Common use of Severance Arrangements Clause in Contracts

Severance Arrangements. Upon (x) a Withdrawal without Cause or (y) a Withdrawal due to Resignation within 30 days immediately following the date on which (A) a Change of Control occurs in which either the Limited Partner’s role is not continued or this Agreement is not continued and assumed by the buyer in such transaction, or (B) the Limited Partner first no longer serves as a sole CIO, as a Co-CIO or in a comparable or more senior executive role in the Company (any change in role contemplated by the foregoing clauses (A) or (B), a “Change in Position” as described below); in each case which occurs during the Term, the Limited Partner shall receive: (i) an Annual Bonus for the year in which such Withdrawal without Cause or Withdrawal due to Resignation occurs in an amount equal to the higher of (x) the actual year-to-date bonus calculated pursuant to Schedule A hereto through the time of the Withdrawal without Cause or Withdrawal due to Resignation, and (y) a prorated minimum Annual Bonus of $7,500,000 with such proration based on the fraction of the year of service prior to such Withdrawal without Cause or Withdrawal due to Resignation, such amount to be paid in Current Cash within 60 days of the date of such Withdrawal without Cause or Withdrawal due to Resignation, provided that the payment of the Annual Bonus (including the minimum Annual Bonus) shall be inclusive of any Quarterly Advances in respect of such partial Fiscal Year; (ii) the 0000 XXXx shall be treated in accordance with the terms of the 0000 XXX Award Agreements; (iii) during the Term, at the General Partner’s option, made by written election delivered to the Limited Partner within thirty (30) days after such Withdrawal without Cause or Withdrawal due to Resignation (and, if not timely delivered, the following clause (x) shall be deemed to have been elected): either (x) a reduction in the Restricted Period with respect to the Limited Partner for purposes of the non-competition provisions in Section 2.13(b)(i) of the Limited Partnership Agreement such that the Restricted Period for such purposes shall conclude on the last day of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation, or (y) an aggregate payment in Current Cash equal to $30 million (the “Severance Payment”), such amount to be paid on the following schedule and subject to Section 8 below: (A) $7.5 million to be paid within thirty (30) days after the date of the applicable Withdrawal without Cause or Withdrawal due to Resignation; (B) $7.5 million to be paid within thirty (30) days after the end of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation; and (C) $15 million to be paid within thirty (30) days after the end of the 24-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation; (iv) the Retained P Units shall be treated as provided in Section 7(a)(ii); and (v) any Bonus Equity and Deferred Cash Interests granted in respect of any Annual Bonus shall be treated in accordance with the terms of the applicable Annual RSU Award Agreement and Annual DCI Award Agreement. For purposes of this Section 7(b), a Change in Position after a Change of Control shall not include any changes in the Limited Partner’s role (x) by reason of the Limited Partner ceasing to be an executive officer of a public company or ceasing to report directly to the chief executive officer of a public company or (y) if the Limited Partner continues to have responsibility for day-to-day management of the investment portfolio of the Partnership and its Affiliates after such Change of Control that is consistent with his management responsibilities of such investment portfolio prior to such Change in Control. The retention or provision of any payments or other benefits to the Limited Partner under this Section 7(b) shall be subject to the Limited Partner complying in all respects with Section 17 below.

Severance Arrangements. Upon (x) 11.3.1 The Offeror agrees in respect of any Target Employee immediately prior to the Effective Date who is subject to a Withdrawal without Cause or (y) a Withdrawal due to Resignation within 30 days immediately following the date on which (A) a Change of Control occurs in which either the Limited Partner’s role is not continued or this Agreement is not continued and assumed by the buyer in such transactionQualifying Termination taking effect, or (B) who gives or has received notice of Qualifying Termination on the Limited Partner first no longer serves as a sole CIO, as a Co-CIO Effective Date or in a comparable or more senior executive role in the Company (at any change in role contemplated by the foregoing clauses (A) or (B), a “Change in Position” as described below); in each case which occurs point during the Term, the Limited Partner shall receiveRelevant Period: (i) an Annual Bonus for that: (a) in the year in which such Withdrawal without Cause or Withdrawal due to Resignation occurs in an amount equal to event of a Qualifying Termination other than a constructive dismissal, if the higher of (x) the actual year-to-date bonus calculated pursuant to Schedule A hereto through the time of the Withdrawal without Cause or Withdrawal due to Resignation, and (y) a prorated minimum Annual Bonus of $7,500,000 with such proration based on the fraction of the year of service prior to such Withdrawal without Cause or Withdrawal due to Resignationrelevant Target Employee works their notice period, such amount to Target Employee will be paid in Current Cash within 60 days given a period of the date at least three months’ notice (or their contractual or statutory notice period, if longer) of such Withdrawal without Cause Qualifying Termination or Withdrawal due to Resignationwill receive a payment in lieu of one month's notice (or a payment in lieu of their contractual or statutory notice period if longer); and (b) in the event of a Qualifying Termination which is a constructive dismissal, provided that the relevant Target Employee will receive a payment in lieu of the Annual Bonus one month's notice (including the minimum Annual Bonus) shall be inclusive or a payment in lieu of any Quarterly Advances in respect of such partial Fiscal Yeartheir contractual or statutory notice period, if longer); (ii) the 0000 XXXx relevant Target Employee will be entitled to applicable redundancy and severance payments, benefits and arrangements that are no less favourable than the greater of: (a) those disclosed prior to the date of this Agreement by the Target to the Offeror as current or historical Target redundancy arrangements for the Target Group in the relevant jurisdiction, subject always, in the case of each relevant jurisdiction, to a cap of 12 months' salary or wages per Target Employee save as otherwise required by law or collectively negotiated in good faith with a trade union, works council or other employee representative body; or (b) those reflecting the Offeror's redundancy policy and discretionary practice for similarly situated employees in the relevant jurisdictions (which, for the UK, shall be treated include the Offeror's UK redundancy policy, a copy of which has been disclosed prior to the date of this Agreement by the Offeror to the Target (the “Policy”) and the discretionary practice which has been applied by the Offeror from time to time in accordance with the terms respect of the 0000 XXX Award AgreementsPolicy in the United Kingdom); (iii) during the Termrelevant Target Employee will be eligible to receive reasonable and appropriate outplacement support, at consistent with the General Partner’s option, made by written election delivered to the Limited Partner within thirty (30) days after such Withdrawal without Cause or Withdrawal due to Resignation (and, if not timely delivered, the following clause (x) shall be deemed to have been elected): either (x) a reduction in the Restricted Period with respect to the Limited Partner for purposes of the non-competition provisions in Section 2.13(b)(i) of the Limited Partnership Agreement such that the Restricted Period for such purposes shall conclude on the last day of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation, or (y) an aggregate payment in Current Cash equal to $30 million (the “Severance Payment”), such amount to be paid on the following schedule and subject to Section 8 below: (A) $7.5 million to be paid within thirty (30) days after the date of the applicable Withdrawal without Cause or Withdrawal due to Resignation; (B) $7.5 million to be paid within thirty (30) days after the end of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation; and (C) $15 million to be paid within thirty (30) days after the end of the 24-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to ResignationTarget's normal practice; (iv) the Retained P Units shall relevant Target Employee will be treated as provided eligible to receive any relocation benefits, to the extent that such benefits were agreed in Section 7(a)(ii)their international assignment or secondment agreements; (v) the relevant Target Employee will be asked to work their notice or placed on garden leave where this would be beneficial in circumstances where the Target Employee is receiving ongoing treatment under the terms of the Target's private medical insurance scheme and/or requires such treatment during the currency of the notice period; (vi) the relevant Target Employee will receive any bonus payment(s) in accordance with paragraph 10 above; and (vvii) any Bonus Equity and Deferred Cash Interests granted in respect of any Annual Bonus shall be treated in accordance where consistent with the terms of Target’s practices in the applicable Annual RSU Award Agreement and Annual DCI Award Agreement. For purposes relevant jurisdiction as at the date of this Section 7(b)Agreement, the relevant Target Employee will receive a Change reasonable contribution towards legal fees if they enter into a settlement agreement in Position after a Change connection with the termination of Control shall not include any changes in the Limited Partner’s role (x) by reason of the Limited Partner ceasing to be an executive officer of a public company or ceasing to report directly to the chief executive officer of a public company or (y) if the Limited Partner continues to have responsibility for day-to-day management of the investment portfolio of the Partnership and its Affiliates after such Change of Control that is consistent with his management responsibilities of such investment portfolio prior to such Change in Control. The retention or provision of any payments or other benefits to the Limited Partner under this Section 7(b) shall be subject to the Limited Partner complying in all respects with Section 17 belowtheir employment.

Severance Arrangements. Upon In exchange for your execution of this Agreement, including the Release in paragraph 3 and the additional agreements in paragraph 4, the Company agrees to the following: (xa) For a Withdrawal without Cause period of one year commencing on the Separation Date (the "Severance Period"), you will receive your salary at the same rate of pay as, and on the same schedule as was customary for, your salary in effect immediately prior to the Separation Date (I.E., $275,000 per annum). (b) During the Severance Period, you will receive the same, if possible, or comparable medical benefits to those provided to you by the Company immediately prior to the Separation Date. (yc) a Withdrawal due Promptly after the separation date, the Company will pay to Resignation within 30 days immediately following you in cash the amount of your unused vacation accrued through the Separation Date in accordance with the Company's policies. (d) You will continue after the Separation Date to serve on the Company's Board of Directors (the "Board") as its Chairman (or, if after the date hereof the Board votes to designate another director as Chairman, as an outside director), and on which (A) a Change of Control occurs in which either the Limited Partner’s role is not continued or this Agreement is not continued such committees, and assumed by the buyer in such transaction, or (B) the Limited Partner first no longer serves as a sole CIOpositions thereon, as a Co-CIO or in a comparable or more senior executive role in the Company (any change in role contemplated by the foregoing clauses (A) or (B)Board shall from time to time determine, a “Change in Position” as described below); in each case until the earliest to occur of your death, resignation, failure to be re-elected by the Company's stockholders, or receipt of a request by a majority of the members of the Board (excluding you) for your removal (in which occurs during case you will promptly resign from the TermBoard and all committees thereof). For so long as you serve as a member of the Board, you will be entitled to such compensation and expense reimbursement arrangements as are generally made available to other outside directors serving on the Company's Board, the Limited Partner shall receiveterms of which are described on EXHIBIT A attached hereto. (e) You will be retained by the Company as an outside consultant for a one-year term commencing on the Separation Date, subject to renewal by the Company for successive six-month terms upon written notice to you prior to the end of any such one-year or six-month term, as applicable. During the period in which you are retained as a consultant: (i) an Annual Bonus for the year in which such Withdrawal without Cause or Withdrawal due to Resignation occurs in an amount equal you will provide to the higher Company and its Chief Executive Officer up to 20 hours per calendar month (or such greater number of (xhours as is requested by the Company and reasonably agreed to by you) the actual year-to-date bonus calculated pursuant to Schedule A hereto through the time of the Withdrawal without Cause or Withdrawal due to Resignation, and (y) a prorated minimum Annual Bonus of $7,500,000 with such proration based on the fraction of the year of service prior to such Withdrawal without Cause or Withdrawal due to Resignation, such amount to be paid in Current Cash within 60 days of the date of such Withdrawal without Cause or Withdrawal due consulting and advisory services as the Chief Executive Officer shall from time to Resignationtime direct, provided that subject to your receipt of reasonable notice concerning the payment of the Annual Bonus (including the minimum Annual Bonus) shall be inclusive of any Quarterly Advances in respect of such partial Fiscal Yeartiming for your consulting responsibilities; (ii) you will receive a consulting payment of $5,000 per month, which will cover up to 20 hours of consulting services in each such calendar month; if the 0000 XXXx shall number of hours of consulting services provided in any month exceeds 20 hours, such excess hours will be treated billed and paid at a rate of $250 per hour; hours worked in accordance with any particular day will be rounded to the terms of next whole hour and will be recorded and submitted to the 0000 XXX Award AgreementsCompany in good faith by you; (iii) during you will receive the Termsame, at if possible, or comparable medical benefits to those provided to you by the General Partner’s option, made by written election delivered Company immediately prior to the Limited Partner within thirty Separation Date; and (30iv) days after such Withdrawal without Cause you will be provided use of an executive office at Focal's Chicago headquarters. Your service as a consultant will terminate upon your death, resignation, or Withdrawal due termination by the Board or the Company's Chief Executive Officer; PROVIDED that upon any termination by the Board or the Company's Chief Executive Officer, you will be entitled to Resignation receive the consulting payments and continuation of benefits described in clauses (and, if not timely delivered, the following clause ii) and (x) shall be deemed to have been elected): either (x) a reduction in the Restricted Period with respect to the Limited Partner for purposes of the non-competition provisions in Section 2.13(b)(iiii) of the Limited Partnership Agreement such that the Restricted Period for such purposes shall conclude on the last day of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation, or (y) an aggregate payment in Current Cash equal to $30 million (the “Severance Payment”), such amount to be paid on the following schedule and subject to Section 8 below: (A) $7.5 million to be paid within thirty (30) days after the date of the applicable Withdrawal without Cause or Withdrawal due to Resignation; (B) $7.5 million to be paid within thirty (30) days after preceding sentence until the end of the 12one-year or six-month period immediately following term (as applicable) in which such termination occurs. Your retention by the date of such Withdrawal without Cause or Withdrawal due Company as a consultant will be as an independent contractor, and will not give rise to Resignation; and (C) $15 million to be paid within thirty (30) days after any employment relationship with the end of the 24-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation;Company. (ivf) the Retained P Units shall be treated as provided in Section 7(a)(ii); and (v) any Bonus Equity and Deferred Cash Interests granted in respect of any Annual Bonus shall be treated in accordance with the terms of the applicable Annual RSU Award Agreement and Annual DCI Award Agreement. For purposes of this Section 7(bthe Restricted Stock Agreement, dated as of March 25, 2002, between you and the Company (the "Restricted Stock Agreement"), a Change in Position after a Change 50% of Control shall not include any changes in the Limited Partner’s role (x) by reason of the Limited Partner ceasing to be an executive officer of a public company or ceasing to report directly to the chief executive officer of a public company or (y) if the Limited Partner continues to have responsibility for day-to-day management of the investment portfolio of the Partnership and its Affiliates after such Change of Control that is consistent with his management responsibilities of such investment portfolio prior to such Change in Control. The retention or provision of any payments or other benefits to the Limited Partner under this Section 7(b) shall be subject to the Limited Partner complying in all respects with Section 17 below.your

Severance Arrangements. Upon In the event of a termination not "for cause" or a "defacto termination", (x) a Withdrawal without Cause either prior to or at the expiration of the Initial Term or Additional Term, as applicable (y) a Withdrawal due to Resignation within 30 days immediately following i.e. whether you are terminated during the date on which (A) a Change of Control occurs in which either Initial Term or the Limited Partner’s role is not continued or this Agreement is not continued and assumed by the buyer in such transactionAdditional Term, as applicable, or (B) the Limited Partner first no longer serves your employment is terminated as a sole CIOresult of the Company's failure to renew your employment at the end of the Initial Term or Additional Term, as a Co-CIO or in a comparable or more senior executive role in the Company (any change in role contemplated by the foregoing clauses (A) or (Bapplicable), a “Change in Position” as described below); in each case which occurs during you will be entitled to receive the Term, following (the Limited Partner shall receive: "Severance Amount"): (i) an Annual Bonus for the year in which such Withdrawal without Cause or Withdrawal due to Resignation occurs in an a cash amount equal to the higher base salary which would have been payable to you over the remaining Term (but not less than 15 months), as computed based on your base salary at the date of notice of termination, (ii) a cash amount equal to the pro rated portion (based on time served) of the performance bonus which would have been paid to you under the performance bonus plan for the fiscal year in which the termination occurs, if your employment had continued through the end of the fiscal year and the Company had achieved 100% of its scheduled performance goals, and (iii) the automobile allowance, (iv) COBRA benefits for you and your family (medical and dental, if applicable), and (v) other applicable benefits under other Company Officer Benefit Plans for the remaining Term (but not less than 15 months). In addition, if termination occurs for any of the foregoing reasons prior to or at the expiration of the Initial Term or Additional Term, as applicable, all of the stock options then held by you which would vest during the remainder of the Initial Term or Additional Term, as applicable, and during the 12 months thereafter, shall become vested and immediately exercisable and the time for exercise shall be extended until the expiration of three years from the date of termination of employment. Notwithstanding the foregoing, (x) if a termination giving rise to an obligation by the actual year-to-date bonus calculated pursuant Company to Schedule A hereto through pay the Severance Amount occurs at any time during the Initial Term or upon the expiration of the Withdrawal without Cause or Withdrawal due Initial Term, each reference to Resignation15 months above shall be deemed to refer to 18 months, and (y) if during the fiscal year in which a prorated minimum Annual Bonus termination giving rise to an obligation by the Company to pay the Severance Amount occurs the Company achieves 100% of $7,500,000 with such proration based on its scheduled performance goals, the fraction Company shall pay to you 100% of the year performance bonus (in lieu of service prior the pro rated portion referred to such Withdrawal without Cause or Withdrawal due above) as part of the Severance Amount. The amounts payable to Resignation, such amount you pursuant to this Section 7 shall be paid in Current Cash to you within 60 10 days of the date of such Withdrawal without Cause or Withdrawal due to Resignation, provided that the payment of the Annual Bonus (including the minimum Annual Bonus) shall be inclusive of any Quarterly Advances in respect of such partial Fiscal Year; (ii) the 0000 XXXx shall be treated in accordance with the terms of the 0000 XXX Award Agreements; (iii) during the Term, at the General Partner’s option, made by written election delivered to the Limited Partner within thirty (30) days after such Withdrawal without Cause or Withdrawal due to Resignation (and, if not timely delivered, the following clause (x) shall be deemed to have been elected): either (x) a reduction in the Restricted Period with respect to the Limited Partner for purposes of the non-competition provisions in Section 2.13(b)(i) of the Limited Partnership Agreement such that the Restricted Period for such purposes shall conclude on the last day of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation, or (y) an aggregate payment in Current Cash equal to $30 million (the “Severance Payment”), such amount to be paid on the following schedule and subject to Section 8 below: (A) $7.5 million to be paid within thirty (30) days after the date of the applicable Withdrawal without Cause or Withdrawal due to Resignation; (B) $7.5 million to be paid within thirty (30) days after the end of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation; and (C) $15 million to be paid within thirty (30) days after the end of the 24-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation; (iv) the Retained P Units shall be treated as provided in Section 7(a)(ii); and (v) any Bonus Equity and Deferred Cash Interests granted in respect of any Annual Bonus shall be treated in accordance with the terms of the applicable Annual RSU Award Agreement and Annual DCI Award Agreement. For purposes of this Section 7(b), a Change in Position after a Change of Control shall not include any changes in the Limited Partner’s role (x) by reason of the Limited Partner ceasing to be an executive officer of a public company or ceasing to report directly to the chief executive officer of a public company or (y) if the Limited Partner continues to have responsibility for day-to-day management of the investment portfolio of the Partnership and its Affiliates after such Change of Control that is consistent with his management responsibilities of such investment portfolio prior to such Change in Control. The retention or provision of any payments or other benefits to the Limited Partner under this Section 7(b) shall be subject to the Limited Partner complying in all respects with Section 17 below.your termination

Severance Arrangements. Upon In the event of a termination not "for cause" or a "defacto termination", (x) a Withdrawal without Cause either prior to or at the expiration of the Initial Term or Additional Term, as applicable (y) a Withdrawal due to Resignation within 30 days immediately following i.e. whether you are terminated during the date on which (A) a Change of Control occurs in which either Initial Term or the Limited Partner’s role is not continued or this Agreement is not continued and assumed by the buyer in such transactionAdditional Term, as applicable, or (B) the Limited Partner first no longer serves your employment is terminated as a sole CIOresult of the Company's failure to renew your employment at the end of the Initial Term or Additional Term, as a Co-CIO or in a comparable or more senior executive role in the Company (any change in role contemplated by the foregoing clauses (A) or (Bapplicable), a “Change in Position” as described below); in each case which occurs during you will be entitled to receive the Term, following (the Limited Partner shall receive: "Severance Amount"): (i) an Annual Bonus for the year in which such Withdrawal without Cause or Withdrawal due to Resignation occurs in an a cash amount equal to the higher base salary which would have been payable to you over the remaining Term (but not less than 18 months), as computed based on your base salary at the date of notice of termination, (ii) a cash amount equal to the pro rated portion (based on time served) of the performance bonus which would have been paid to you under the performance bonus plan for the fiscal year in which the termination occurs, if your employment had continued through the end of the fiscal year and the Company had achieved 100% of its scheduled performance goals, and (iii) the automobile allowance, (iv) COBRA benefits for you and your family (medical and dental, if applicable), and (v) other applicable benefits under other Company Officer Benefit Plans for the remaining Term (but not less than 18 months). In addition, if termination occurs for any of the foregoing reasons prior to or at the expiration of the Initial Term or Additional Term, as applicable, all of the stock options then held by you which would vest during the remainder of the Initial Term or Additional Term, as applicable, and during the 12 months thereafter, shall become vested and immediately exercisable and the time for exercise shall be extended until the expiration of three years from the date of termination of employment. Notwithstanding the foregoing, (x) if a termination giving rise to an obligation by the actual year-to-date bonus calculated pursuant Company to Schedule A hereto through pay the Severance Amount occurs at any time during the Initial Term or upon the expiration of the Withdrawal without Cause or Withdrawal due Initial Term, each reference to Resignation18 months above shall be deemed to refer to 24 months, and (y) if during the fiscal year in which a prorated minimum Annual Bonus termination giving rise to an obligation by the Company to pay the Severance Amount occurs the Company achieves 100% of $7,500,000 with such proration based on its scheduled performance goals, the fraction Company shall pay to you 100% of the year performance bonus (in lieu of service prior the pro rated portion referred to such Withdrawal without Cause or Withdrawal due above) as part of the Severance Amount. The amounts payable to Resignation, such amount you pursuant to this Section 7 shall be paid in Current Cash to you within 60 10 days of the date of such Withdrawal without Cause or Withdrawal due to Resignation, provided that the payment of the Annual Bonus (including the minimum Annual Bonus) shall be inclusive of any Quarterly Advances in respect of such partial Fiscal Year; (ii) the 0000 XXXx shall be treated in accordance with the terms of the 0000 XXX Award Agreements; (iii) during the Term, at the General Partner’s option, made by written election delivered to the Limited Partner within thirty (30) days after such Withdrawal without Cause or Withdrawal due to Resignation (and, if not timely delivered, the following clause (x) shall be deemed to have been elected): either (x) a reduction in the Restricted Period with respect to the Limited Partner for purposes of the non-competition provisions in Section 2.13(b)(i) of the Limited Partnership Agreement such that the Restricted Period for such purposes shall conclude on the last day of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation, or (y) an aggregate payment in Current Cash equal to $30 million (the “Severance Payment”), such amount to be paid on the following schedule and subject to Section 8 below: (A) $7.5 million to be paid within thirty (30) days after the date of the applicable Withdrawal without Cause or Withdrawal due to Resignation; (B) $7.5 million to be paid within thirty (30) days after the end of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation; and (C) $15 million to be paid within thirty (30) days after the end of the 24-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation; (iv) the Retained P Units shall be treated as provided in Section 7(a)(ii); and (v) any Bonus Equity and Deferred Cash Interests granted in respect of any Annual Bonus shall be treated in accordance with the terms of the applicable Annual RSU Award Agreement and Annual DCI Award Agreement. For purposes of this Section 7(b), a Change in Position after a Change of Control shall not include any changes in the Limited Partner’s role (x) by reason of the Limited Partner ceasing to be an executive officer of a public company or ceasing to report directly to the chief executive officer of a public company or (y) if the Limited Partner continues to have responsibility for day-to-day management of the investment portfolio of the Partnership and its Affiliates after such Change of Control that is consistent with his management responsibilities of such investment portfolio prior to such Change in Control. The retention or provision of any payments or other benefits to the Limited Partner under this Section 7(b) shall be subject to the Limited Partner complying in all respects with Section 17 below.your termination

Severance Arrangements. Upon In exchange for your execution of this Agreement, including the Release in paragraph 3 and the additional agreements in paragraph 4, the Company agrees to the following: (xa) For a Withdrawal without Cause period of one year commencing on the Separation Date (the "Severance Period"), you will receive your salary at the same rate of pay as, and on the same schedule as was customary for, your salary in effect immediately prior to the Separation Date (I.E., $275,000 per annum). (b) During the Severance Period, you will receive the same, if possible, or comparable medical benefits to those provided to you by the Company immediately prior to the Separation Date. (yc) a Withdrawal due Promptly after the separation date, the Company will pay to Resignation within 30 days immediately following you in cash the amount of your unused vacation accrued through the Separation Date in accordance with the Company's policies. (d) You will continue after the Separation Date to serve on the Company's Board of Directors (the "Board") as its Chairman (or, if after the date hereof the Board votes to designate another director as Chairman, as an outside director), and on which (A) a Change of Control occurs in which either the Limited Partner’s role is not continued or this Agreement is not continued such committees, and assumed by the buyer in such transaction, or (B) the Limited Partner first no longer serves as a sole CIOpositions thereon, as a Co-CIO or in a comparable or more senior executive role in the Company (any change in role contemplated by the foregoing clauses (A) or (B)Board shall from time to time determine, a “Change in Position” as described below); in each case until the earliest to occur of your death, resignation, failure to be re-elected by the Company's stockholders, or receipt of a request by a majority of the members of the Board (excluding you) for your removal (in which occurs during case you will promptly resign from the TermBoard and all committees thereof). For so long as you serve as a member of the Board, you will be entitled to such compensation and expense reimbursement arrangements as are generally made available to other outside directors serving on the Company's Board, the Limited Partner shall receiveterms of which are described on EXHIBIT A attached hereto. (e) You will be retained by the Company as an outside consultant for a one-year term commencing on the Separation Date, subject to renewal by the Company for successive six-month terms upon written notice to you prior to the end of any such one-year or six-month term, as applicable. During the period in which you are retained as a consultant: (i) an Annual Bonus for the year in which such Withdrawal without Cause or Withdrawal due to Resignation occurs in an amount equal you will provide to the higher Company and its Chief Executive Officer up to 20 hours per calendar month (or such greater number of (xhours as is requested by the Company and reasonably agreed to by you) the actual year-to-date bonus calculated pursuant to Schedule A hereto through the time of the Withdrawal without Cause or Withdrawal due to Resignation, and (y) a prorated minimum Annual Bonus of $7,500,000 with such proration based on the fraction of the year of service prior to such Withdrawal without Cause or Withdrawal due to Resignation, such amount to be paid in Current Cash within 60 days of the date of such Withdrawal without Cause or Withdrawal due consulting and advisory services as the Chief Executive Officer shall from time to Resignationtime direct, provided that subject to your receipt of reasonable notice concerning the payment of the Annual Bonus (including the minimum Annual Bonus) shall be inclusive of any Quarterly Advances in respect of such partial Fiscal Yeartiming for your consulting responsibilities; (ii) you will receive a consulting payment of $5,000 per month, which will cover up to 20 hours of consulting services in each such calendar month; if the 0000 XXXx shall number of hours of consulting services provided in any month exceeds 20 hours, such excess hours will be treated billed and paid at a rate of $250 per hour; hours worked in accordance with any particular day will be rounded to the terms of next whole hour and will be recorded and submitted to the 0000 XXX Award AgreementsCompany in good faith by you; (iii) during you will receive the Termsame, at if possible, or comparable medical benefits to those provided to you by the General Partner’s option, made by written election delivered Company immediately prior to the Limited Partner within thirty Separation Date; and (30iv) days after such Withdrawal without Cause you will be provided use of an executive office at Focal's Chicago headquarters. Your service as a consultant will terminate upon your death, resignation, or Withdrawal due termination by the Board or the Company's Chief Executive Officer; PROVIDED that upon any termination by the Board or the Company's Chief Executive Officer, you will be entitled to Resignation receive the consulting payments and continuation of benefits described in clauses (and, if not timely delivered, the following clause ii) and (x) shall be deemed to have been elected): either (x) a reduction in the Restricted Period with respect to the Limited Partner for purposes of the non-competition provisions in Section 2.13(b)(iiii) of the Limited Partnership Agreement such that the Restricted Period for such purposes shall conclude on the last day of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation, or (y) an aggregate payment in Current Cash equal to $30 million (the “Severance Payment”), such amount to be paid on the following schedule and subject to Section 8 below: (A) $7.5 million to be paid within thirty (30) days after the date of the applicable Withdrawal without Cause or Withdrawal due to Resignation; (B) $7.5 million to be paid within thirty (30) days after preceding sentence until the end of the 12one-year or six-month term (as applicable) in which such termination occurs. Your retention by the Company as a consultant will be as an independent contractor, and will not give rise to any employment relationship with the Company. (f) For purposes of the Restricted Stock Agreement, dated as of March 25, 2002, between you and the Company (the "Restricted Stock Agreement"), 50% of your "Restricted Shares" will become "Vested Restricted Shares" under such agreement on the Separation Date. With respect to the remainder of your "Restricted Shares" under the Restricted Stock Agreement, such shares will vest over the period immediately following from January 1, 2003 through January 1, 2006 in the percentages set forth in the vesting schedule in Section 2(a) of the Restricted Stock Agreement; PROVIDED that the acceleration of vesting provisions in Sections 2(b) and (c) will be terminated and will no longer be of any force or effect; AND PROVIDED FURTHER that vesting will cease and no "Restricted Shares" will vest under the Restricted Stock Agreement at any time after the date on which you cease both your service on the Company's Board pursuant to paragraph 2(c) and your service as a consultant pursuant to paragraph 2(d) above. (g) During the period in which you serve on the Company's Board pursuant to paragraph 2(c) and/or as a consultant pursuant to paragraph 2(d) above, the Company will (i) provide a DSL line in your home free of such Withdrawal without Cause or Withdrawal due charge to Resignationyou; (ii) provide you with an e-mail account hosted on the Company's server; and (Ciii) $15 million reimburse you for all reasonable out-of-pocket business expenses (including mobile phone charges) incurred by you as required in the course of performing your duties under this letter agreement, subject to be paid within thirty the Company's policies regarding reimbursement of such expenses and the Company's requirements regarding reporting and documentation of such expenses. (30h) days Promptly after the end Separation Date, the Company will reimburse you for all reasonable out-of-pocket fees and expenses of the 24-month period immediately following one legal counsel to you incurred prior to the date of such Withdrawal without Cause or Withdrawal due to Resignation; (iv) the Retained P Units shall be treated as provided hereof in Section 7(a)(ii); and (v) any Bonus Equity and Deferred Cash Interests granted in respect of any Annual Bonus shall be treated in accordance connection with the terms of the applicable Annual RSU Award Agreement review, negotiation, and Annual DCI Award Agreement. For purposes execution of this Section 7(b), a Change in Position after a Change of Control shall not include any changes in the Limited Partner’s role (x) by reason of the Limited Partner ceasing to be an executive officer of a public company or ceasing to report directly to the chief executive officer of a public company or (y) if the Limited Partner continues to have responsibility for day-to-day management of the investment portfolio of the Partnership letter agreement. All payments and its Affiliates after such Change of Control that is consistent with his management responsibilities of such investment portfolio prior to such Change in Control. The retention or provision of any payments or other benefits to the Limited Partner arrangements under this Section 7(b2 (the "Severance Arrangements") shall will be subject to any applicable withholding obligations of the Limited Partner complying Company under applicable laws. Such Severance Arrangements will not be paid or become effective until this agreement becomes effective and enforceable. You understand and agree that you will not receive the payments and benefits described in all respects this paragraph 2 unless you execute this Agreement and do not breach this Agreement. Such Severance Arrangements shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or any of its affiliates. You understand that the Severance Arrangements made to you represent consideration for signing this Agreement (including the Release set forth in paragraph 3) and are not salary, wages or benefits to which you were already entitled. You also acknowledge and represent that you have already received everything to which you were entitled by virtue of your employment relationship with Section 17 belowthe Company.

Severance Arrangements. Upon In the event of a termination not "for cause" or a "defacto termination", (xeither prior to or at the expiration of the Initial Term or Additional Term, as applicable (i.e. whether you are terminated during the Initial Term or the Additional Term, as applicable, or your employment is terminated as a result of the Company's failure to renew your employment at the end of the Initial Term or Additional Term, as applicable), you will be entitled to receive the following (the "Severance Amount"): (I) a Withdrawal without Cause or (y) a Withdrawal due to Resignation within 30 days immediately following the date on which (A) a Change of Control occurs in which either the Limited Partner’s role is not continued or this Agreement is not continued and assumed by the buyer in such transaction, or (B) the Limited Partner first no longer serves as a sole CIO, as a Co-CIO or in a comparable or more senior executive role in the Company (any change in role contemplated by the foregoing clauses (A) or (B), a “Change in Position” as described below); in each case which occurs during the Term, the Limited Partner shall receive: (i) an Annual Bonus for the year in which such Withdrawal without Cause or Withdrawal due to Resignation occurs in an cash amount equal to the higher base salary which would have been payable to you over the remaining Term (but not less than 15 months), as computed based on your base salary at the date of notice of termination, (ii) a cash amount equal to the pro rated portion (based on time served) of the performance bonus which would have been paid to you under the performance bonus plan for the fiscal year in which the termination occurs, if your employment had continued through the end of the fiscal year and the Company had achieved 100% of its scheduled performance goals, and (iii) the automobile allowance, (iv) COBRA benefits for you and your family (medical and dental, if applicable), and (v) other applicable benefits under other Company Officer Benefit Plans for the remaining Term (but not less than 15 months). In addition, if termination occurs for any of the foregoing reasons prior to or at the expiration of the Initial Term or Additional Term, as applicable, all of the stock options then held by you which would vest during the remainder of the Initial Term or Additional Term, as applicable, and during the 12 months thereafter, shall become vested and immediately exercisable and the time for exercise shall be extended until the expiration of three years from the date of termination of employment. Notwithstanding the foregoing, (x) if a termination giving rise to an obligation by the actual year-to-date bonus calculated pursuant Company to Schedule A hereto through pay the Severance Amount occurs at any time during the Initial Term or upon the expiration of the Withdrawal without Cause or Withdrawal due Initial Term, each reference to Resignation15 months above shall be deemed to refer to 18 months, and (y) if during the fiscal year in which a prorated minimum Annual Bonus termination giving rise to an obligation by the Company to pay the Severance Amount occurs the Company achieves 100% of $7,500,000 with such proration based on its scheduled performance goals, the fraction Company shall pay to you 100% of the year performance bonus (in lieu of service prior the pro rated portion referred to such Withdrawal without Cause or Withdrawal due above) as part of the Severance Amount. The amounts payable to Resignation, such amount you pursuant to this Section 7 shall be paid in Current Cash to you within 60 10 days of the date of such Withdrawal without Cause or Withdrawal due to Resignation, provided that the payment of the Annual Bonus (including the minimum Annual Bonus) shall be inclusive of any Quarterly Advances in respect of such partial Fiscal Year; (ii) the 0000 XXXx shall be treated in accordance with the terms of the 0000 XXX Award Agreements; (iii) during the Term, at the General Partner’s option, made by written election delivered to the Limited Partner within thirty (30) days after such Withdrawal without Cause or Withdrawal due to Resignation (and, if not timely delivered, the following clause (x) shall be deemed to have been elected): either (x) a reduction in the Restricted Period with respect to the Limited Partner for purposes of the non-competition provisions in Section 2.13(b)(i) of the Limited Partnership Agreement such that the Restricted Period for such purposes shall conclude on the last day of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation, or (y) an aggregate payment in Current Cash equal to $30 million (the “Severance Payment”), such amount to be paid on the following schedule and subject to Section 8 below: (A) $7.5 million to be paid within thirty (30) days after the date of the applicable Withdrawal without Cause or Withdrawal due to Resignation; (B) $7.5 million to be paid within thirty (30) days after the end of the 12-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation; and (C) $15 million to be paid within thirty (30) days after the end of the 24-month period immediately following the date of such Withdrawal without Cause or Withdrawal due to Resignation; (iv) the Retained P Units shall be treated as provided in Section 7(a)(ii); and (v) any Bonus Equity and Deferred Cash Interests granted in respect of any Annual Bonus shall be treated in accordance with the terms of the applicable Annual RSU Award Agreement and Annual DCI Award Agreement. For purposes of this Section 7(b), a Change in Position after a Change of Control shall not include any changes in the Limited Partner’s role (x) by reason of the Limited Partner ceasing to be an executive officer of a public company or ceasing to report directly to the chief executive officer of a public company or (y) if the Limited Partner continues to have responsibility for day-to-day management of the investment portfolio of the Partnership and its Affiliates after such Change of Control that is consistent with his management responsibilities of such investment portfolio prior to such Change in Control. The retention or provision of any payments or other benefits to the Limited Partner under this Section 7(b) shall be subject to the Limited Partner complying in all respects with Section 17 belowyour termination.