation from Service”) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance reason of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as a separation of the Executive’s deathemployment by the Company without Cause, such options by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition to the Accrued Obligations, and subject to the conditions set forth in this Section 7(A)(i), the Company shall pay the Executive (as well as any Share Awards that previously became vested and exercisable) or to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death heirs, beneficiaries or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disabilityestate, as defined applicable) severance in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash an amount equal to the sum of one-half the Executive’s Annual Base Salary, Annual Bonus and Share Awards earned during the year Salary in effect immediately preceding prior to the date of termination the Executive separates from employment (herein the “Separation PaymentSeverance”), less taxes and other applicable withholdings, payable over a period of six (6) months, in six (6) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the amount payable (including Executive’s Base Salaryheirs, Annual Bonus beneficiaries, or estate, as applicable) execute and Share Awardsdeliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) for days (or, to the remainder extent required by law, forty-five (45) days) following the effective date of the Employment Period then in effectseparation of employment, if greater; provided, and that the Executive executes an agreement releasing Parent not revoke such Release during any applicable revocation period. Upon timely execution and its affiliates from any liability associated with this Agreement and such release is irrevocable at delivery of the time the Separation Payment is first payable under this Section 6 and Release by the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of or the Executive’s termination heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of employment (“Initial Payment”), provided the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive has executed delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a releaselonger period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation period.