Common use of Severance Compensation Clause in Contracts

Severance Compensation. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

Severance Compensation. In Upon termination of Executive’s employment prior to expiration of the event Employment Period unless Executive’s employment is terminated for Cause or Executive terminates his employment without Good Reason, then: (ia) Employee terminates this Agreement Executive shall be entitled to receive any and all reasonable expenses paid or incurred by Executive in connection with and related to the performance of his duties and responsibilities for Good Reason the Company during the period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in policy and an amount equal to his salary compensation Executive’s Base Salary and Bonus, if any, during the prior twelve (at the rate payable at the time of such termination) for a period of six (612) months from (the “Separation Period”), as in effect as of the date of termination. Notwithstanding termination (the foregoing“Separation Payment”), if provided that Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation or revocation of such release by Executive shall have passed or expired; and subject to anything to the contrary in Section 11(d)(3), the Separation Payment shall be paid in in accordance with the customary payroll practices of the Company; and (b) Subject to Executive’s (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee is employed by a new employer, or as a consultant after participated immediately prior to the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employmentdate (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the failure active employee rate (excluding, for purposes of calculating cost, an employee’s ability to do so is a material breach of this Agreement. In such eventpay premiums with pre-tax dollars), the Company shall will pay, or reimburse Executive, the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earliest of (x) Executive or his eligible dependents, as the case may be, ceasing to be entitled to eligible under COBRA, and (iy) cease all payments to Employee twelve (12) months following the termination date (the benefits provided under this Paragraph 11.4; and clause (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Controlb), the amount of severance compensation paid to Employee hereunder “Medical Continuation Benefits”) or until such time as Executive shall not include any amount that the Company is prohibited obtain reasonably equivalent benefits from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, subsequent employment or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindspousal benefits.

Severance Compensation. In (a) If, following the event occurrence of a Change in Control, the Company terminates the Executive’s employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates Executive’s employment pursuant to Section 3(b) (any such termination, a “Triggering Termination”), provided that such Triggering Termination constitutes a “separation from service” as defined in Section 409A, the Company will pay to the Executive the amounts described in Annex A within five business days after the Termination Date (subject to the provisions of Section 4(d) of this Agreement) and will continue to provide to the Executive the benefits described in Annex A for the periods described therein. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the “prime rate” as set forth from time to time during the relevant period in The Wall Street Journal “Money Rates” column, plus 200 basis points, compounded monthly, or, if less, the maximum rate legally allowed. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (c) Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a Change in Control, the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) Employee terminates this Agreement any unpaid Incentive Pay that has been earned, accrued, allocated or awarded to the Executive for Good Reason any performance period that by its terms as in accordance with Paragraph 11.3 hereof; effect prior to a Triggering Termination has been completed (any such period, a “Completed Performance Period”) (regardless of whether payment of such compensation would otherwise be contingent on the continuing performance of services by the Executive) and (ii) Employee is terminated the Pro Rata Portion of the Incentive Pay Target in effect for any reason subsequent performance period. For this purpose, “Pro Rata Portion” means (except death x) the number of days from and including the first day immediately following the last day of the immediately preceding Completed Performance Period to and including the Termination Date, divided by (y) the total number of days in such subsequent performance period. Such payments will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or disabilityagreement and (y) uponwithin five business days after the Termination Date, or within and will be payable and calculated disregarding any otherwise applicable vesting requirements. (d) To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following, a "Change in Management following the Executive’s termination of employment (or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, upon the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoingExecutive’s death, if Employee is employed by a new employerearlier). In addition, or as a consultant after the termination for purposes of this Agreement, the severance compensation payable each amount to Employee hereunder be paid or benefit to be provided shall be reduced by the amount of compensation that Employee actually receives from the new employer, or construed as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employmentseparate identified payment for purposes of Section 409A, and any payments described in Annex A that are due within the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee “short term deferral period” as defined in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee 409A shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindtreated as deferred compensation unless applicable law requires otherwise.

Severance Compensation. In (a) If, following the event occurrence of a Change in Control, the Company terminates the Executive’s employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates Executive’s employment pursuant to Section 3(b) (any such termination, a “Triggering Termination”), then, provided that such Triggering Termination constitutes a “separation from service” as defined in Section 409A, the Company will pay to the Executive the amounts described in Annex A within fifteen business days after the Termination Date (subject to the provisions of subsection (d) of this Section). (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the “prime rate” as set forth from time to time during the relevant period in The Wall Street Journal “Money Rates” column, plus 200 basis points, compounded monthly, or, if less, the maximum rate legally allowed. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (c) Unless otherwise expressly provided by the applicable plan, program or agreement, after the occurrence of a Change in Control, the Company will pay in cash to the Executive a lump sum amount equal to the sum of (i) Employee terminates this Agreement any unpaid Incentive Pay that has been earned, accrued, allocated or awarded to the Executive for Good Reason any performance period that by its terms as in accordance with Paragraph 11.3 hereof; effect prior to a Triggering Termination has been completed (any such period, a “Completed Performance Period”) (regardless of whether payment of such compensation would otherwise be contingent on the continuing performance of services by the Executive) and (ii) Employee is terminated the Pro Rata Portion of the Incentive Pay Target in effect for any reason subsequent performance period. For this purpose, “Pro Rata Portion” means (except death x) the number of days from and including the first day immediately following the last day of the immediately preceding Completed Performance Period to and including the Termination Date, divided by (y) the total number of days in such subsequent performance period. Such payments will be made at the earlier of (x) the date prescribed for payment pursuant to the applicable plan, program or disabilityagreement and (y) uponwithin five business days after the Termination Date, or within and will be payable and calculated disregarding any otherwise applicable vesting requirements. (d) To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following, a "Change in Management following the Executive’s termination of employment (or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, upon the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoingExecutive’s death, if Employee is employed by a new employerearlier). In addition, or as a consultant after the termination for purposes of this Agreement, the severance compensation payable each amount to Employee hereunder be paid or benefit to be provided shall be reduced by the amount of compensation that Employee actually receives from the new employer, or construed as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employmentseparate identified payment for purposes of Section 409A, and any payments described in Annex A that are due within the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee “short-term deferral period” as defined in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee 409A shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindtreated as deferred compensation unless applicable law requires otherwise.

Severance Compensation. (a) In the event of any termination of Executive’s employment for any reason the Company shall pay Executive (or Executive’s estate) such portions of Executive’s Base Salary as have accrued prior to such termination and have not yet been paid, together with (i) Employee terminates this Agreement amounts for Good Reason in accordance with Paragraph 11.3 hereof; accrued unused vacation days (as provided above), (ii) Employee is terminated any amounts for any reason (except death expense reimbursement which have been properly incurred or disability) upon, or within six months following, a "Change in Management or Control (the Company has become obligated to pay prior to termination and have not been paid as of the date of such term is defined in Paragraph 11.5 hereof);" or termination and (iii) Employee the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such amounts shall be paid as soon as possible after termination. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall be obligated pay to pay severance compensation to Employee in an amount equal to his salary compensation (at Executive the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this AgreementAccrued Obligations. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationaddition, the Company shall pay Employee to Executive the severance benefits set forth below for twelve (12) months following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the Company from matters specifically disclosed to the Company by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive’s employment. The distribution of severance benefits in this Section 4 is subject to section (iv) of this Section 4(b). (i) all compensation If Executive’s employment is terminated (A) by Executive for services rendered hereunder a Good Reason or (B) by the Company without Cause, in either case before or after the Protected Period, the Company shall pay Executive his Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing 30 days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his Base Salary for the Severance Period, which total amount shall be payable in a lump sum 30 days following Executive’s termination of employment. In each case, payments shall be commence or be paid provided that the Release has been executed and not previously paid; any applicable revocation period has expired as of the 30th day following Executive’s termination. (ii) accrued vacation pay; Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his target annual bonus, described in section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum 30 days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date. (iii) any appropriate business expenses incurred by Employee The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. Employee The foregoing shall not be entitled construed to extend any bonus compensationperiod of continuation coverage (e.g., whether vested or unvested; or any other compensation, benefits or reimbursement of any kindCOBRA) required by Federal law.

Severance Compensation. In the event (i) Employee terminates this Agreement for If your employment is terminated either by you with Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) uponwithin 12 months following a Change of Control, or by the Company without Cause within six 3 months followingpreceding or within 12 months following a Change of Control, subject to your executing and delivering to the Company, and not revoking, a "Change release of claims in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, a form acceptable to the Company shall be obligated to (the “Release”) within the 30-day period following your termination of employment: (a) the Company will pay you severance compensation to Employee in an amount equal to his salary compensation (at the rate 12 months of your then current Base Salary, payable at the time of such termination) for in equal installments over a period of six 12 months (6the “Severance Period”) months from in accordance with the Company’s payroll practices, commencing on your termination of employment; (b) if you have been continuously employed by the Company for at least one year as of the date your employment terminates, all of the outstanding unvested equity awards of the Company held by you shall become fully vested and, if applicable, exercisable as of the date of your termination, provided that with respect to any such awards intended to constitute “qualified performance based compensation” under Section 162(m) of the Code, whether a Change of Control has occurred shall be determined without regard to clause (iv) of the definition of Change of Control below; and (c) If you timely elect continued group medical insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse you for a portion of the applicable premiums, based on the then-current cost-sharing rates for active employees, for you and your eligible dependents during the period commencing on the date of your termination of employment and ending on the earliest to occur of (a) the final day of the Severance Period, (b) the date you and/or your eligible dependents are no longer eligible for COBRA, and (c) the date you become eligible to receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of such eligibility). Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company determines that he has obtained it cannot provide such new employment, and the failure reimbursement of premiums to do so is a material breach of this Agreement. In such eventyou without potentially violating applicable law, the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to a portion of the applicable premiums, based on then-current cost-sharing rates for active employees, which payment will be entitled made regardless of whether you elect COBRA continuation coverage and will commence in the month following the month in which your termination of employment occurs and end on the earliest to occur of (ix) cease all payments to Employee under this Paragraph 11.4; the final day of the Severance Period, (y) the date you and/or your eligible dependents are no longer eligible for COBRA, and (iiz) recover any unauthorized payments the date you become eligible to Employee in an action for breach receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of contractsuch eligibility). Notwithstanding anything else in this Agreement herein to the contrary, solely in the event that any compensation or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 409A (as defined below) becomes payable upon the occurrence of a termination upon or following a Change in Management or of Control, the amount of severance such compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee benefit shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement paid unless such Change of any kind.Control constitutes a “change in control event” within the meaning of Section 409A.

Severance Compensation. (a) In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (or Executive’s estate) such portions of Executive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) Employee terminates this Agreement amounts for Good Reason in accordance with Paragraph 11.3 hereof; accrued unused vacation days (as provided above), (ii) Employee is terminated any amounts for any reason (except death expense reimbursement which have been properly incurred or disability) upon, or within six months following, a "Change in Management or Control (the Company has become obligated to pay prior to termination and have not been paid as of the date of such term is defined in Paragraph 11.5 hereof);" or termination and (iii) Employee the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months, or for eighteen (18) months if such termination occurs during the twelve (12) month period following a Corporate Change (the “Protected Period”), following Executive’s termination of employment (as applicable, the “Severance Period”). The receipt of any severance benefits provided in this Section shall be obligated dependent upon Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The distribution of severance benefits in this Section 4 is subject to Section 4(d). (i) The Company shall continue to pay severance compensation to Employee Executive his base salary for the Severance Period in an amount equal to his salary compensation (at accordance with the rate payable at Company’s payroll practice, beginning on the time Company’s first regular payroll date that occurs on or after the 30th day following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such termination) for a period of six (6) months from the date of terminationdate. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the Executive’s termination of this Agreement, employment occurs during the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationProtected Period, the Company shall pay Employee Executive his base salary for the Severance Period in a lump sum 30 days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date. (ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, the Company shall pay Executive an amount equal to one and one-half times his target annual bonus, described in Section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum 30 days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date. (iii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, one hundred percent (100%) of Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) prior to his termination shall vest immediately. (iv) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law. (c) In the event that Executive’s employment hereunder is terminated (i) all compensation by Executive for services rendered hereunder and not previously paid; other than a Good Reason, or (ii) accrued vacation pay; and by the Company for Cause, or (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant as a result of Executive’s death or Disability, then the Company will pay to Section 4 hereof, all through Executive the date of terminationAccrued Obligations. Employee The Company shall not be entitled have no obligation to any bonus compensation, whether vested pay Executive (or unvested; or Executive’s estate) any other compensation, benefits or reimbursement of any kindcompensation following such termination except as provided in Section 4(a).

Severance Compensation. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of the lesser of (i) the remaining portion of the term of this Agreement, or (ii) six (6) months from the date of termination. Notwithstanding the foregoing; provided, however, if Employee is employed by a new employer, or as a consultant after the termination of this Agreementduring such period, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

Severance Compensation. In the event (i) Employee terminates this Agreement for If your employment is terminated either by you with Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) uponwithin 12 months following a Change of Control, or by the Company without Cause within six 3 months followingpreceding or within 12 months following a Change of Control, subject to your executing and delivering to the Company, and not revoking, a "Change release of claims in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, a form acceptable to the Company shall be obligated to (the “Release”) within the 30-day period following your termination of employment: (a) the Company will pay you severance compensation to Employee in an amount equal to his salary compensation (at the rate 6 months of your then current annual base salary, payable at the time of such termination) for in equal installments over a period of six 6 months (6the “Severance Period”) months from in accordance with the Company’s payroll practices, commencing on your termination of employment; (b) if you have been continuously employed by the Company for at least one year as of the date your employment terminates, all of the outstanding unvested equity awards of the Company held by you shall become fully vested and, if applicable, exercisable as of the date of your termination, provided that with respect to any such awards intended to constitute “qualified performance based compensation” under Section 162(m) of the Code, whether a Change of Control has occurred shall be determined without regard to clause (iv) of the definition of Change of Control below; and (c) If you timely elect continued group medical insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse you for a portion of the applicable premiums, based on the then-current cost-sharing rates for active employees, for you and your eligible dependents during the period commencing on the date of your termination of employment and ending on the earliest to occur of (a) the final day of the Severance Period, (b) the date you and/or your eligible dependents are no longer eligible for COBRA, and (c) the date you become eligible to receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of such eligibility). Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company determines that he has obtained it cannot provide such new employment, and the failure reimbursement of premiums to do so is a material breach of this Agreement. In such eventyou without potentially violating applicable law, the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to a portion of the applicable premiums, based on then-current cost-sharing rates for active employees, which payment will be entitled made regardless of whether you elect COBRA continuation coverage and will commence in the month following the month in which your termination of employment occurs and end on the earliest to occur of (ix) cease all payments to Employee under this Paragraph 11.4; the final day of the Severance Period, (y) the date you and/or your eligible dependents are no longer eligible for COBRA, and (iiz) recover any unauthorized payments the date you become eligible to Employee in an action for breach receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of contractsuch eligibility). Notwithstanding anything else in this Agreement herein to the contrary, solely in the event that any compensation or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 409A (as defined below) becomes payable upon the occurrence of a termination upon or following a Change in Management or of Control, the amount of severance such compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee benefit shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement paid unless such Change of any kind.Control constitutes a “change in control event” within the meaning of Section 409A.

Severance Compensation. (a) In the event of any termination of Executive’s employment for any reason the Company shall pay Executive (or Executive’s estate) such portions of Executive’s Base Salary as have accrued prior to such termination and have not yet been paid, together with (i) Employee terminates this Agreement amounts for Good Reason in accordance with Paragraph 11.3 hereof; accrued unused vacation days (as provided above), (ii) Employee is terminated any amounts for any reason (except death expense reimbursement which have been properly incurred or disability) upon, or within six months following, a "Change in Management or Control (the Company has become obligated to pay prior to termination and have not been paid as of the date of such term is defined in Paragraph 11.5 hereof);" or termination and (iii) Employee the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such amounts shall be paid as soon as possible after termination. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall be obligated pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) benefits set forth below for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the following Executive’s termination of employment (the “Severance Period”). The receipt of any severance benefits provided in this Agreement, the severance compensation payable to Employee hereunder Section shall be reduced dependent upon Executive’s execution (and, as applicable, non-revocation) of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The Company will also consider in good faith (but without any binding commitment) requests from Executive that the Company include in the Release a release of Executive by the amount of compensation that Employee actually receives Company from the new employer, or as a consultant. However, Employee shall have a duty matters specifically disclosed to inform the Company that he has obtained such new by Executive in writing in advance of execution of the Release and not involving any illegality, fraud, concealment, criminal acts or acts outside the scope of Executive's employment, and the failure . The distribution of severance benefits in this Section 4 is subject to do so is a material breach section (iii) of this Agreement. In such event, the Company shall be entitled to Section 4(b). (i) cease all payments to Employee under this Paragraph 11.4; and If Executive’s employment is terminated (iiA) recover any unauthorized payments to Employee in an action by Executive for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon Good Reason or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that (B) by the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of without Cause, in either case before or after the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationProtected Period, the Company shall pay Employee Executive his/her Base Salary, less any amounts required to be withheld under applicable law, for the Severance Period in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, commencing no later than sixty (i60) all compensation days following the effective date of such termination. If Executive’s employment is terminated (A) by Executive for services rendered hereunder a Good Reason or (B) by the Company without Cause, in either case during the Protected Period, the Company shall pay Executive his/her Base Salary for the Severance Period, which total amount shall be payable in a lump sum no later than sixty (60) days following Executive’s termination of employment. In each case, payments shall commence or be paid provided that the Release has been executed and not previously paid; any applicable revocation period has expired as of the 60th day following Executive’s termination. (ii) accrued vacation pay; The Company shall continue to provide Executive and (iii) any appropriate business expenses incurred by Employee his/her then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. Employee The foregoing shall not be entitled construed to extend any bonus compensationperiod of continuation coverage (e.g., whether vested or unvested; or any other compensation, benefits or reimbursement of any kindCOBRA) required by Federal law.

Severance Compensation. In the event (i) Employee terminates this Agreement for If your employment is terminated either by you with Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) uponwithin 12 months following a Change of Control, or by the Company without Cause within six 3 months followingpreceding or within 12 months following a Change of Control, subject to your executing and delivering to the Company, and not revoking, a "Change release of claims in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, a form acceptable to the Company shall be obligated to (the “Release”) within the 30-day period following your termination of employment: (a) the Company will pay you severance compensation to Employee in an amount equal to his salary compensation (at the rate 12 months of your then current annual base salary, payable at the time of such termination) for in equal installments over a period of six 12 months (6the “Severance Period”) in accordance with the Company’s payroll practices, commencing on your termination of employment; (b) if you have been continuously employed by the Company for less than one year as of the date your employment terminates, the vesting schedule of any equity awards of the Company held by you shall automatically be amended to state that all of the options subject to such equity award(s) scheduled to vest within 12 months from of the date of your termination shall immediately accelerate and become fully vested, provided that with respect to any such awards intended to constitute “qualified performance based compensation” under Section 162(m) of the Code, whether a Change of Control has occurred shall be determined without regard to clause (iv) of the definition of Change of Control below; (c) if you have been continuously employed by the Company for at least one year as of the date your employment terminates, all of the outstanding unvested equity awards of the Company held by you shall become fully vested and, if applicable, exercisable as of the date of your termination, provided that with respect to any such awards intended to constitute “qualified performance based compensation” under Section 162(m) of the Code, whether a Change of Control has occurred shall be determined without regard to clause (iv) of the definition of Change of Control below; and (d) If you timely elect continued group medical and dental insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse you for a portion of the applicable premiums, based on the then-current cost-sharing rates for active employees, for you and your eligible dependents during the period commencing on the date of your termination of employment and ending on the earliest to occur of (a) the final day of the Severance Period, (b) the date you and/or your eligible dependents are no longer eligible for COBRA, and (c) the date you become eligible to receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of such eligibility). Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company determines that he has obtained it cannot provide such new employment, and the failure reimbursement of premiums to do so is a material breach of this Agreement. In such eventyou without potentially violating applicable law, the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to a portion of the applicable premiums, based on then-current cost-sharing rates for active employees, which payment will be entitled made regardless of whether you elect COBRA continuation coverage and will commence in the month following the month in which your termination of employment occurs and end on the earliest to occur of (ix) cease all payments to Employee under this Paragraph 11.4; the final day of the Severance Period, (y) the date you and/or your eligible dependents are no longer eligible for COBRA, and (iiz) recover any unauthorized payments the date you become eligible to Employee in an action for breach receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of contractsuch eligibility). Notwithstanding anything else in this Agreement herein to the contrary, solely in the event that any compensation or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 409A (as defined below) becomes payable upon the occurrence of a termination upon or following a Change in Management or of Control, the amount of severance such compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee benefit shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement paid unless such Change of any kind.Control constitutes a “change in control event” within the meaning of Section 409A.

Severance Compensation. In (a) If, following the event occurrence of a Change in Control, the Company terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the following amounts within thirty business days after the Termination Date and continue to provide to the Executive the following benefits: (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee A lump sum payment in an amount equal to his salary compensation three (3) times the Base Pay (at the highest rate payable at in effect for any period prior to the time of such terminationTermination Date). (ii) for For a period of six two years following the Termination Date (6the "Continuation Period"), the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) months substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in Section 3(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits. If and to the extent that any benefit described in the immediately preceding sentence is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to the first sentence of this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's Termination Date, and any such benefits actually received by the Executive shall be reported by the Executive to the Company. (b) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of THE WALL STREET JOURNAL. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of termination. such change. (c) Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination any provision of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event parties' respective rights and obligations under this Section 4 and under Sections 5 and 7 will survive any termination or expiration of a this Agreement or the termination upon or of the Executive's employment following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include Control for any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindreason whatsoever.

Severance Compensation. In Upon termination of employment for any reason, the event Executive shall be entitled to: (iA) Employee terminates this Agreement all Base Salary earned through 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 Good Reason the Company 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 Paragraph 11.3 hereofCompany policy; and (iiD) Employee any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. 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 12(b)) unless the Executive’s employment is terminated for any reason Cause (except death as defined in Section 12(c)) or disabilitythe Executive terminates his employment without Good Reason (as defined in Section 12(d) upon, or within six months following, and other than for a "Change in Management or Control (as such term is defined provided in Paragraph 11.5 hereofSection 12(d) and Section 12(f);" or (iii) Employee is terminated without Cause), the Company Executive shall be obligated entitled to pay severance compensation to Employee in an receive a cash amount equal to such amount as the Executive would have been entitled to receive as an aggregate Base Salary for the balance of the Initial Term (the “Initial Term Severance Payment”) (provided that if this Agreement has been renewed subsequent to the Initial Term and the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his salary compensation death or Disability) unless the Executive’s employment is terminated for Cause or the Executive terminates his employment without Good Reason and other than for a Change in Control, the Executive shall be entitled to receive a cash payment as determined by the Board (at the rate payable “Renewal Separation Payment”) (the Initial Term Severance Payment or the Renewal Separation Payment, as applicable herein shall may be referred to as the “Separation Payment”), provided, however that the Separation Payment shall in no event be less than 12 months of Base Salary as then in effect, plus 50% of the prior year bonus, and if no such bonus has been paid, 75% of the Base Salary as then in effect; provided, that the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee Separation Payment is employed by a new employer, or as a consultant after the termination of first payable under this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, Section 6 and the failure to do so is a material breach Executive complies with his other obligations under Section 13 of this Agreement. In such eventSubject to the terms hereof, one-half (1/2) of the Company Separation Payment shall be entitled to paid within thirty (i30) cease all payments to Employee under this Paragraph 11.4days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release; and (ii) recover any unauthorized payments to Employee the balance of the Separation Payment shall be paid in an action for breach of contract. Notwithstanding anything else in this Agreement to substantially equal installments on the contrary, solely Company’s regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the event third calendar year beginning after the Executive’s termination of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindemployment.

Severance Compensation. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; or (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from one year. In the date of termination. Notwithstanding the foregoing, if event Employee is employed by a new employerterminated without Cause, or terminates this Agreement for Good Reason, within three (3) years of a "Change in Management or Control" (as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so term is a material breach of this Agreement. In such eventdefined in Paragraph 11.5 hereof), the Company shall be entitled obligated to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments pay severance compensation to Employee in an action for breach amount equal to 2.99 times the sum of contract. Notwithstanding anything else (a) Employee's then current salary compensation, plus (b) the highest amount of bonus earned by Employee in this Agreement any fiscal year during the three fiscal years prior to the contrary, solely in the event of a termination upon or following a Change in Management or Control, or in any fiscal year in the amount three-year period immediately prior to the date of this Agreement, and such severance compensation paid shall be "grossed up" for all federal and state taxes payable thereon. Employee shall have the option, in his sole discretion, to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provisionreceive such severance compensation in one lump sum. In addition to the foregoing severance compensation, the Company shall also pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

Severance Compensation. In Upon termination of Executive’s employment prior to expiration of the event (i) Employee Employment Period unless the Executive’s employment is terminated for Cause or Executive terminates this Agreement his employment without Good Reason, the Executive shall be entitled to receive 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 Good Reason the Company during the period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in policy and an amount equal to his salary compensation Executive’s Base Salary and Bonus Plans during the prior twelve (at the rate payable at the time of such termination) for a period of six (612) months from (the “Separation Period”), as in effect as of the date of termination. Notwithstanding termination (the foregoing“Separation Payment”), if Employee is employed provided that Executive (a) executes an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by a new employerlaw permitting cancellation or revocation of such release by the Executive shall have passed or expired, or and (b) complies with his other obligations under this Agreement as provided in Section 12 and 13 hereof, as a consultant after condition to such Separation Payment. Subject to anything to the contrary in Section 11(d)(3), the Separation Payment shall be paid in in accordance with the customary payroll practices of the Company. Subject to the Executive’s (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of this Agreementpremiums for such plans at the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the severance compensation payable cost of COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (x) the Executive or his eligible dependents, as the case may be, ceasing to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employmenteligible under COBRA, and (y) twelve (12) months following the failure to do so is a material breach of termination date (the benefits provided under this Agreement. In such eventclause (ii), the Company “Medical Continuation Benefits”) or until such time as Executive shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon obtain reasonably equivalent benefits from subsequent employment or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindspousal benefits.

Severance Compensation. In (a) If, following the event occurrence of a Change in Control, the Company or any Subsidiary by which Executive is employed terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii), or if the Executive terminates his/her employment pursuant to Section 3(b), the Company will pay to the Executive the following amounts within five business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the date of termination, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b)) and continue to provide to the Executive the following benefits: (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; A lump sum payment (iithe "Severance Payment") Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation two (2) times the sum of (A) Base Pay (at the highest rate payable at in effect for any period prior to the time Termination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(f)) less the sum of such termination(A) for any and all payments received by the Executive from the Company, any Subsidiary, NCC, a period Successor or an affiliate of six NCC or a Successor following the occurrence of a Change in Control plus (6B) any future payments to be made to the Executive in accordance with any employment agreements or contracts between the Company, a Subsidiary, NCC or its affiliates, or a Successor and the Executive (specifically excluding payments from any deferred compensation plan). (ii) (A) For twenty-four (24) months from (the date "Continuation Period") following the occurrence of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this AgreementChange in Control, the severance compensation payable Company will arrange to provide the Executive with Employee hereunder shall Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the occurrence of a Change in Control Date, and (B) such continuation Period will be reduced by considered service with the Company, assuming the amount of compensation Base Pay and Incentive Pay payable to the Executive during the calendar year immediately preceding the year in which the Termination Date occurs, for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement, supplemental executive retirement and other benefit plans of the Company applicable to the Executive, his/her dependents or his/her beneficiaries immediately prior to the Termination Date. If beneficiaries and to the extent that any benefit described in subsections (A) and (B) of this Section 4(a)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his/her dependents and beneficiaries, of such Employee actually receives from Benefits. Without otherwise limiting the new employer, purposes or as a consultant. Howevereffect of Section 5, Employee shall have a duty Benefits otherwise receivable by the Executive pursuant to inform the Company that he has obtained such new employmentsubsection (A) of this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period, and any such benefits received by the failure to do so is a material breach of this Agreement. In such event, the Company Executive shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement reported by the Executive to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindCompany.

Severance Compensation. In (a) If, following the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, occurrence of a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without CauseControl, the Company shall terminate the Executive's employment during the Period of Employment other than pursuant to Section 4(a) hereof, or if the Executive shall terminate his employment pursuant to Section 4(b) hereof, the Company shall pay to the Executive the amounts specified in this Section 5(a) and, if required to be obligated paid in a lump sum, the Company shall pay such amounts within five (5) business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be the date of termination or such other date that may be specified by the Executive if the termination is pursuant to Section 4(b) hereof): (i) In lieu of any further payments to the Executive for periods subsequent to the Termination Date, the Company shall pay severance compensation to Employee the Executive, a lump sum payment in an amount equal to his salary compensation the present value (using a discount rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guarantee Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the "Discount Rate")) of the sum of (A) the aggregate Base Pay (at the greater of the highest rate payable at in effect either immediately preceding the time occurrence of such terminationthe Change in Control or during the Period of Employment) for each remaining year or partial year of the Period of Employment which the Executive would have received had such termination or breach not occurred, plus (B) the aggregate Incentive Pay (calculated in accordance with the provisions of Section 3(a) hereof), which the Executive would have received pursuant to this Agreement during the remainder of the Period of Employment had his employment continued for the remainder of the Period of Employment. (ii) For the remainder of the Period of Employment the Company shall arrange to provide the Executive with Employee Benefits (other than (A) the retirement income, supplemental executive retirement and other benefits described in (iii) below, (B) the Company's matching contributions under the 401(k) Plan described in (iv) below and (C) stock option, stock purchase, stock appreciation and similar compensatory benefits) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent the Company determines in the exercise of its reasonable judgment after consultation with nationally recognized legal counsel, that such benefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, such Employee Benefits); PROVIDED, HOWEVER, that any such payment by the Company that is less beneficial to the Executive or the Executive's beneficiaries and dependents from a period tax perspective shall be increased appropriately to reflect the loss to the Executive or the Executive's dependents and beneficiaries. Without otherwise limiting the purposes or effect of six (6) months from the date of termination. Notwithstanding the foregoingSection 6 hereof, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation Benefits payable to the Executive pursuant to this Section 5(a)(ii) by reason of any "welfare benefit plan" of the Company (as the term "welfare benefit plan" is defined in Section 3(1) of the Employee hereunder Retirement Income Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the amount Executive from another employer during such period following the Executive's Termination Date until the expiration of compensation that Employee actually receives from the new employerPeriod of Employment. (iii) In addition to the retirement income, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employmentsupplemental executive retirement, and other benefits to which the failure to do so Executive is a material breach of this Agreement. In such evententitled under the Company's Retirement Plans, the Company shall Executive will be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee a lump sum payment in an action for breach of contract. Notwithstanding anything else in this Agreement amount equal to the contrary, solely in actuarial equivalent (using the event of a termination upon or following a Change in Management or Control, Discount Rate and the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of applicable mortality table under Section 280G 417(e)(3) of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition amended (the "Code")) of the excess of (A) the retirement pension benefits that would be payable to the foregoing severance compensation, Executive under the Company shall pay Employee Retirement Plans if (ix) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant the Executive continued to Section 4 hereof, all be employed through the date end of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement the Period of any kind.Employment given the Executive's Base Pay and Incentive Pay

Severance Compensation. In the event (ia) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee If Executive's employment is terminated for any reason pursuant to Section 4(a) (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereofdeath);" or (iii) Employee is terminated without Cause, the Company shall pay to the Executive or his estate his full Base Salary through the end of the month of Executive's death, and Executive or his estate shall be obligated entitled to pay severance compensation a prorated share of any bonus or benefits as provided under Section 3 hereof for the calendar year during which his death occurred. If Executive's employment is terminated pursuant to Employee Section 4(b) (disability), Executive shall be entitled to continue to receive 50% of his then current Base Salary from the Company in an amount equal to his salary compensation (at the rate accordance with Section 3(a) of this Agreement, payable at the same time and in the same manner as if Executive's employment had not terminated, through the later of (i) the end of the Employment Term or (ii) that date which is one year after the date Executive's employment was terminated. Any disability benefits that Executive does receive shall be offset against any amounts payable to Executive pursuant to this Section. Executive agrees to cooperate fully with the Company and any disability insurance carrier with respect to any claim for disability benefits. In addition to the foregoing, if Executive's employment is terminated due to death or disability, the Company shall continue to provide group health and dental insurance to Executive and his immediate family, at the same levels as such insurance was provided prior to termination, through the end of the Employment Term. (b) for a period If Executive's employment is terminated pursuant to Section 4(c) (by the Company For Cause), Executive's Base Salary and all benefits under Section 3 shall cease as of six (6) months from the date of termination, and Executive shall not be entitled to any bonus for the calendar year during which his employment shall be terminated or at any time thereafter. Notwithstanding In the foregoing, if Employee is employed by a new employer, or as a consultant after the event of termination of this Agreement, the severance compensation payable Executive's employment pursuant to Employee hereunder shall be reduced Section 4(c) (by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employmentFor Cause), and the failure subject to do so is a material breach of this Agreement. In such eventapplicable law and regulations, the Company shall be entitled to (i) cease all offset against any payments due Executive the loss and damage, if any, which shall have been suffered by the Company as a result of the acts or omissions of Executive giving rise to Employee termination under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contractSection 4(c). Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder The foregoing shall not include be construed to limit any amount that cause of action, claim or other rights which the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee may have against Executive in connection with his duties hereunder and approved such acts or omissions. (c) If Executive's employment is terminated pursuant to Section 4 hereof4(d) (by the Company Other Than For Cause) prior to the end of the Employment Term, all through Executive shall be entitled to receive a lump sum of $1,000,000 payable in full no later than 30 days after the date of termination. Employee In addition, Executive shall continue to receive his Base Salary (including the automatic increases) in accordance with Section 3(a) of this Agreement through the end of the Employment Term payable at the same time and in the same manner as if Executive's employment had not terminated. Executive shall have no duty to seek other employment upon such termination. Executive acknowledges that the Company has the right to terminate Executive's employment Other Than For Cause and that such termination shall not be entitled to any bonus compensation, whether vested or unvested; a breach of this Agreement or any other compensationexpress or implied agreement between the Company and Executive. Accordingly, in the event of such termination, Executive shall be entitled only to the compensation and benefits specifically provided for in this Agreement in the event of such termination, and shall not have any other rights to any compensation or reimbursement damages from the Company for breach of any kindcontract.

Severance Compensation. In (a) If, following the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, occurrence of a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without CauseControl, the Company terminates the Executive's employment during the Severance Period other than pursuant to Section 3(a), or if the Executive terminates his employment pursuant to Section 3(b), the Company will pay to the Executive the following amounts within five business days after the date (the "Termination Date") that the Executive's employment is terminated (the effective date of which shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or such other date that may be specified by the Executive if the termination is pursuant to Section 3(b)) and continue to provide to the Executive the following benefits: (ii) (A) for, the number of months set forth under Column II on Annex A hereto (the "Continuation Period") following the Termination Date, the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date, and (B) such Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive, his dependents or his beneficiaries immediately prior to the Termination Date. If and to the extent that any benefit described in subsections (A) and (B) of this Section 4(a)(ii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to the subsection (A) of this Section 4(a)(ii) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's Termination Date. (b) Upon the occurrence of a consultant after Change in Control, and without regard to the termination of the employment of the Executive, all outstanding and unexercised options theretofore granted by the Company shall, notwithstanding anything to the contrary set forth in the plan or agreement relating to such options, become immediately exercisable in full. (c) Upon the occurrence of a Change in Control, and without regard to the termination of the employment of the Executive, any and all restrictions on all outstanding restricted stock theretofore granted by the Company shall, notwithstanding anything to the contrary set forth in the plan or agreement relating to such restricted stock, expire immediately. (d) There will be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit for the Executive provided for in this Agreement, except as expressly provided in the severance compensation payable to Employee hereunder shall be reduced by last sentence of Section 4(a)(ii). (e) Without limiting the amount rights of compensation that Employee actually receives from the new employerExecutive at law or in equity, or as a consultant. However, Employee shall have a duty to inform if the Company that he has obtained such new employment, and the failure fails to do so is make any payment or provide any benefit required to be made or provided hereunder on a material breach of this Agreement. In such eventtimely basis, the Company shall will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest will be entitled to payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. (if) cease all payments to Employee Notwithstanding any other provision hereof, the parties' respective rights and obligations under this Paragraph 11.4; Section 4 and (ii) recover under Section 7 will survive any unauthorized payments to Employee in an action for breach termination or expiration of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management Control or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G termination of the Internal Revenue Code of 1986, as amended, or Executive's employment following a Change in Control for any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindreason whatsoever.

Severance Compensation. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six four (64) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

Severance Compensation. In (a) Upon termination of employment for any reason, the event Executive shall be entitled to: (iA) Employee terminates this Agreement for Good Reason all Base Salary earned through the date of termination to be paid according to Section 4; (B) any Annual Bonuses, pro-rated, to be paid in accordance with Paragraph 11.3 hereofSection 4(a) above.; (iiC) Employee is terminated all accrued but unused vacation time, and (d) reimbursement of all reasonable expenses as set forth in Section 7. (b) Upon termination of employment by Company for any reason other than for cause (except death or disability“Cause”) uponas defined in Section 10(c), or within six months following, a "Change in Management or Control upon termination of employment by Executive for good reason (“Good Reason”) as such term is defined in Paragraph 11.5 hereofSection 10(d)(1);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company Executive shall be entitled to receipt of all vested and unvested shares contemplated in the Executive Award in accord with the Executive Vesting Schedule as if no termination occurred. (ic) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in In the event of a termination upon by the Company without Cause, by the Executive for Good Reason or following by the Executive within one hundred eighty days (180) days of the occurrence of a Change in Management or Control, of Control (as defined below) and subject to the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue additional provisions of Section 280G of the Internal Revenue Code of 198610(d)(3), as amended, or any successor provision. In then in addition to the foregoing severance compensationcompensation set forth in Section 5(a) and 5(b), Executive shall also be entitled to the Company shall pay Employee following enhanced separation benefits (“Enhanced Separation Benefits”): (i) all compensation for services rendered hereunder and not previously paidthe greater of Executive’s continued Base Salary through the balance of the Employment Period, as renewed, or ) twelve (12) months of Executive’s then Base Salary; (ii) accrued vacation pay; continued participation in Company welfare benefit plans (including health benefits) on the same terms as immediately prior to termination and to be paid in full by the Company for the period of time set forth in this Section 5(c) (not to be less than nine months of continuation of benefits) and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved immediate vesting of all stock options/equity awards. (d) Upon termination of Executive’s continued benefits (either pursuant to Section 4 hereof5(a), all through 5(b) or 5(c) as the case may be), the Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and each of his “Qualified Beneficiaries” as defined by COBRA (“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date of terminationthe Executive’s termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. Employee shall not be entitled to To reimburse any bonus compensationCOBRA premium payment under this paragraph, whether vested or unvested; or any other compensation, benefits or reimbursement the Company must receive documentation of any kindthe COBRA premium payment within ninety (90) days of its payment.

Severance Compensation. In Upon termination of employment for any reason, other than for Cause, as defined below, and subject to the event provisions of Section 11(c)(3), the Executive shall be entitled to: (iA) Employee terminates this Agreement the sum of his annual Base Salary up to the end of the Employment Period following 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 Good Reason the Company 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 Paragraph 11.3 hereofCompany policy; and (iiD) Employee is terminated for all Share Awards earned and vested prior to termination. With respect to any reason (except Share Awards held by the Executive as of his death or disability) upon, or within six months following, a "Change in Management or Control (that are not vested and exercisable as of such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causedate, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at fully accelerate the rate payable at the time vesting and exercisability of such terminationShare 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) for to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of six one (61) months from year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. The Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and each of his “Qualified Beneficiaries” as defined by COBRA (“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the Executive’s termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such eventparagraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment. The Company shall be entitled to (i) cease deduct, from all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereofmade hereunder, all through the date of termination. Employee shall not be entitled to any bonus compensationapplicable taxes, whether vested or unvested; or any including income tax, FICA and FUTA, and other compensation, benefits or reimbursement of any kindappropriate deductions.

Severance Compensation. (1) In the event that Employee's employment with the Company is terminated by Employee for "good reason" (as defined below) during the initial three years after the Effective Date hereof, and provided that Employee complies with the provisions of Section 9 hereof, Employee will enter into a twelve-month consulting agreement at Employee's Base Salary as of the date of the termination of Employee's employment (the "Termination Date"). Following the termination of such consulting agreement, Employee will receive severance payments from the Company for 24 months at Employee's Base Salary as of the Termination Date, payable in equal monthly installments. If Employee's employment is terminated by Employee for "good reason" subsequent to the initial three years of employment after the Effective Date hereof or if, after the expiration of the Initial Term, Employee's employment is terminated by the Company for any reason other than "cause" (as defined below), and provided in either case that Employee complies with the provisions of Section 9 hereof, Employee will enter into a twelve-month consulting agreement at Employee's Base Salary as of the Termination Date. Following the termination of such consulting agreement, Employee will receive severance payments from the Company for twelve months at Employee's Base Salary as of the Termination Date, payable in equal monthly installments. (2) For purposes of this Agreement, "cause" shall mean (i) Employee's continuous and willful inattention to Employee's duties after at least one written notice of same has been given to Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereofand Employee has been given an opportunity to cure the same within thirty days after such notice; (ii) any breach by Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or of Section 9 of this Agreement; (iii) any act committed by Employee is terminated without Cause, with respect to the property or the business of the Company which constitutes gross recklessness, willful or gross misconduct or fraud; or (iv) criminal conduct which has caused material injury to the Company and which could reasonably result in conviction of a felony which involves fraud, dishonesty or moral turpitude, excluding from the definition of "cause," without limitation, such events as are stated not to constitute "cause" in the following sentence. Employee shall not be obligated considered to pay severance compensation to have been terminated for "cause" if terminated by the Company solely (a) as a result of Employee's bad judgment or negligence, (b) because of any act or omission believed by Employee in good faith to have been in or not opposed to the best interests of the Company (without intent of gaining therefrom directly or indirectly a profit to which Employee was not legally entitled) and reasonably believed by Employee not to have been improper or unlawful, (c) because of an amount equal to his salary compensation (at act or omission in respect of which a determination could properly have been made by the rate payable Board that Employee met the applicable standard of conduct prescribed for indemnification or reimbursement under the bylaws or charter of the Company, or the laws of the State of Washington, in each case in effect at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employeracts or omissions, or as a consultant (d) because of any act or omission with respect to which notice of termination is given more than twelve months after the termination earliest date on which a non-employee director of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained who is not a party to such new employment, and the failure to do so is a material breach act or omission knew or should have known of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon act or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindomission.

Severance Compensation. (1) In the event Employee's employment is terminated by Employee for "good reason" (as defined below) or in the event, after the expiration of the Initial Term, Employee's employment is terminated by the Company for any reason other than "cause" (as defined below), and provided in either case that Employee complies with the provisions of Section 9 hereof, Employee will be entitled to continue to receive from the Company Employee's Base Salary then in effect for a period of 12 months following the effective date of such termination (the "Termination Date"), payable in equal monthly installments. (2) For purposes of this Agreement, "cause" shall mean (i) Employee's continuous and willful inattention to Employee's duties after at least one written notice of same has been given to Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereofand Employee has been given an opportunity to cure the same within thirty days after such notice; (ii) any breach by Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or of Section 9 of this Agreement; (iii) any act committed by Employee is terminated without Cause, with respect to the property or the business of the Company which constitutes gross recklessness, willful or gross misconduct or fraud; or (iv) criminal conduct which has caused material injury to the Company and which could reasonably result in conviction of a felony which involves fraud, dishonesty or moral turpitude, excluding from the definition of "cause," without limitation, such events as are stated not to constitute "cause" in the following sentence. Employee shall not be obligated considered to pay severance compensation to have been terminated for "cause" if terminated by the Company solely (a) as a result of Employee's bad judgment or negligence, (b) because of any act or omission believed by Employee in good faith to have been in or not opposed to the best interests of the Company (without intent of gaining therefrom directly or indirectly a profit to which Employee was not legally entitled) and reasonably believed by Employee not to have been improper or unlawful, (c) because of an amount equal to his salary compensation (at act or omission in respect of which a determination could properly have been made by the rate payable Board that Employee met the applicable standard of conduct prescribed for indemnification or reimbursement under the bylaws or charter of the Company, or the laws of the State of Washington, in each case in effect at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employeracts or omissions, or as a consultant (d) because of any act or omission with respect to which notice of termination is given more than twelve months after the termination earliest date on which a non-employee director of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained who is not a party to such new employment, and the failure to do so is a material breach act or omission knew or should have known of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon act or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindomission.

Severance Compensation. In (a) Your employment by the event Company is not for any specific term but rather is on an ongoing at-will basis with the right by the Company and you to terminate your employment at any time. If the Company terminates your employment for any reason other than for "cause", then the Company shall pay you, as severance pay, provided that you have not breached the provisions of paragraph 4 hereof, your salary at the rate in effect immediately prior to such termination, for a period of three (3) years, in normal payroll installments in accordance with the Company's then payroll practices or, at the Company's option, in a lump sum. Thus, if you have not violated the non-compete restrictions in paragraph 4 hereof during a period expiring one year after the termination of your employment (as well as the other restrictions in that paragraph), the Company will guarantee that you will receive your salary for a period of three (3) years. This three-year severance obligation shall also apply if the Company terminates your employment by reason of your death or disability. Your severance pay under paragraphs 3 (a) and (c) shall be reduced by any salary, bonus or like monetary compensation earned by you as a result of your employment by another employer or otherwise. The Company shall have "cause" to terminate your employment only if you have (i) Employee terminates this Agreement for Good Reason acted in accordance bad faith or with Paragraph 11.3 hereof; dishonesty, (ii) Employee is terminated wilfully failed to follow the reasonable and lawful directions of the Company's current Co-Chief Executive Officers or the Board of Directors commensurate with your title and duties, (iii) performed your duties with gross negligence, or (iv) been convicted of a felony. (b) In addition, if the Company terminates your employment for any reason (except death or disability) uponother than for "cause", or within six months following, a "Change in Management or Control (as and if at the date of such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causetermination there are options granted to you by the Company under any option plan which was then not exercisable by reason of the installment terms thereof, the Company shall take such steps as may be obligated necessary or appropriate to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of make such termination) options immediately exercisable for a period of six at least thirty (630) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after days following the termination of this Agreement, your employment. (c) If you voluntarily leave the severance compensation payable to Employee hereunder shall be reduced by the amount employ of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover for any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationreason, the Company shall pay Employee (i) all compensation for services rendered hereunder you, as severance pay, provided that you have not breached the provisions of paragraph 4 hereof and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through provided the date of termination. Employee Company shall not be entitled have "cause" to any bonus compensationterminate your employment, whether vested or unvested; or any other compensationyour salary at the rate in effect immediately prior to your leaving the Company's employ for a period of one (1) year in normal payroll installments in accordance with the Company's then payroll practices or, benefits or reimbursement of any kind.at the Company's option, in a lump sum. 3 Mr.

Severance Compensation. In Upon termination of employment for any reason, the event Executive shall be entitled to: (iA) Employee terminates this Agreement all Base Salary earned through 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 Good Reason the Parent and the Company 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 Paragraph 11.3 hereofParent and Company policies; and (iiD) Employee any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. Additionally, if the Executive’s employment is terminated prior to expiration of the initial Employment Period (including due to his death or Disability, as defined in Section 12(b)) unless the Executive’s employment is terminated for any reason Cause (except death as defined in Section 12(c)) or disabilitythe Executive terminates his employment without Good Reason (as defined in Section 12(d) upon, or within six months following, and other than for a "Change in Management or Control (as such term is defined provided in Paragraph 11.5 hereofSection 12(d) and Section 12(f);" or (iii) Employee is terminated without Cause), the Company Executive shall be obligated entitled to pay severance compensation to Employee in an receive a cash amount equal to his salary compensation (at such amount as the rate payable at the time of such termination) Executive would have been entitled to receive as an aggregate Base Salary for a period of six twelve (612) months from (the date “Initial Term Severance Payment”) (provided that if this Agreement has been renewed subsequent to the Initial Term and the Executive’s employment is terminated prior to expiration of termination. Notwithstanding the foregoing, if Employee Employment Period (including due to his death or Disability) unless the Executive’s employment is employed by terminated for Cause or the Executive terminates his employment without Good Reason and other than for a new employer, or as a consultant after the termination of this AgreementChange in Control, the severance compensation payable to Employee hereunder Executive shall be reduced entitled to receive a cash payment as determined by the amount of compensation Board (the “Renewal Separation Payment”) (the Initial Term Severance Payment or the Renewal Separation Payment, as applicable herein shall may be referred to as the “Separation Payment”); provided, that Employee actually receives the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at the new employer, or as a consultant. However, Employee shall have a duty to inform time the Company that he has obtained such new employment, Separation Payment is first payable under this Section 6 and the failure to do so is a material breach Executive complies with his other obligations under Section 13 of this Agreement. In such eventSubject to the terms hereof and Section 409A (defined below), one-half (1/2) of the Company Separation Payment shall be entitled to paid within thirty (i30) cease all payments to Employee under this Paragraph 11.4days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release; and (ii) recover any unauthorized payments to Employee the balance of the Separation Payment shall be paid in an action for breach of contract. Notwithstanding anything else in this Agreement to substantially equal installments on the contrary, solely Company’s regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the event third calendar year beginning after the Executive’s termination of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindemployment.

Severance Compensation. In Section 6 of the event Original Agreement, “Severance Compensation,” is hereby amended to read as follows: “Upon termination of employment for any reason, the Executive shall be entitled to: (A) all Base Salary earned through 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 Company 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 Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. 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 12(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control as provided in Section 12(d) and Section 12(f)), the Executive shall be entitled to receive a cash amount equal to the lesser of: (i) Employee terminates this Agreement such amount as the Executive would have been entitled to receive as an aggregate Base Salary for Good Reason in accordance with Paragraph 11.3 hereofthe balance of the Initial Term; or (ii) Employee 50% of the amount of one year’s Base Salary as then in effect (the “Separation Payment”); provided, that the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable irrevocable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee Separation Payment is employed by a new employer, or as a consultant after the termination of first payable under this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, Section 6 and the failure to do so is a material breach Executive complies with his other obligations under Section 13 of this Agreement. In such eventSubject to the terms hereof, one-half (1/2) of the Company Separation Payment shall be entitled to paid within thirty (i30) cease all payments to Employee under this Paragraph 11.4days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release; and (ii) recover any unauthorized payments to Employee the balance of the Separation Payment shall be paid in an action for breach of contract. Notwithstanding anything else in this Agreement to substantially equal installments on the contrary, solely Company’s regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the event third calendar year beginning after the Executive’s termination of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindemployment.

Severance Compensation. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated Upon termination of employment for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causereason, the Company Executive shall be obligated to pay severance compensation to Employee in an amount equal to entitled to: (A) the sum of his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months 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. Notwithstanding With respect to any Share Awards held by the foregoingExecutive 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 Employee such Share Awards is employed by 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 new employerChange in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to 100% of 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 as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of compensation the Employment Period then in effect, if greater; provided, that Employee actually receives the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the new employer, or as a consultant. However, Employee shall have a duty to inform time the Company that he has obtained such new employment, Separation Payment is first payable under this Section 6 and the failure to do so is a material breach Executive complies with his other obligations under Section 13 of this Agreement. In such eventSubject to the terms hereof, 100% of the Company Separation Payment shall be entitled to paid within thirty (i30) cease all payments to Employee under this Paragraph 11.4; and days of the Executive’s termination of employment (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary“Initial Payment”), solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount provided that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindExecutive has executed a release.

Severance Compensation. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated Upon termination of employment for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causereason, the Company Executive shall be obligated to pay severance compensation to Employee in an amount equal to entitled to: (A) the sum of his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months 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. Notwithstanding With respect to any Share Awards held by the foregoingExecutive 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 Employee such Share Awards is employed by 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 new employerChange 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 as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of compensation the Employment Period then in effect, if greater; provided, that Employee actually receives the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the new employer, or as a consultant. However, Employee shall have a duty to inform time the Company that he has obtained such new employment, Separation Payment is first payable under this Section 6 and the failure to do so is a material breach Executive complies with his other obligations under Section 13 of this Agreement. In such eventSubject to the terms hereof, 100% of the Company Separation Payment shall be entitled to paid within thirty (i30) cease all payments to Employee under this Paragraph 11.4; and days of the Executive’s termination of employment (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary“Initial Payment”), solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount provided that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindExecutive has executed a release.

Severance Compensation. In the event (ia) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; If a Triggering Event occurs within eighteen (ii18) Employee is terminated for any reason (except death or disability) upon, months following a Change of Control or within six three (3) months following, before a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causeof Control, the Company shall be obligated pay to pay severance compensation to Employee in an Executive each of the following as “Severance Compensation”: (i) An amount equal to his salary compensation 110% of Executive’s highest Base Salary in place from the date that is three (at the rate payable at 3) months before a Change of Control through the time of such terminationthe Triggering Event, payable as specified below; and (ii) for a period An amount equal to the average of six (6) months Executive’s bonuses paid under Section 8 of his Employment Agreement over the previous two fiscal years from the date Triggering Event, payable as specified below. (b) Payment of termination. Notwithstanding the foregoing, if Employee Severance Compensation is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to contingent upon: (i) cease all payments Executive’s executing and delivering to Employee under this Paragraph 11.4the Company a release in favor of the Company in the form attached hereto as Exhibit A (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in Executive’s satisfactorily performing his obligations under this Agreement to the contraryas well as Sections 11 (Confidentiality/Nondisclosure) or 12 (Covenants Against Competition) in Executive’s Employment Agreement. Specifically, solely in the event if Executive has not satisfactorily performed all of a termination upon his obligations under this Agreement or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationsections of Executive’s Employment Agreement, then Executive will not be entitled to any Severance Compensation and the Company shall not pay Employee the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (i60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all compensation for services rendered hereunder and not previously paid; rights to receive the Severance Compensation. (iic) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant Subject to Section 4 hereof13, all through the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of terminationtermination of Executive’s employment with the Company, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. Employee It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any bonus compensationother salary, whether vested or unvested; or any other compensationbonuses, employee benefits or reimbursement other compensation after termination of any kindhis employment for reason other than a Triggering Event, except as otherwise specifically provided for under Executive’s Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. In (a) If at any time during the event Severance Period following the occurrence of a Change in Control the Company terminates the Executive's employment other than pursuant to Section 10(a) or the Executive terminates his employment pursuant to Section 10(b), (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated shall, no later than five business days after the Termination Date, pay to pay severance compensation to Employee the Executive a lump sum payment in an amount equal to his salary compensation one times the sum of (A) Base Pay (at the highest rate payable at in effect for any period prior to the time of such terminationTermination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(i)); (ii) the Company shall, for a period of six twelve months following the Termination Date (6the "Continuation Period"), arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) months substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination or denial described in Section 10(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits, which Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive, his dependents or his beneficiaries immediately prior to the Termination Date; (iii) the Company shall provide the Executive with outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 20% of the Executive's Base Pay; and (iv) notwithstanding anything to the contrary in the Executive's stock option agreement(s) or certificate(s) or in the stock option plan(s) under which Executive's stock options were granted, (A) (i) all of Executive's stock options that are outstanding as of the date hereof and are not then exercisable shall become immediately exercisable and shall terminate on the date one year from the date of termination. Notwithstanding the foregoingTermination Date, if Employee is employed by a new employerand not earlier, or as a consultant and (2) all stock options that may be granted to Executive after the termination date hereof and are not then exercisable shall terminate on the Termination Date and (B) Executive may exercise all or any of this Agreementhis options that are exercisable from time to time until the date one year from the Termination Date. If and to the extent that any benefit described in Section 11(a)(ii) or (iii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the severance compensation payable Company or any Subsidiary, as the case may be, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee hereunder Benefits. Without otherwise limiting the purposes or effect of Section 12, Employee Benefits otherwise receivable by the Executive pursuant to Section 11(a)(ii) or (iii) shall be reduced to the extent comparable welfare benefits are actually received by the amount Executive from another employer during the Continuation Period following the Executive's Termination Date, and any such benefits actually received by the Executive shall be reported by the Executive to the Company. (d) Without limiting the rights of compensation that Employee actually receives from the new employerExecutive at law or in equity, or as a consultant. However, Employee shall have a duty to inform if the Company that he has obtained such new employment, and the failure fails to do so is make any payment or provide any benefit required to be made or provided hereunder on a material breach of this Agreement. In such eventtimely basis, the Company shall pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Midwest Edition of The Wall Street Journal. Such interest shall be entitled to payable as it accrues on demand. Any change in such prime rate shall be effective on and as of the date of such change. (ie) cease all payments to Employee under this Paragraph 11.4; and (ii) recover Notwithstanding any unauthorized payments to Employee in an action for breach provision of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event parties' respective rights and obligations under this Section 11 and under Sections 12 and 16 shall survive any termination or expiration of a this Agreement or the termination upon or of the Executive's employment following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include Control for any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindreason whatsoever.

Severance Compensation. In the event a. If his employment is terminated under Section 7(a), Company shall pay to Employee (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; his base salary through the Termination Date, (ii) Employee is terminated for any reason (except death or disability) uponbenefits due under any employee benefit plans and unpaid as of the Termination Date, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or and (iii) such other benefits that may be required under law. Thereafter, Employee shall not receive any further compensation or benefits under this Agreement. b. If his employment is terminated without Causeunder Section 7(b), the Company shall be obligated to pay severance compensation to Employee in an amount equal to (i) his base salary compensation through a period of thirty (30) days following the Termination Date, (ii) any benefits due under any employee benefit plans and unpaid as of the Termination Date, (iii) such other benefits that may be required under law, and (iv) an amount equal to the base annual salary that would have been payable to him pursuant to paragraph 3(a) hereof if his employment had not been so terminated, as and when such payments would have been due hereunder but for the termination, less the greater of (A) 50% of such base annual salary, or (B) any disability insurance payments received by Employee in such period from any insurance or other plan or program maintained by the Company, at the rate its expense, for Employee's benefit. c. If his employment is terminated under Section 7(c), Company shall pay to Employee's estate an amount equal to (i)the payments Employee would be entitled to receive pursuant to Section 7(b)(i), (iii), and (iv) had employment been terminated under Section 7(b), plus any other benefits due and payable at the time of such terminationEmployee's death or by reason thereof. d. If his employment is terminated under Section 7(d), Company shall pay to employee (i) for an amount equal to the present value (based on a period 6% discount factor) of six (6) months the salary to which Employee would have been entitled as provided in Section 3, computed from the date day of termination. Notwithstanding Employee's termination through the foregoing, if Employee is employed by a new employer, or as a consultant after the termination remaining term of this Agreement, plus (ii) any benefits due Employee under any employee benefit plans and unpaid as of the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employmentTermination Date, and the failure to do so is a material breach of this Agreement. In (iii) such event, the Company shall other benefits that may be entitled to (i) cease all required under law. e. Any payments due to Employee under this Paragraph 11.4; Section 8 shall be due and payable within thirty (ii30) recover any unauthorized days following the termination of his employment. f. In calculating payments to Employee in an action for breach of contract. Notwithstanding anything else in under this Agreement to the contrarySection 8 or elsewhere under this Agreement, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to set off against any bonus compensation, whether vested or unvested; or such payment any other compensation, benefits or reimbursement of any kindamounts owed by Employee to Company.

Severance Compensation. In the event (ia) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; If a Triggering Event occurs within eighteen (ii18) Employee is terminated for any reason (except death or disability) upon, or within six months following, following a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causeof Control, the Company shall be obligated pay to pay severance compensation to Employee in an Executive each of the following as “Severance Compensation”: (i) An amount equal to his salary compensation (at the rate payable 110% of Executive’s Base Salary in place at the time of such terminationthe Triggering Event times 150% (i.e., a total of 165% of Executive’s Base Salary), payable as specified below; and (ii) for a period An amount equal to 150% of six (6) months the average of Executive’s bonuses paid under Section 8 of his Employment Agreement over the previous two fiscal years from the date Triggering Event, payable as specified below. (b) Payment of termination. Notwithstanding the foregoing, if Employee Severance Compensation is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to contingent upon: (i) cease Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all payments to Employee under this Paragraph 11.4claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in Executive’s satisfactorily performing his obligations under this Agreement to the contraryas well as Sections 11 (Confidentiality/Nondisclosure) or 12 (Covenants Against Competition) in Executive’s Employment Agreement. Specifically, solely in the event if Executive has not satisfactorily performed all of a termination upon his obligations under this Agreement or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationsections of Executive’s Employment Agreement, then Executive will not be entitled to any Severance Compensation and the Company shall not pay Employee the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (i60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all compensation for services rendered hereunder and not previously paid; rights to receive the Severance Compensation. (iic) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant Subject to Section 4 hereof13, all through the Severance Compensation shall be paid in equal monthly installments over a period of eighteen (18) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. Employee It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any bonus compensationother salary, whether vested or unvested; or any other compensationbonuses, employee benefits or reimbursement other compensation after termination of any kindhis employment for reason other than a Triggering Event, except as otherwise specifically provided for under Executive’s Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. In the event (ia) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; If a Triggering Event occurs within eighteen (ii18) Employee is terminated for any reason (except death or disability) upon, months following a Change of Control or within six three (3) months following, before a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causeof Control, the Company shall be obligated pay to pay severance compensation to Employee in an Executive each of the following as “Severance Compensation”: (i) An amount equal to his salary compensation 110% of Executive’s highest Base Salary in place from the date that is three (at the rate payable at 3) months before a Change of Control through the time of such terminationthe Triggering Event times 150% (i.e., a total of 165% of Executive’s Base Salary), payable as specified below; and (ii) for a period An amount equal to 150% of six (6) months the average of Executive’s bonuses paid under Section 8 of his Employment Agreement over the previous two fiscal years from the date Triggering Event, payable as specified below. (b) Payment of termination. Notwithstanding the foregoing, if Employee Severance Compensation is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to contingent upon: (i) cease all payments Executive’s executing and delivering to Employee under this Paragraph 11.4the Company a release in favor of the Company in the form attached hereto as Exhibit A (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in Executive’s satisfactorily performing his obligations under this Agreement to the contraryas well as Sections 11 (Confidentiality/Nondisclosure) or 12 (Covenants Against Competition) in Executive’s Employment Agreement. Specifically, solely in the event if Executive has not satisfactorily performed all of a termination upon his obligations under this Agreement or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationsections of Executive’s Employment Agreement, then Executive will not be entitled to any Severance Compensation and the Company shall not pay Employee the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (i60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all compensation for services rendered hereunder and not previously paid; rights to receive the Severance Compensation. (iic) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant Subject to Section 4 hereof13, all through the Severance Compensation shall be paid in equal monthly installments over a period of eighteen (18) months on Employer’s regular payroll dates in effect on the date of terminationtermination of Executive’s employment with the Company, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. Employee It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any bonus compensationother salary, whether vested or unvested; or any other compensationbonuses, employee benefits or reimbursement other compensation after termination of any kindhis employment for reason other than a Triggering Event, except as otherwise specifically provided for under Executive’s Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. In the event (ia) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; If a Triggering Event occurs within eighteen (ii18) Employee is terminated for any reason (except death or disability) upon, or within six months following, following a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causeof Control, the Company shall be obligated pay to pay severance compensation to Employee in an Executive each of the following as “Severance Compensation”: (i) An amount equal to his salary compensation (at the rate payable 110% of Executive’s Base Salary in place at the time of such terminationthe Triggering Event, payable as specified below; and (ii) for a period An amount equal to the average of six (6) months Executive’s bonuses paid under Section 8 of his Employment Agreement over the previous two fiscal years from the date Triggering Event, payable as specified below. (b) Payment of termination. Notwithstanding the foregoing, if Employee Severance Compensation is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to contingent upon: (i) cease Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all payments to Employee under this Paragraph 11.4claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in Executive’s satisfactorily performing his obligations under this Agreement to the contraryas well as Sections 11 (Confidentiality/Nondisclosure) or 12 (Covenants Against Competition) in Executive’s Employment Agreement. Specifically, solely in the event if Executive has not satisfactorily performed all of a termination upon his obligations under this Agreement or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationsections of Executive’s Employment Agreement, then Executive will not be entitled to any Severance Compensation and the Company shall not pay Employee the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (i60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all compensation for services rendered hereunder and not previously paid; rights to receive the Severance Compensation. (iic) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant Subject to Section 4 hereof13, all through the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. Employee It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any bonus compensationother salary, whether vested or unvested; or any other compensationbonuses, employee benefits or reimbursement other compensation after termination of any kindhis employment for reason other than a Triggering Event, except as otherwise specifically provided for under Executive’s Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. In (a) If the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is experiences a Termination of Employment during the Limited Period because the Company terminated for any reason (except death or disability) uponthe Employee’s employment during the Limited Period other than pursuant to a Company Termination Event, or within six months followingbecause the Employee voluntarily terminated his employment during the Limited Period pursuant to an Employee Termination Event, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, then the Company shall be obligated to pay as severance compensation to the Employee a lump sum cash payment in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultantCIC Severance Amount. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else Anything in this Agreement to the contrarycontrary notwithstanding, solely in the event of a termination upon or following if a Change in Management or Control occurs and, not more than 90 days prior to the date on which the Change in Control occurs, the Employee experiences a Termination of Employment because the Company terminated the Employee’s employment, such Termination of Employment will be deemed to be a Termination of Employment during the Limited Period for purposes of this Agreement if the Employee has reasonably demonstrated that such Termination of Employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (ii) otherwise arose in connection with or in anticipation of a Change in Control. In the amount event the Employee is entitled to the benefits under this Agreement as a result of severance compensation paid the preceding sentence, then the 60-calendar-day period specified in Section 4.1(c) shall be deemed to commence on the date on which the Employee hereunder shall not include any amount that receives the notice contemplated by the last sentence of Section 1.3 hereof. (b) If the Employee experiences a Termination of Employment because the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of has terminated the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationEmployee’s employment, the Company shall pay as severance compensation to the Employee a lump sum cash payment in the amount of the Severance Amount, unless the Termination of Employment occurs: (i) all compensation for services rendered hereunder and not previously paidduring the Limited Period; or (ii) accrued vacation paypursuant to a Company Termination Event; and or (iii) any appropriate business expenses incurred by Employee for reasons of (A) criminal activity or (B) willful misconduct or gross negligence in connection with his duties hereunder and approved the performance of the Employee’s duties; or (iv) pursuant to a Sale Termination. (c) The payment of the Severance Amount or the CIC Severance Amount required by this Section 4 4.1 shall, subject to Section 19.2 and to the execution and delivery by the Employee of the Release described in Section 7 NAI-1509265674v6 hereof, and the expiration of all through applicable rights of the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; revoke the Release or any other compensationprovision thereof, benefits or reimbursement be made to the Employee within 60 calendar days after the Termination Date. In no event will the Employee have a right to designate the taxable year of any kindsuch payment.

Severance Compensation. (1) In the event Employee's employment is terminated by Employee for "good reason" (as defined below) or in the event, on or after April 1, 2001, Employee's employment is terminated by the Company for any reason other than "cause" (as defined below), and provided in either case that Employee complies with the provisions of Section 9 hereof, Employee will be entitled to continue to receive from the Company Employee's Base Salary then in effect for a period of 18 months following the effective date of such termination (the "Termination Date"), payable in equal monthly installments. In the event, after the expiration of the Initial Term and prior to April 1, 2001, Employee's employment is terminated by the Company for any reason other than "cause" (as defined below), and provided that Employee complies with the provisions of Section 9 hereof, Employee will enter into a consulting agreement at Employee's Base Salary as of the Termination Date. The consulting agreement shall have a term equal to one-half of the number of whole or partial one-month periods between the Termination Date and April 1, 2001. Following the termination of such consulting agreement, Employee will receive severance payments from the Company at Employee's Base Salary as of the Termination Date for the balance of the 18 month period following the Termination Date, payable in equal monthly installments. (2) For purposes of this Agreement, "cause" shall mean (i) Employee's continuous and willful inattention to Employee's duties after at least one written notice of same has been given to Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereofand Employee has been given an opportunity to cure the same within thirty days after such notice; (ii) any breach by Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or of Section 9 of this Agreement; (iii) any act committed by Employee is terminated without Cause, with respect to the property or the business of the Company which constitutes gross recklessness, willful or gross misconduct or fraud; or (iv) criminal conduct which has caused material injury to the Company and which could reasonably result in conviction of a felony which involves fraud, dishonesty or moral turpitude, excluding from the definition of "cause," without limitation, such events as are stated not to constitute "cause" in the following sentence. Employee shall not be obligated considered to pay severance compensation to have been terminated for "cause" if terminated by the Company solely (a) as a result of Employee's bad judgment or negligence, (b) because of any act or omission believed by Employee in good faith to have been in or not opposed to the best interests of the Company (without intent of gaining therefrom directly or indirectly a profit to which Employee was not legally entitled) and reasonably believed by Employee not to have been improper or unlawful, (c) because of an amount equal to his salary compensation (at act or omission in respect of which a determination could properly have been made by the rate payable Board that Employee met the applicable standard of conduct prescribed for indemnification or reimbursement under the bylaws or charter of the Company, or the laws of the State of Washington, in each case in effect at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employeracts or omissions, or as a consultant (d) because of any act or omission with respect to which notice of termination is given more than twelve months after the termination earliest date on which a non-employee director of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained who is not a party to such new employment, and the failure to do so is a material breach act or omission knew or should have known of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon act or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindomission.

Severance Compensation. In Upon termination of employment for any reason, the event Executive shall be entitled to: (iA) Employee terminates this Agreement all Base Salary earned through 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 Good Reason the Company 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 Paragraph 11.3 hereofCompany policy; and (iiD) Employee any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. 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 12(b)) unless the Executive’s employment is terminated for any reason Cause (except death as defined in Section 12(c)) or disabilitythe Executive terminates his employment without Good Reason (as defined in Section 12(d) upon, or within six months following, and other than for a "Change in Management or Control (as such term is defined provided in Paragraph 11.5 hereofSection 12(d) and Section 12(f);" or (iii) Employee is terminated without Cause), the Company Executive shall be obligated entitled to pay severance compensation to Employee in an receive a cash amount equal to his salary compensation one hundred percent (at 100%) of the rate 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 Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee Separation Payment is employed by a new employer, or as a consultant after the termination of first payable under this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, Section 6 and the failure to do so is a material breach Executive complies with his other obligations under Sections 13 and 14 of this Agreement. In such eventSubject to the terms hereof, one-half (1/2) of the Company Separation Payment shall be entitled to paid within thirty (i30) cease all payments to Employee under this Paragraph 11.4days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release; and (ii) recover any unauthorized payments to Employee the balance of the Separation Payment shall be paid in an action for breach of contract. Notwithstanding anything else in this Agreement to substantially equal installments on the contrary, solely Company’s regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the event third calendar year beginning after the Executive’s termination of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindemployment.

Severance Compensation. In (a) If the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is experiences a Termination of Employment during the Limited Period because the Company terminated for any reason (except death or disability) uponthe Employee’s employment during the Limited Period other than pursuant to a Company Termination Event, or within six months followingbecause the Employee voluntarily terminated his employment during the Limited Period pursuant to an Employee Termination Event, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, then the Company shall be obligated to pay as severance compensation to the Employee a lump sum cash payment in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultantCIC Severance Amount. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else Anything in this Agreement to the contrarycontrary notwithstanding, solely in the event of a termination upon or following if a Change in Management or Control occurs and not more than 90 days prior to the date on which the Change in Control occurs, the Employee experiences a Termination of Employment because the Company terminated the Employee’s employment, such Termination of Employment will be deemed to be a Termination of Employment during the Limited Period for purposes of this Agreement if the Employee has reasonably demonstrated that such Termination of Employment (A) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (B) otherwise arose in connection with or in anticipation of a Change in Control. In the amount event the Employee is entitled to the benefits under this Agreement as a result of severance compensation paid the preceding sentence, then the 60-calendar-day period specified in Section 4.1(c) shall be deemed to commence on the date on which the Employee hereunder shall not include any amount that receives the notice contemplated by the last sentence of Section 1.3 hereof. (b) If the Employee experiences a Termination of Employment because the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of has terminated the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationEmployee’s employment, the Company shall pay as severance compensation to the Employee a lump sum cash payment in the amount of the Severance Amount unless the Termination of Employment occurs: (i) all compensation for services rendered hereunder and not previously paid; during the Limited Period, or (ii) accrued vacation pay; and pursuant to a Company Termination Event, or (iii) any appropriate business expenses incurred by Employee for reasons of (A) criminal activity or (B) willful misconduct or gross negligence in connection with his duties hereunder and approved the performance of the Employee’s duties, or (iv) pursuant to a Sale Termination. (c) The payment of the Severance Amount or the CIC Severance Amount required by this Section 4 4.1 shall, subject to Section 19.2 and to the execution and delivery by the Employee of the Release described in Section 7 hereof, and the expiration of all through applicable rights of the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; revoke the Release or any other compensationprovision thereof, benefits or reimbursement be made to the Employee within 60 calendar days after the Termination Date. In no event will the Employee have a right to designate the taxable year of any kindsuch payment.

Severance Compensation. In 5.1 If Employee's employment is terminated pursuant to Section 4.5 (by the event Company without cause), the Company shall: (a) until the Benefits Termination Date, continue to: (i) pay to Employee terminates this Agreement for Good Reason salary at the rate in accordance with Paragraph 11.3 hereof; effect on the Date of Termination (ii) pay for Employee's (and her immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (b) pay to Employee any bonuses which shall have accrued as of the Date of Termination. 5.2 If Employee's employment is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causeother than pursuant to Section 4.5, the Company shall be obligated to pay severance compensation to Employee (or Employee's estate or beneficiary, as the case may be) any unpaid base salary through the Date of Termination and any bonus that shall have accrued as of the Date of Termination. All rights and benefits which Employee or her estate may have under employee benefit plans in an amount equal to his salary compensation (which Employee shall be participating at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder employment shall be reduced determined in accordance with such plans. 5.3 If Employee's employment is terminated by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty Company pursuant to inform Section 4.4 (by the Company that he has obtained such new employmentFor Cause), and the failure subject to do so is a material breach of this Agreement. In such eventapplicable law and regulations, the Company shall be entitled to (i) cease all offset against any payments due Employee any loss or damage which the Company shall suffer as a result of the acts or omissions of Employee giving rise to termination under Section 4.4. 5.4 Employee under acknowledges that the Company has the right to terminate Employee's employment without cause and that such termination shall not be a breach of this Paragraph 11.4; Agreement or any other express or implied agreement between the Company and (ii) recover Employee. Accordingly, in the event of such termination, Employee shall be entitled only to those benefits specifically provided in this Section 5, and shall not have any unauthorized payments other rights to Employee in an action any compensation or damages from the Company for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely . 5.5 Employee acknowledges that in the event of a termination upon of Employee's employment for any reason, Employee (and Employee's estate, heirs, beneficiaries or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder others claiming through Employee) shall not include be entitled to any amount that severance or other compensation from the Company is prohibited from deducting for federal income tax purposes by virtue of except as specifically provided in this Section 280G 5. Without limitation on the generality of the Internal Revenue Code foregoing, this Section supersedes any plan or policy of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation that provides for services rendered hereunder severance to its officers or employees, and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested benefits under any such plan or unvested; or any other compensation, benefits or reimbursement of any kindpolicy.

Severance Compensation. In Upon termination of Executive’s employment prior to expiration of the event (i) Employee Employment Period unless the Executive’s employment is terminated for Cause or Executive terminates this Agreement his employment without Good Reason, the Executive shall be entitled to receive 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 Good Reason the Company during the period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in policy and an amount equal to Executive’s Base Salary, as in effect as of the date of termination for the nine months prior to such termination (the “Separation Period” and the payment, the “Separation Payment”), provided that Executive (a) executes an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation or revocation of such release by the Executive shall have passed or expired, and (b) complies with his salary compensation other obligations under this Agreement as provided in Section 12 and 13 hereof, as a condition to such Separation Payment. Subject to anything to the contrary in Section 11(d)(3), the Separation Payment shall be paid in in accordance with the customary payroll practices of the Company. Subject to the Executive’s (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of premiums for such plans at the active employee rate payable at (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the time cost of such terminationCOBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (x) for a period of the Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, and (y) six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after following the termination of date (the benefits provided under this Agreementclause (ii), the severance compensation payable to Employee hereunder “Medical Continuation Benefits”) or until such time as Executive shall be reduced by the amount of compensation that Employee actually receives obtain reasonably equivalent benefits from the new employer, subsequent employment or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindspousal benefits.

Severance Compensation. In (a) Upon the event occurrence of either one of the following events after an Acquisition (as defined below), then Employer or its successor shall pay to Employee severance compensation in the amount of One Hundred Seven Thousand Two Hundred and No/100 Dollars ($107,200.00) in equal monthly payments over a twelve (12) month period that commences with the effective date of termination or resignation, as the case may be (such period referred to as the "Term"): (i) If Employee terminates this Agreement continues his employment with Employer through the effective date of an Acquisition and after the Acquisition Employee's employment is terminated by Employer or its successor for Good Reason in accordance with Paragraph 11.3 hereofany reason other than for good cause (as defined below); or (ii) If within thirty (30) days after the closing of an Acquisition Employer or its successor has not offered to Employee a position of employment (under which employment Employee would office within a fifty (50) mile radius of his current home in Georgia) that is terminated for any reason mutually acceptable to Employee and Employer or its successor, and thereafter Employee resigns from his employment with Employer or its successor. (except death or disabilityb) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company The severance compensation shall be obligated to pay severance compensation to Employee payable in an amount equal to his salary compensation semi-monthly installments during the Term, less deductions and withholdings required by applicable law. (at the rate payable at the time of such terminationc) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination For purposes of this Agreement, the severance compensation payable to Employee hereunder "good cause" for termination of Employee's employment shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to exist (i) cease all payments if Employee is convicted of, pleads guilty to, or confesses to Employee under this Paragraph 11.4; and any felony or act of fraud, misappropriation, or embezzlement, or (ii) recover any unauthorized payments to if Employee has engaged in an action for breach of contract. Notwithstanding anything else in this Agreement a dishonest act to the contrary, solely in the event material damage or prejudice of a termination upon Employer or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amendedits successor, or any successor provision. In addition in conduct or activities materially damaging to the foregoing severance compensationbusiness of Employer or its successor. (d) If during the Term, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) violates any appropriate business expenses incurred by Employee provision in connection with his duties hereunder and approved pursuant to Section 4 hereof3 below, all through the date of termination. Employee shall not be entitled to any bonus of such severance compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

Severance Compensation. 5.1 Severance Compensation in the Event of a Termination Other Than for Cause. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee EMPLOYEE's employment is terminated as a result of a Termination Other Than for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation EMPLOYEE's Base Salary (at the rate payable at the time of such termination) shall be continued in semi-monthly installments for a period equal to 9 months, plus 2 weeks for each year (or part thereof) of six (6) EMPLOYEE's employment by TOKOX xx to a maximum of 12 months from the effective date of such termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement Section 5.1 to the contrary, solely EMPLOYEE may, anytime following notification of a Termination Other Than For Cause, submit to the Board of Directors a written request for a lump sum severance payment equal to the total of all unpaid cash payments that would otherwise be paid to EMPLOYEE pursuant to this Section 5.1. If the Board of Directors elects to grant the request for a lump sum severance payment, TOKOX xxxll make such payment to EMPLOYEE within 20 days following the date on which EMPLOYEE requests a lump sum severance payment or the effective date of such termination, whichever occurs earlier. In the event that the Board of Directors elects to deny such request, TOKOX xxxll provide security, satisfactory to EMPLOYEE, which approval shall not be unreasonably withheld, to ensure payment of all amounts owing to EMPLOYEE when due. EMPLOYEE, shall be entitled, at no cost to EMPLOYEE to participate in the event full executive program of a termination upon or following a Change in Management or Controlany outplacement firm, the amount of severance compensation paid acceptable to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes both EMPLOYEE and TOKOX, xxtil EMPLOYEE's reemployment by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provisionanother employer. In addition to the foregoing severance compensationcost of such outplacement program, to the Company extent that any part of such cost constitutes income to EMPLOYEE for state or federal income tax purposes, TOKOX xxxll "gross-up" such amount to compensate EMPLOYEE for all taxes hi may be required to pay. EMPLOYEE shall pay Employee (i) be entitled to all compensation COBRA benefits for services rendered hereunder and the 9 to 12 month period from the effective date of such termination but shall not previously paid; (ii) accrued vacation pay; and (iii) otherwise continue to accrue retirement benefits or continue to enjoy any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant other benefits under any plans of TOKOX xx which EMPLOYEE is a participant. Any awards granted to Section 4 hereof, all through EMPLOYEE under Tokox' Xxcentive Stock Option Plan that are vested as of the date of termination. Employee termination shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindexpire 60 days after the termination date.

Severance Compensation. In (a) Your employment by the event Company is not for any specific term but rather is on an ongoing at-will basis with the right by the Company and you to terminate your employment at any time. If the Company terminates your employment for any reason other than for “cause”, then the Company shall pay you, as severance pay, provided that you have not breached the provisions of paragraph 4 hereof, your salary at the rate in effect immediately prior to such termination, for a period of one (1) year, in normal payroll installments in accordance with the Company’s then payroll practices or, at the Company’s option, in a lump sum. Thus, if you have not violated the non-compete restrictions in paragraph 4 hereof during a period expiring two years after the termination of your employment (as well as the other restrictions in that paragraph), the Company will guarantee that you will receive your salary for a period of one (1) year. This one-year severance obligation shall also apply if you die or become disabled. Your severance pay under paragraphs 3(a) and (c) shall be reduced by any compensation earned by you as a result of your employment by another employer or otherwise. The Company shall have “cause” to terminate your employment only if you have (i) Employee terminates this Agreement for Good Reason acted in accordance bad faith or with Paragraph 11.3 hereof; dishonesty, (ii) Employee is terminated willfully failed to follow the directions of the Company’s current Co-Chief Executive Officers or the Board of Directors, (iii) performed your duties with gross negligence, or (iv) been convicted of a felony. (b) In addition, if the Company terminates your employment for any reason (except death or disability) uponother than for “cause”, or within six months following, a "Change in Management or Control (as and if at the date of such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causetermination there are options granted to you by the Company under any option plan which was then not exercisable by reason of the installment terms thereof, the Company shall take such steps as may be obligated necessary or appropriate to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of make such termination) options immediately exercisable for a period of six at least thirty (630) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after days following the termination of your employment. For purposes of this AgreementParagraph 3(b), the severance compensation payable to Employee hereunder your death or disability shall be reduced constitute a termination of your employment by the amount of compensation that Employee actually receives from the new employerCompany for a reason other than for “cause”, or as a consultant. Howeverand, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In in such event, the Company shall take such steps as may be entitled necessary or appropriate to make such options immediately exercisable for a period of at least twelve (i12) cease all payments to Employee under this Paragraph 11.4; and months following such termination of your employment. (iic) recover any unauthorized payments to Employee in an action for breach If you voluntarily leave the employ of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationreason, the Company shall pay Employee (i) all compensation for services rendered hereunder you, as severance pay, provided that you have not breached the provisions of paragraph 4 hereof and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through provided the date of termination. Employee Company shall not be entitled have “cause” to any bonus compensationterminate your employment, whether vested or unvested; or any other compensationyour salary at the rate in effect immediately prior to your leaving the Company’s employ for a period of one (1) year in normal payroll installments in accordance with the Company’s then payroll practices or, benefits or reimbursement of any kindat the Company’s option, in a lump sum.

Severance Compensation. In (a.) If the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is experiences a Termination of Employment during the Limited Period because the Company terminated for any reason (except death or disability) uponthe Employee’s employment during the Limited Period other than pursuant to a Company Termination Event, or within six months followingbecause the Employee voluntarily terminated his employment during the Limited Period pursuant to an Employee Termination Event, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, then the Company shall be obligated to pay as severance compensation to the Employee a lump sum cash payment in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultantCIC Severance Amount. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else Anything in this Agreement to the contrarycontrary notwithstanding, solely in the event of a termination upon or following if a Change in Management or Control occurs and not more than 90 days prior to the date on which the Change in Control occurs, the Employee experiences a Termination of Employment because the Company terminated the Employee’s employment, such Termination of Employment will be deemed to be a Termination of Employment during the Limited Period for purposes of this Agreement if the Employee has reasonably demonstrated that such Termination of Employment (A) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (B) otherwise arose in connection with or in anticipation of a Change in Control. In the amount event the Employee is entitled to the benefits under this Agreement as a result of severance compensation paid the preceding sentence, then the 60-calendar-day period specified in Section 4.1(c) shall be deemed to commence on the date on which the Employee hereunder shall not include any amount that receives the notice contemplated by the last sentence of Section 1.3 hereof. (b.) If the Employee experiences a Termination of Employment because the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of has terminated the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationEmployee’s employment, the Company shall pay as severance compensation to the Employee a lump sum cash payment in the amount of the Severance Amount unless the Termination of Employment occurs: (i) all compensation for services rendered hereunder and not previously paid; during the Limited Period, or (ii) accrued vacation pay; and pursuant to a Company Termination Event, or (iii) any appropriate business expenses incurred by Employee for reasons of (A) criminal activity or (B) willful misconduct or gross negligence in connection with his duties hereunder and approved the performance of the Employee’s duties, or (iv) pursuant to a Sale Termination. (c.) The payment of the Severance Amount or the CIC Severance Amount required by this Section 4 4.1 shall, subject to Section 20.2 and to the execution and delivery by the Employee of the Release described in Section 8 hereof, and the expiration of all through applicable rights of the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; revoke the Release or any other compensationprovision thereof, benefits or reimbursement be made to the Employee within 60 calendar days after the Termination Date. In no event will the Employee have a right to designate the taxable year of any kindsuch payment.

Severance Compensation. In 5.1 If Employee's employment is terminated by the event Company pursuant to Section 4.5 prior to the Second Anniversary Date, the Company shall: (a) until the earlier to occur of the Second Anniversary Date or six months from the Date of Termination (such earlier date, the "Severance Termination Date"), continue to (i) pay to Employee terminates this Agreement for Good Reason salary at the rate in accordance with Paragraph 11.3 hereofeffect on the Date of Termination; and (ii) pay for Employee's (and his immediate family's) participation in all the Company's medical, life, dental, disability and similar plans in which he was participating to the extent permitted by such plan; and (b) pay to Employee a pro-rated share (through the Severance Termination Date) of any Minimum Performance Bonus and, if applicable, Additional Bonus which would have been earned by Employee pursuant to Section 3.2 or 3.3, respectively, of this Agreement had Employee been employed the entire year in which the Date of Termination occurs. Notwithstanding the foregoing, the Company may terminate any payments pursuant to this Section 5.1 upon any breach by Employee of any provision of Section 7 of this Agreement. 5.2 If Employee's employment is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, other than by the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement not For Cause prior to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationSecond Anniversary Date, the Company shall pay to Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) or Employee's estate or beneficiary, as the case may be), any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved unpaid salary through the Date of Termination and, if termination was pursuant to Section 4 hereofSections 4.2 or 4.3, all the Company shall pay to Employee a pro-rated share (through the date of termination) of any Minimum Performance Bonus and, if applicable, Additional Bonus which would have been earned by Employee pursuant to Section 3.2 or 3.3, respectively, of this Agreement had Employee been employed the entire year in which the Date of Termination occurs. Employee shall not be entitled to any bonus compensation, whether vested Bonus (other than as set forth in the preceding sentence) for the year in which the Date of Termination occurs. All rights and benefits which Employee or unvested; or any other compensation, benefits or reimbursement his estate may have under employee benefit plans in which Employee shall be participating at the Date of any kindTermination shall be determined in accordance with such plans.

Severance Compensation. In the event (ia) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; If a Triggering Event occurs within eighteen (ii18) Employee is terminated for any reason (except death or disability) upon, months following a Change of Control or within six three (3) months following, before a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causeof Control, the Company shall be obligated pay to pay severance compensation to Employee in an Executive each of the following as “Severance Compensation”: (i) An amount equal to his salary compensation 110% of Executive’s highest Base Salary in place from the date that is three (at the rate payable at 3) months before a Change of Control through the time of such terminationthe Triggering Event, payable as specified below; and (ii) for a period An amount equal to the average of six (6) months Executive’s bonuses paid over the previous two fiscal years from the date Triggering Event, payable as specified below. (b) Payment of termination. Notwithstanding the foregoing, if Employee Severance Compensation is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to contingent upon: (i) cease all payments Executive’s executing and delivering to Employee under this Paragraph 11.4the Company a release in favor of the Company in the form attached hereto as Exhibit A (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) recover Executive’s satisfactorily performing his obligations under this Agreement as well as any unauthorized payments to Employee restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an action for breach Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of contract. Notwithstanding anything else in his obligations under this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationRestrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay Employee the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (i60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all compensation for services rendered hereunder and not previously paid; rights to receive the Severance Compensation. (iic) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant Subject to Section 4 hereof13, all through the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of terminationtermination of Executive’s employment with the Company, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. Employee It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any bonus compensationother salary, whether vested or unvested; or any other compensationbonuses, employee benefits or reimbursement other compensation after termination of any kindhis employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee the Employee's employment hereunder is terminated by the Company during the Employment Term for any reason (except other than for cause, death or disability, the Company shall pay to the Employee as severance compensation an amount equal to six (6) upon, or within six months following, a "Change in Management or Control months' Salary. (as such term is defined in Paragraph 11.5 hereof);" or (iiib) Employee In the event the Employee's employment hereunder is terminated by the Company after the Employment Term for any reason, including the expiration of the Employment Term without Causerenewal thereof by the Company, and other than for cause, death or disability, the Company shall pay to the Employee as severance compensation an amount equal to six (6) months' Salary. (c) If the Employee resigns from the employ of the Company during the Employment Term as a result of the principal place of business of the Employee being moved to a location which is greater than fifty (50) miles from the Employee's current residence in Floral Park, New York, the Company shall be obligated to pay to the Employee as severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from months' Salary. (d) Severance compensation shall be paid biweekly in accordance with the date of terminationCompany's usual practices. Notwithstanding Employee shall also be paid biweekly for unused vacation time. (e) In the foregoing, if event the Employee is employed by a new employer, or as a consultant after the termination of receives severance compensation under this AgreementSection 6, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to receive any bonus other compensation or benefits under this Agreement after the termination of the Employee's employment hereunder and, as a condition to receiving such severance compensation, whether vested or unvested; or any the Employee hereby agrees that he shall have no other compensation, benefits or reimbursement claim against the Company by reason of any kindthis Agreement.

Severance Compensation. In (a) If Employee's employment is terminated pursuant to Section 4(e) (by the event Company without cause) prior to the end of the Term, the Company shall: (i) continue to pay to Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereofthe salary which Employee would have earned through the end of the Term as if Employee's employment had not terminated; (ii) shall pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans through the end of the Term, to the extent permitted by the plan; and (iii) pay to Employee any unpaid bonus or incentive compensation which has been earned by Employee at the time of termination of employment. (b) If Employee's employment is terminated by Employee pursuant to Section 4(f) prior to the end of the Term, the Company shall: (i) within five days following termination, pay to Employee an amount equal to the amount of salary which Employee would have earned from the date of termination through the end of the Term had Employee's employment not terminated (which payment shall be a lump sum without discount); (ii) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans through the end of the Term, to the extent permitted by the plan; and (iii) pay to Employee any unpaid bonus or incentive compensation which has been earned by Employee at the time of termination of employment. (c) If Employee's employment is terminated for any reason (except death other than by the Company without cause prior to the end of the Term or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereofby Employee pursuant to Section 4(f);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his (or Employee's estate or beneficiary, as the case may be): (i) any unpaid base salary through the date of termination of employment, and (ii) any unpaid bonus or incentive compensation (at the rate payable which has been earned by Employee at the time of such termination) for a period termination of six (6) months from employment.All rights and benefits which Employer or his estate may have under employee benefit plans in which Employee shall be participating at the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder employment shall be reduced determined in accordance with such plans. (d) If Employee's employment is terminated by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty Company pursuant to inform Section 4(d) (by the Company that he has obtained such new employmentFor Cause), and the failure subject to do so is a material breach of this Agreement. In such eventapplicable law and regulations, the Company shall be entitled to offset against any payments due Employee any loss or damage which the Company shall suffer as a result of the acts or omissions of Employee giving rise to termination under Section 4(d). (ie) cease all payments Employee acknowledges that the Company has the right to terminate Employee's employment without cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Employee. Accordingly, in the event of such termination, Employee under shall be entitled only to those benefits specifically provided in this Paragraph 11.4; Section 5, and (ii) recover shall not have any unauthorized payments other rights to Employee in an action any compensation or damages from the Company for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely . (f) Employee acknowledges that in the event of a termination upon of Employee's employment for any reason, neither Employee (nor Employee's estate, heirs, beneficiaries or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder others claiming through Employee) shall not include be entitled to any amount that severance or other compensation from the Company is prohibited from deducting for federal income tax purposes by virtue of except as specifically provided in this Section 280G 5. Without limitation on the generality of the Internal Revenue Code foregoing, this Section supersedes any plan or policy of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation which provides for services rendered hereunder severance to its officers or employees, and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested benefits under any such plan or unvested; or any other compensation, benefits or reimbursement of any kindpolicy.

Severance Compensation. In (a) Your employment by the event Company is not for any specific term but rather is on an ongoing at-will basis with the right by the Company and you to terminate your employment at any time. If the Company terminates your employment for any reason other than for "cause", then the Company shall pay you, as severance pay, provided that you have not breached the provisions of paragraph 4 hereof, your salary at the rate in effect immediately prior to such termination, for a period of three (3) years, in normal payroll installments in accordance with the Company's then payroll practices or, at the Company's option, in a lump sum. Thus, if you have not violated the non-compete restrictions in paragraph 4 hereof during a period expiring one year after the termination of your employment (as well as the other restrictions in that paragraph), the Company will guarantee that you will receive your salary for a period of three (3) years. This three-year severance obligation shall also apply if the Company terminates your employment by reason of your death or disability. Your severance pay under paragraphs 3 (a) and (c) shall be reduced by any compensation earned by you as a result of your employment by another employer or otherwise. The Company shall have "cause" to terminate your employment only if you have (i) Employee terminates this Agreement for Good Reason acted in accordance bad faith or with Paragraph 11.3 hereof; dishonesty, (ii) Employee is terminated wilfully failed to follow the directions of the Company's current Co-Chief Executive Officers or the Board of Directors, (iii) performed your duties with gross negligence, or (iv) been convicted of a felony. (b) In addition, if the Company terminates your employment for any reason (except death or disability) uponother than for "cause", or within six months following, a "Change in Management or Control (as and if at the date of such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causetermination there are options granted to you by the Company under any option plan which was then not exercisable by reason of the installment terms thereof, the Company shall take such steps as may be obligated necessary or appropriate to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of make such termination) options immediately exercisable for a period of six at least thirty (630) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after days following the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new your employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

Severance Compensation. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; or (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period the remaining term of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In the event Employee is terminated without Cause, or terminates this Agreement for Good Reason, within three (3) years of a "Change in Management or Control" (as such eventterm is defined in Paragraph 11.5 hereof), the Company shall be entitled obligated to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments pay severance compensation to Employee in an action for breach amount equal to 2.99 times the sum of contract. Notwithstanding anything else (a) Employee's then current salary compensation, plus (b) the highest amount of bonus earned by Employee in this Agreement any fiscal year during the three fiscal years prior to the contrary, solely in the event of a termination upon or following a Change in Management or Control, or in any fiscal year in the amount three-year period immediately prior to the date of this Agreement, and such severance compensation paid shall be "grossed up" for all federal and state taxes payable thereon. Employee shall have the option, in his sole discretion, to receive such severance compensation in one lump sum. Additionally, Employee hereunder shall not include be entitled to exercise the vested portion of any amount that of his Company stock options for a period of eighteen (18) months after the Company is prohibited from deducting for federal income tax purposes by virtue date of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provisiontermination. In addition to the foregoing severance compensation, the Company shall pay the reasonable cost of outplacement services for Employee and also pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

Severance Compensation. In the event (i) Employee terminates this Agreement your employment with the Company is terminated by you for Good Reason (as defined in paragraph 16.4) or by the Company without Cause (as defined in paragraph 16.4) at any time, then, subject to your executing and not revoking a release of claims in form satisfactory to the Company or its successor(s) and your compliance with the terms and conditions of the paragraph 16.2, you shall be entitled to the following: (1) two (2) years continuation (from the date of termination) of your base salary and target bonus (with respect to your target bonus, assuming a payout equal to 100% of your base salary as at the date of termination), paid in accordance with Paragraph 11.3 hereofthe Company’s normal payroll practice and subject to withholding taxes and/or any other deduction required by law; (ii) Employee is terminated for any reason (except death or disability) uponNotwithstanding the above, or within six months following, a "Change if you subsequently breach your obligations set forth in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causeparagraph 16.2, the Company shall will, without prejudice to any other remedies available to it, be obligated entitled to pay severance compensation recover from you the sum paid to Employee in an amount equal to his salary compensation you under this paragraph; and (2) at your request, the continuation of the medical cover you will have as at the rate payable at the time date of such termination) termination for a period of six eighteen (618) months following the date of termination (or, if earlier, until you cease to be eligible for such medical coverage); Notwithstanding the above, if you subsequently breach your obligations set forth in paragraph 16.2, the Company will, without prejudice to any other remedies available to it, immediately cease to provide the medical cover and the Company will be entitled to recover from you the sum equivalent to the cost incurred by the Company in having provided the medical cover from the date of termination. Notwithstanding In the foregoingevent that you breach any of the restrictions in section 16.2, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable you shall reimburse to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employmentthe salary, bonus and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount medical insurance cover that the Company is prohibited from deducting for federal income has paid or provided to you as severance compensation since the termination date, together with any tax purposes and National Insurance Contributions (both employer’s and employee’s) that have been incurred by virtue the Company in respect of Section 280G such salary, bonus and medical insurance. For the avoidance of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationdoubt, the compensation payable under clause 16.3.(1) shall be deemed to include any money that may be payable to you by the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved your notice period pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindclause 16.1.

Severance Compensation. In the event (ia) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; If a Triggering Event occurs within eighteen (ii18) Employee is terminated for any reason (except death or disability) upon, or within six months following, following a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causeof Control, the Company shall be obligated pay to pay severance compensation to Employee in an Executive each of the following as “Severance Compensation”: (i) An amount equal to his salary compensation (at the rate payable 110% of Executive’s Base Salary in place at the time of such terminationthe Triggering Event, payable as specified below; and (ii) for a period An amount equal to the average of six (6) months Executive’s bonuses paid over the previous two fiscal years from the date Triggering Event, payable as specified below. (b) Payment of termination. Notwithstanding the foregoing, if Employee Severance Compensation is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to contingent upon: (i) cease Executive’s executing and delivering to the Company a release in favor of the Company in a form satisfactory to the Company and its counsel, which generally and unconditionally releases from all payments to Employee under this Paragraph 11.4claims the Company and its directors, officers, employees, insurers, and other affiliates (the “General Release”) and the General Release becoming effective without timely revocation; and (ii) recover Executive’s satisfactorily performing his obligations under this Agreement as well as any unauthorized payments to Employee restrictive covenants, including but not limited to, confidentiality, non-disclosure, non-solicitation, and non-competition, that may be made and entered into by and between the Executive and the Company after the date of this Agreement, whether contained in an action for breach Employment Agreement or otherwise (the “Restrictive Covenants”). Specifically, if Executive has not satisfactorily performed all of contract. Notwithstanding anything else in his obligations under this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationRestrictive Covenants, then Executive will not be entitled to any Severance Compensation and the Company shall not pay Employee the Severance Compensation; or, if such Severance Compensation has already been paid, Executive shall be required to reimburse the Company in the full amounts paid. Further, if the Executive has not executed and delivered the General Release by the date that is sixty (i60) days after the Triggering Event (the “Required Release Date”), the Executive shall forfeit all compensation for services rendered hereunder and not previously paid; rights to receive the Severance Compensation. (iic) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant Subject to Section 4 hereof13, all through the Severance Compensation shall be paid in equal monthly installments over a period of twelve (12) months on Employer’s regular payroll dates in effect on the date of termination, commencing with the first payroll date following the date on which the General Release is executed and delivered and the expiration of all revocation periods in the General Release (the “Release Effective Date”); provided that, if the date of the Triggering Event and the Required Release Date are in different calendar years, payment shall commence on the first payroll date of the second year (regardless of when the Release Effective Date occurs). (d) All Severance Compensation payments are subject to the usual taxes, payroll deductions and withholdings and shall be mailed to Executive’s last known residential address. Employee It is Executive’s obligation to keep the Company informed as to any changes to such address. (e) Executive shall not be entitled to any bonus compensationother salary, whether vested or unvested; or any other compensationbonuses, employee benefits or reimbursement other compensation after termination of any kindhis employment for reason other than a Triggering Event, except as otherwise specifically provided for under an Employment Agreement, the Company’s employee benefit plans or as otherwise expressly required by applicable law.

Severance Compensation. (a) In the event (ithat Sun Communities terminates the Executive's employment under the Sun Agreement without "cause" pursuant to paragraph 7(a)(i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for thereof, the Executive shall be entitled to any reason (except death or disability) uponunpaid Base Salary, or within six months following, a "Change in Management or Control (as bonus and benefits accrued and earned by him hereunder up to and including the effective date of such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, termination and the Company shall be obligated to pay severance compensation to Employee in the Executive monthly an amount equal to his salary compensation one-twelfth (at 1/12) of the rate payable at Base Salary in effect on the time date of such termination) termination for a period of six up to twelve (612) months from if the date Executive fully complies with paragraph 12 of terminationthe Sun Agreement (the "Severance Payment"). Notwithstanding the foregoing, if Employee is employed by a new employerthe Company, or as a consultant after in its sole discretion, may elect to make the Severance Payment to the Executive in one lump sum due within thirty (30) days of the Executive's termination of employment. (b) In the event of termination of the Executive's employment under the Sun Agreement for "cause" or if the Executive voluntarily terminates his employment under this Agreement or the Sun Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company Executive shall be entitled to (i) cease all payments to Employee no further compensation or other benefits under this Paragraph 11.4; Agreement, except only as to any unpaid Base Salary, bonus and benefits accrued and earned by him hereunder up to and including the effective date of such termination. (iic) recover Regardless of the reason for termination of the Executive's employment hereunder, bonuses and benefits shall be prorated for any unauthorized payments period of employment not covering an entire year of employment. (d) Notwithstanding anything to Employee the contrary in an action for this paragraph 8, the Company's obligation to pay, and the Executive's right to receive, any compensation under this paragraph 8, including, without limitation, the Severance Payment, shall terminate upon the Executive's breach of contractany provision of paragraph 12 of the Sun Agreement or the Executive's breach of any provision of that certain Reimbursement Agreement by and between the Executive and Sun Communities Operating Limited Partnership. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or ControlIn addition, the amount of severance Executive shall promptly forfeit any compensation paid to Employee hereunder shall not include any amount that received from the Company is prohibited from deducting for federal income tax purposes by virtue under this paragraph 8, including, without limitation, the Severance Payment, upon the Executive's breach of Section 280G any provision of paragraph 12 of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindSun Agreement.

Severance Compensation. In (a) Upon the event occurrence of either one of the following events after an Acquisition (as defined below), then Employer or its successor shall pay to Employee severance compensation in the amount of One Hundred Twenty One Thousand and No/100 Dollars ($121,000.00) in equal monthly payments over a twelve (12) month period that commences with the effective date of termination or resignation, as the case may be (such period referred to as the "Term"): (i) If Employee terminates this Agreement continues his employment with Employer through the effective date of an Acquisition and after the Acquisition Employee's employment is terminated by Employer or its successor for Good Reason in accordance with Paragraph 11.3 hereofany reason other than for good cause (as defined below); or (ii) If within thirty (30) days after the closing of an Acquisition Employer or its successor has not offered to Employee a position of employment (under which employment Employee would office within a fifty (50) mile radius of his current home in Georgia) that is terminated for any reason mutually acceptable to Employee and Employer or its successor, and thereafter Employee resigns from his employment with Employer or its successor. (except death or disabilityb) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company The severance compensation shall be obligated to pay severance compensation to Employee payable in an amount equal to his salary compensation semi-monthly installments during the Term, less deductions and withholdings required by applicable law. (at the rate payable at the time of such terminationc) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination For purposes of this Agreement, the severance compensation payable to Employee hereunder "good cause" for termination of Employee's employment shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to exist (i) cease all payments if Employee is convicted of, pleads guilty to, or confesses to Employee under this Paragraph 11.4; and any felony or act of fraud, misappropriation, or embezzlement, or (ii) recover any unauthorized payments to if Employee has engaged in an action for breach of contract. Notwithstanding anything else in this Agreement a dishonest act to the contrary, solely in the event material damage or prejudice of a termination upon Employer or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amendedits successor, or any successor provision. In addition in conduct or activities materially damaging to the foregoing severance compensationbusiness of Employer or its successor. (d) If during the Term, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) violates any appropriate business expenses incurred by Employee provision in connection with his duties hereunder and approved pursuant to Section 4 hereof3 below, all through the date of termination. Employee shall not be entitled to any bonus of such severance compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

Severance Compensation. In the event (i) Employee terminates this Agreement for If your employment is terminated either by you with Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) uponwithin 12 months following a Change of Control, or by the Company without Cause within six 3 months followingpreceding or within 12 months following a Change of Control, subject to your executing and delivering to the Company, and not revoking, a "Change release of claims in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, a form acceptable to the Company shall be obligated to (the “Release”) within the 30-day period following your termination of employment: (a) the Company will pay you severance compensation to Employee in an amount equal to his salary compensation (at the rate 12 months of your then current annual base salary, payable at the time of such termination) for in equal installments over a period of six 12 months (6the “Severance Period”) months from in accordance with the Company’s payroll practices, commencing on your termination of employment; (b) if you have been continuously employed by the Company for at least one year as of the date your employment terminates, all of the outstanding unvested equity awards of the Company held by you shall become fully vested and, if applicable, exercisable as of the date of your termination, provided that with respect to any such awards intended to constitute “qualified performance based compensation” under Section 162(m) of the Code, whether a Change of Control has occurred shall be determined without regard to clause (iv) of the definition of Change of Control below; and (c) If you timely elect continued group medical insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse you for a portion of the applicable premiums, based on the then-current cost-sharing rates for active employees, for you and your eligible dependents during the period commencing on the date of your termination of employment and ending on the earliest to occur of (a) the final day of the Severance Period, (b) the date you and/or your eligible dependents are no longer eligible for COBRA, and (c) the date you become eligible to receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of such eligibility). Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company determines that he has obtained it cannot provide such new employment, and the failure reimbursement of premiums to do so is a material breach of this Agreement. In such eventyou without potentially violating applicable law, the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to a portion of the applicable premiums, based on then-current cost-sharing rates for active employees, which payment will be entitled made regardless of whether you elect COBRA continuation coverage and will commence in the month following the month in which your termination of employment occurs and end on the earliest to occur of (ix) cease all payments to Employee under this Paragraph 11.4; the final day of the Severance Period, (y) the date you and/or your eligible dependents are no longer eligible for COBRA, and (iiz) recover any unauthorized payments the date you become eligible to Employee in an action for breach receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of contractsuch eligibility). Notwithstanding anything else in this Agreement herein to the contrary, solely in the event that any compensation or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 409A (as defined below) becomes payable upon the occurrence of a termination upon or following a Change in Management or of Control, the amount of severance such compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee benefit shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement paid unless such Change of any kind.Control constitutes a “change in control event” within the meaning of Section 409A.

Severance Compensation. In the event the ---------------------- Executive's employment hereunder is not renewed by reason of the expiration of the employment term without renewal thereof by the Company, and other than for cause, death or disability, the Company shall pay to the Executive as severance compensation an amount equal to six (i6) Employee terminates this Agreement for Good Reason months' Base Salary. Severance compensation shall be paid biweekly in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated the Company's usual practices. In the event that the Company terminates the employment of the Executive hereunder without Cause, cause the Company shall be obligated to honor the balance of this Agreement in accordance with applicable law. In addition, in the event the Executive's employment hereunder is terminated by the Company for any reason, including the expiration of the employment term without renewal thereof by the Company, and other than for cause, death or disability, the Company shall pay severance compensation to Employee the Executive (x) the bonus payments set forth in an amount equal subsections a) and b) of Section 4(a)(ii) hereof, to his salary compensation the extent such bonuses have been earned by the Executive and not yet paid, (at y) the rate pro rata portion of the bonus payment set forth in subsections c) and d) of Section 4(a)(ii) hereof, and (z) the pro rata portion of any new bonus plan adopted pursuant to subsection e) of Section 4(a)(ii) hereof, based upon the number of days the Executive worked during the Company's fiscal year for which such bonus is computed, to the extent the numerical requirements are actually met for the fiscal year in question, which shall be payable at the time of the determination of such termination) for a period of six (6) months from bonus. In the date of termination. Notwithstanding event the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of Executive receives severance compensation under this AgreementSection 7, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee Executive shall not be entitled to receive any bonus other compensation or benefits under this Agreement after the termination of the Executive's employment hereunder and, as a condition to receiving such severance compensation, whether vested or unvested; or any the Executive hereby agrees that she shall have no other compensation, benefits or reimbursement claim against the Company by reason of any kindthis Agreement.

Severance Compensation. In (a) Upon termination of employment for any reason, the event Executive shall be entitled to: (iA) Employee terminates this Agreement all Base Salary earned through the date of termination to be paid according to Section 4, (B) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a), (C) 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 Good Reason the Company during the period ending on the termination date to be paid according to Section 8, (D) any accrued but unused vacation time through the termination date in accordance with Paragraph 11.3 hereof; Company policy, and (iiE) Employee is terminated for any reason all Share Awards and Options earned and vested prior to the date of termination (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causecollectively, the “Separation Payment”); provided, that the Executive executes an agreement releasing Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding Separation Payment is first payable under this Section 6(a)and the foregoing, if Employee is employed by a new employer, or as a consultant after the termination Executive complies with his other obligations under Section 13 of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. . (b) In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon by the Company without Cause, by the Executive for Good Reason or following by the Executive within one hundred eighty days (180) days of the occurrence of a Change of Control (as defined in Management or Control, Section 11(f)) and subject to the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue additional provisions of Section 280G of the Internal Revenue Code of 198611(d)(2), as amended, or any successor provision. In then in addition to the foregoing severance compensationcompensation set forth in Section 6(a), the Company Executive shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not also be entitled to his continued Base Salary through the balance of the Employment Period, as renewed; provided, that the Executive executes an agreement releasing Company and its affiliates from any bonus compensation, whether vested or unvested; or any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6(b) and the Executive complies with his other compensation, benefits or reimbursement obligations under Section 13 of any kindthis Agreement.

Severance Compensation. (a) In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (or Executive’s estate) such portions of Executive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) Employee terminates this Agreement amounts for Good Reason accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination, and in any event in accordance with Paragraph 11.3 hereof; applicable law. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated by the Company without Cause, the Company shall be obligated pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance compensation to Employee in an amount equal to his salary compensation benefits set forth below for twelve (at the rate payable at the time of such termination12) months, or for a period of six eighteen (618) months from if such termination occurs during the twelve (12) month period following a Corporate Change (the “Protected Period”), following Executive’s termination of employment (as applicable, the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and, to the extent applicable, nonrevocation of a standard separation and general release of claims agreement, substantially in the form attached hereto as Exhibit A (the “Release”), which Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s termination of employment. The severance benefits shall be paid or commence, as applicable, on the first payroll period following the date of terminationthe Release becomes effective (the “Payment Date”). Notwithstanding the foregoing, if Employee is employed by a new employerthe 60th day following Executive’s termination occurs in the calendar year following the date on which Executive’s employment terminates, or as a consultant after then the termination of this Agreement, the severance compensation payable to Employee hereunder Payment Date shall be reduced by the amount no earlier than January 1 of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to subsequent calendar year. (i) cease The Company shall continue to pay Executive his base salary for the Severance Period in accordance with the Company’s payroll practice. The payments will commence on the Payment Date, provided that the first installment will include all payments amounts that otherwise would have been paid to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contractExecutive from the date his employment terminates through the Payment Date. Notwithstanding anything else in this Agreement to the contraryforegoing, solely in if Executive’s termination of employment occurs during the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationProtected Period, the Company shall pay Employee Executive his base salary for the Severance Period in a lump sum on the Payment Date. (ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, the Company shall pay Executive an amount equal to one and one-half times his target annual bonus, described in Section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum on the Payment Date. (iii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, one hundred percent (100%) of Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) prior to his termination shall vest immediately. (iv) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law. (c) In the event that Executive’s employment hereunder is terminated (i) all compensation by Executive for services rendered hereunder and not previously paid; other than a Good Reason, or (ii) accrued vacation pay; and by the Company for Cause, or (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant as a result of Executive’s death or Disability, then the Company will pay to Section 4 hereof, all through Executive the date of terminationAccrued Obligations. Employee The Company shall not be entitled have no obligation to any bonus compensation, whether vested pay Executive (or unvested; or Executive’s estate) any other compensation, benefits or reimbursement of any kindcompensation following such termination except as provided in Section 4(a).

Severance Compensation. In (a) If the event (i) Employee Company terminates the Executive's employment during the term of this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) uponother than pursuant to Section 8(a), or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereofif the Executive terminates his employment pursuant to Section 8(b);" or (iii) Employee is terminated without Cause, the Company shall be obligated pay to pay severance compensation the Executive the following amounts within thirty (30) business days after the Termination Date and continue to Employee provide to the Executive the following benefits: (i) A lump sum payment in an amount equal to his salary compensation three (at 3) times the rate payable at the time of such terminationBase Pay; (ii) for For a period of six two years following the Termination Date (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event"Continuation Period"), the Company shall be arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (ior, if greater, immediately prior to the reduction, termination, or denial described in Section 8(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits. If and to the extent that (b) cease all payments Without limiting the rights of the Executive at law or in equity, if the Company fails to Employee under this Paragraph 11.4; make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company shall pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. Such interest shall be payable as it accrues on demand. Any change in such prime rate shall be effective on and as of the date of such change. (iic) recover Notwithstanding any unauthorized payments to Employee in an action for breach provision of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event parties' respective rights and obligations under this Section 6, Section 9 and Sections 10 through 25 shall survive any termination or expiration of a this Agreement or the termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or Executive's employment for any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindreason whatsoever.

Severance Compensation. In the event (a) If this Agreement is terminated (i) as a result of the Company's failure to renew this Agreement as provided in Section 1 above, (ii) by the Company without Cause (as provided in Section 6.4 above), (iii) because of Employee's resignation with Good Reason (as defined below) or (iv) because of Employee's death or disability, (a) Employee will receive Employee's base salary and benefits under this Agreement (at the Company's expense) for two years following the date of termination and (b) to the extent EBITDA targets under Exhibit A are met during the Measuring Period in which the termination occurs, Employee will receive a pro rata bonus based on the number of days Employee was employed during the Measuring Period. Notwithstanding anything herein to the contrary, in no event shall Employee be entitled to additional compensation for the economic value of any benefits provided by, or expenses paid by, the Company pursuant to this Agreement, including unused vacation or sick leave. (b) In addition to the compensation described in Section 6.5(a) above, the parties agree that: (x) in the event Employee resigns his employment for Good Reason pursuant to this Section 6.5, then, (i) no later than thirty (30) days after the date of such resignation, Employee may deliver a notice (the "Liquidity Notice") to the Company and to Holdings directing Holdings to exercise its Repurchase Option as to the number of Executive Units designated by Employee, in Employee's sole discretion, in the Liquidity Notice, but not to exceed 50% of all Executive Units (Repurchase Option and Executive Units each being as defined in the Management Unit Purchase Agreement, dated as of March 12, 1999 (the "Management Equity Agreement"), by and between Holdings and the Employee) and Holdings shall repurchase such Executive Units, for cash, within thirty (30) days of such notice from Employee and (ii) no later than thirty (30) days after the second anniversary of the date of such resignation, Employee may deliver a second Liquidity Notice to the Company and to Holdings directing Holdings to exercise its Repurchase Option as to the remaining Executive Units and Holdings shall repurchase such Executive Units, for cash, within thirty (30) days of such notice from Employee; and (y) in the event the Company terminates this Agreement without Cause pursuant to Section 6.4, then, no later than thirty (30) days after the date of such termination, Employee may deliver a Liquidity Notice to the Company and to Holdings directing Holdings to exercise its Repurchase Option as to all Executive Units and Holdings shall repurchase such Executive Units, for Good Reason in accordance cash, within thirty (30) days of such notice from Employee. In conjunction with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereofits obligations under this Section 6.5(b);" or (iii) Employee is terminated without Cause, the Company shall maintain a Xxxxxxxxxx Reserve Amount (as defined below) to be obligated used in the repurchase of Employee's Executive Units as provided in this Section 6.5(b). Further, the Company shall, subject to pay severance compensation applicable withholding taxes, distribute to the Employee in an amount equal to his salary compensation (at entire Account Balance under the rate payable at the time Team Health, Inc. Equity Deferred Compensation Plan as of such termination) for a period of six (6) months from the date of Employee's termination; provided that Holdings' and the Company's obligations under this Section 6.5(b) are conditioned on Holdings and/or the Company being permitted to do so in compliance with all agreements to which either or both the Company and Holdings are a party to that relate to indebtedness for borrowed money, including without limitation, the Company's senior credit agreement and its senior subordinated note indenture; provided further that if either Holdings or the Company is not permitted to perform any of its obligations stated in this Section 6.5(b) by virtue of any such agreements, Holdings and/or the Company shall perform each of their respective obligations under this Section 6.5(b) to the extent permitted, and shall thereafter perform all obligations (or such portion thereof as permitted), on the first date that such agreements will permit performance, and Holdings and/or the Company shall use their best efforts to be permitted to so perform, including but not limited to, using efforts similar to those used by Holdings and/or the Company in the past (e.g., seeking waivers, if necessary). Notwithstanding the foregoing, if at all times until the last to occur of (x) the expiration of any right of Employee is employed by a new employer, or as a consultant after to deliver any Liquidity Notice and (y) the termination Company's full performance of this Agreement, its obligations under any Liquidity Notices theretofore delivered to the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such eventCompany, the Company shall be entitled to will not: (i) cease all payments declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any equity securities or any of its capital stock or any warrants, rights or options to Employee under this Paragraph 11.4; and acquire such equity securities or capital stock, now or hereafter outstanding, return any capital to its stockholders as such, make any distribution of assets, capital stock, warrants, rights, options, obligations or securities to its stockholders as such or permit any of its subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any equity securities or any capital stock of the Company or any warrants, rights or options to acquire such equity securities or capital stock, (ii) recover enter into or amend any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to agreement, including without limitation the contraryCompany's senior credit agreement (or enter into any restatement or refinancing thereto), solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and or (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or take any other compensation, benefits action or reimbursement fail to take any other action for the purpose of any kind.making it impossible for Holdings or the Company to perform its obligations stated in this Section 6.5(b),

Severance Compensation. In Upon termination of employment for any reason, the event Executive shall be entitled to: (iA) Employee terminates this Agreement all Base Salary earned through 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 Good Reason the Parent and the Company 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 Paragraph 11.3 hereofParent and Company policies; and (iiD) Employee any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. Additionally, if the Executive’s employment is terminated prior to expiration of the initial Employment Period (including due to his death or Disability, as defined in Section 12(b)) unless the Executive’s employment is terminated for any reason Cause (except death as defined in Section 12(c)) or disabilitythe Executive terminates his employment without Good Reason (as defined in Section 12(d) upon, or within six months following, and other than for a "Change in Management or Control (as such term is defined provided in Paragraph 11.5 hereofSection 12(d) and Section 12(f);" or (iii) Employee is terminated without Cause), the Company Executive shall be obligated entitled to pay severance compensation to Employee in an receive a cash amount equal to his salary compensation (at such amount as the rate payable at the time of such termination) Executive would have been entitled to receive as an aggregate Base Salary for a period of six nine (69) months from (the date “Initial Term Severance Payment”) (provided that if this Agreement has been renewed subsequent to the Initial Term and the Executive’s employment is terminated prior to expiration of termination. Notwithstanding the foregoing, if Employee Employment Period (including due to his death or Disability) unless the Executive’s employment is employed by terminated for Cause or the Executive terminates his employment without Good Reason and other than for a new employer, or as a consultant after the termination of this AgreementChange in Control, the severance compensation payable to Employee hereunder Executive shall be reduced entitled to receive a cash payment as determined by the amount of compensation Board (the “Renewal Separation Payment”) (the Initial Term Severance Payment or the Renewal Separation Payment, as applicable herein shall may be referred to as the “Separation Payment”); provided, that Employee actually receives the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at the new employer, or as a consultant. However, Employee shall have a duty to inform time the Company that he has obtained such new employment, Separation Payment is first payable under this Section 6 and the failure to do so is a material breach Executive complies with his other obligations under Section 13 of this Agreement. In such eventSubject to the terms hereof and Section 409A (defined below), one-half (1/2) of the Company Separation Payment shall be entitled to paid within thirty (i30) cease all payments to Employee under this Paragraph 11.4days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release; and (ii) recover any unauthorized payments to Employee the balance of the Separation Payment shall be paid in an action for breach of contract. Notwithstanding anything else in this Agreement to substantially equal installments on the contrary, solely Company’s regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the event third calendar year beginning after the Executive’s termination of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindemployment.

Severance Compensation. (a) In the event (ithat Sun Communities terminates the Executive's employment under the Sun Agreement without "cause" pursuant to paragraph 7(a)(i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for thereof, the Executive shall be entitled to any reason (except death or disability) uponunpaid salary, or within six months following, a "Change in Management or Control (as bonus and benefits accrued and earned by him hereunder up to and including the effective date of such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, termination and the Company shall be obligated to pay severance compensation to Employee in the Executive monthly an amount equal to his salary compensation one-twelfth (at 1/12) of the rate payable at Base Salary in effect on the time date of such termination) termination for a period of six up to twelve (612) months from if the date Executive fully complies with paragraph 12 of terminationthe Sun Agreement (the "Severance Payment"). Notwithstanding the foregoing, if Employee is employed by a new employerthe Company, or as a consultant after in its sole discretion, may elect to make the Severance Payment to the Executive in one lump sum due within thirty (30) days of the Executive's termination of this employment. (b) In the event of termination of the Executive's employment under the Sun Agreement for "cause" or if the Executive voluntarily terminates his employment under the Sun Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company Executive shall be entitled to (i) cease all payments to Employee no further compensation or other benefits under this Paragraph 11.4; Agreement, except only as to any unpaid salary, bonus and benefits accrued and earned by him hereunder up to and including the effective date of such termination. (iic) recover Regardless of the reason for termination of the Executive's employment hereunder, bonuses and benefits shall be prorated for any unauthorized payments period of employment not covering an entire year of employment. (d) Notwithstanding anything to Employee the contrary in an action for this paragraph 8, the Company's obligation to pay, and the Executive's right to receive, any compensation under this paragraph 8, including, without limitation, the Severance Payment, shall terminate upon the Executive's breach of contractany provision of paragraph 12 of the Sun Agreement or the Executive's breach of any provision of that certain Reimbursement Agreement by and between the Executive and Sun Communities Operating Limited Partnership. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or ControlIn addition, the amount of severance Executive shall promptly forfeit any compensation paid to Employee hereunder shall not include any amount that received from the Company is prohibited from deducting for federal income tax purposes by virtue under this paragraph 8, including, without limitation, the Severance Payment, upon the Executive's breach of Section 280G any provision of paragraph 12 of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindSun Agreement.

Severance Compensation. In (a) Upon termination of employment for any reason, the event Executive shall be entitled to: (iA) Employee terminates this Agreement for Good Reason all Base Salary earned through the date of termination to be paid according to Section 4; (B) any Annual Bonuses, pro-rated, to be paid in accordance with Paragraph 11.3 hereofSection 5(a) above.; (iiC) Employee is terminated all accrued but unused vacation time, and (d) reimbursement of all reasonable expenses as set forth in Section 8. (b) Upon termination of employment by Company for any reason other than for cause (except death or disability“Cause”) uponas defined in Section 11(c), or within six months following, a "Change in Management or Control upon termination of employment by Executive for good reason (“Good Reason”) as such term is defined in Paragraph 11.5 hereofSection 11(d)(1);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company Executive shall be entitled to receipt of all vested and unvested shares contemplated in the Executive Award in accord with the Executive Vesting Schedule as if no termination occurred. (ic) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in In the event of a termination upon by the Company without Cause, by the Executive for Good Reason or following by the Executive within one hundred eighty days (180) days of the occurrence of a Change in Management or Control, of Control (as defined below) and subject to the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue additional provisions of Section 280G of the Internal Revenue Code of 198611(d)(3), as amended, or any successor provision. In then in addition to the foregoing severance compensationcompensation set forth in Section 6(a) and 6(b), Executive shall also be entitled to the Company shall pay Employee following enhanced separation benefits (“Enhanced Separation Benefits”): (i) all compensation for services rendered hereunder and not previously paidthe greater of Executive’s continued Base Salary through the balance of the Employment Period, as renewed, or twelve (12) months of Executive’s then Base Salary; (ii) accrued vacation pay; continued participation in Company welfare benefit plans (including health benefits) on the same terms as immediately prior to termination and to be paid in full by the Company for the period of time set forth in this Section 6(c) (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant not to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.less than twelve

Severance Compensation. In the event Employee’s employment is terminated by the Company without “Cause” (as defined below) or in the event of Employee resigning with Good Reason (as defined below), and provided Employee timely executes a general release of known and unknown claims and such other provisions including without limitation, confidentiality and non-disparagement, in a form prescribed by the Company substantially similar to Exhibit A attached hereto (“Release”) in a timely manner and does not exercise his right to revoke the Release (if applicable), Employee shall receive severance (the “Severance”) in the form of (i) Employee terminates this Agreement for Good Reason twelve (12) months’ continuation of Employee’s Base Salary, subject to applicable payroll and tax withholding paid in installments in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at Company’s normal payroll cycle commencing the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant first payroll after the sixtieth (60th) day following Employee’s termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments an additional amount equal to the average of Employee’s last two years’ bonus (or if there have not been two year’s bonus, an additional amount equal to no less than 50% of Employee’s Base Salary) payable to Employee in an action a lump sum on the 45th day following the date Employee’s employment terminates hereunder. Company shall not bear the costs of Employee’s vesting of unvested stock or for breach the continuation of contractEmployee’s participation in Company’s group health plan. Notwithstanding anything else in this Agreement The Release will be delivered to Employee on the contrarydate of Employee’s termination of employment with the Company. For the avoidance of doubt, solely Employee is only eligible for Severance Compensation in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that his employment is terminated by the Company is prohibited from deducting without Cause or Employee resigns for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindGood Reason.

Severance Compensation. In (a) If at any time during the event Severance Period following the occurrence of a Change in Control the Company terminates the Executive's employment other than pursuant to Section 3(a) or the Executive terminates her employment pursuant to Section 3(b), (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated shall, no later than five business days after the Termination Date, pay to pay severance compensation to Employee the Executive a lump sum payment in an amount equal to his salary compensation one times the sum of (A) Base Pay (at the highest rate payable at in effect for any period prior to the time of such terminationTermination Date), plus (B) Incentive Pay (determined in accordance with the standards set forth in Section 1(h)); (ii) the Company shall, for a period of six twelve months following the Termination Date (6the "Continuation Period"), arrange to provide the Executive with Employee Benefits that are welfare benefits (but not stock option, stock purchase, stock appreciation or similar compensatory benefits) months substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Termination Date (or, if greater, immediately prior to the reduction, termination or denial described in Section 3(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits, which Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive, her dependents or her beneficiaries immediately prior to the Termination Date; (iii) the Company shall provide the Executive with outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 20% of the Executive's Base Pay; and (iv) notwithstanding anything to the contrary in the Executive's stock option agreement(s) or certificate(s) or in the stock option plan(s) under which Executive's stock options were granted, (A) (i) all of Executive's stock options that are outstanding as of the date hereof and are not then exercisable shall become immediately exercisable and shall terminate on the date one year from the date of termination. Notwithstanding the foregoingTermination Date, if Employee is employed by a new employerand not earlier, or as a consultant and (2) all stock options that may be granted to Executive after the termination date hereof and are not then exercisable shall terminate on the Termination Date and (B) Executive may exercise all or any of this Agreementher options that are exercisable from time to time until the date one year from the Termination Date. If and to the extent that any benefit described in Section 4(a)(ii) or (iii) is not or cannot be paid or provided under any policy, plan, program or arrangement of the severance compensation payable Company or any Subsidiary, as the case may be, then the Company shall itself pay or provide for the payment to the Executive, her dependents and beneficiaries, of such Employee hereunder Benefits. Without otherwise limiting the purposes or effect of Section 5, Employee Benefits otherwise receivable by the Executive pursuant to Section 4(a)(ii) or (iii) shall be reduced to the extent comparable welfare benefits are actually received by the amount Executive from another employer during the Continuation Period following the Executive's Termination Date, and any such benefits actually received by the Executive shall be reported by the Executive to the Company. (b) Without limiting the rights of compensation that Employee actually receives from the new employerExecutive at law or in equity, or as a consultant. However, Employee shall have a duty to inform if the Company that he has obtained such new employment, and the failure fails to do so is make any payment or provide any benefit required to be made or provided hereunder on a material breach of this Agreement. In such eventtimely basis, the Company shall pay interest on the amount or value thereof at an annualized rate of interest equal to the so- called composite "prime rate" as quoted from time to time during the relevant period in the Midwest Edition of The Wall Street Journal. Such interest shall be entitled to payable as it accrues on demand. Any change in such prime rate shall be effective on and as of the date of such change. (ic) cease all payments to Employee under this Paragraph 11.4; and (ii) recover Notwithstanding any unauthorized payments to Employee in an action for breach provision of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event parties' respective rights and obligations under this Section 4 and under Sections 5 and 7 shall survive any termination or expiration of a this Agreement or the termination upon or of the Executive's employment following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include Control for any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindreason whatsoever.

Severance Compensation. In (a) If, following the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, occurrence of a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without CauseControl, the Company shall be obligated terminate the Executive’s employment during the Period of Employment other than pursuant to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such terminationSection 4(a) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employerhereof, or as a consultant after if the termination of this Agreement, the severance compensation payable Executive shall terminate his employment pursuant to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such eventSection 4(b) hereof, the Company shall be entitled pay to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else the Executive the amounts specified in this Agreement Section 5(a) and, if required to the contrary, solely be paid in the event of a termination upon or following a Change in Management or Controllump sum, the amount of severance compensation paid to Employee hereunder Company shall not include any amount pay such amounts within five (5) business days after the date (the “Termination Date”) that the Company Executive’s employment is prohibited from deducting for federal income tax purposes terminated (the effective date of which shall be the date of termination or such other date that may be specified by virtue of the Executive if the termination is pursuant to Section 280G 4(b) hereof), provided that, if on the Termination Date the Executive is a Key Employee (as defined in Section 409A of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition amended (the “Code”) and Section 416(i) of the Code (without regard to paragraph 5 thereof)) and if the payments to be made to the foregoing severance compensationExecutive hereunder are subject to Section 409A of the Code, the Company shall pay Employee such amounts on the first day of the seventh month following the Termination Date (or, if earlier, as soon as practicable after the date of the Executive’s death): (i) all compensation In lieu of any further payments to the Executive for services rendered hereunder and periods subsequent to the Termination Date, the Company shall pay to the Executive, a lump sum payment in an amount equal to the present value (using a discount rate equal to the then-applicable interest rate prescribed by the Pension Benefit Guarantee Corporation for benefit valuations in connection with non-multiemployer pension plan terminations assuming the immediate commencement of benefit payments (the “Discount Rate”)) of the sum of (A) the aggregate Base Pay (at the greater of the highest rate in effect either immediately preceding the occurrence of the Change in Control or during the Period of Employment) for each remaining year or partial year of the Period of Employment which the Executive would have received had such termination or breach not previously paid; occurred, plus (B) the aggregate incentive pay that the Executive would have received pursuant to this Agreement during the remainder of the Period of Employment had his employment continued for the remainder of the Period of Employment (calculated as “Incentive Pay” in accordance with the provisions of Section 3(a) hereof). (ii) accrued vacation pay; (A) For the remainder of the Period of Employment the Company shall arrange to provide the Executive with Employee Benefits (other than (I) the retirement income, supplemental executive retirement and other benefits described in (iii) any appropriate business expenses incurred by Employee below, (II) the Company’s matching contributions under the 401(k) Plan described in connection (iv) below and (III) stock option, stock purchase, stock appreciation and similar compensatory benefits) substantially similar to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent the Company determines in the exercise of its reasonable judgment after consultation with his duties hereunder and approved pursuant to Section 4 hereofnationally recognized legal counsel, all through the date of termination. Employee that such benefits shall not or cannot be entitled paid or provided under any policy, plan, program or arrangement of the Company, then the Company shall itself pay or provide for the payment to the Executive, his dependents and beneficiaries, such Employee Benefits); provided, however, that any bonus compensation, whether vested such payment by the Company that is less beneficial to the Executive or unvested; the Executive’s beneficiaries and dependents from a tax perspective shall be increased appropriately to reflect the loss to the Executive or any other compensation, benefits or reimbursement of any kindthe Executive’s dependents and beneficiaries.

Severance Compensation. (a) In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (or Executive’s estate) such portions of Executive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) Employee terminates this Agreement amounts for Good Reason accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination, and in any event in accordance with Paragraph 11.3 hereof; applicable law. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated by the Company without Cause, the Company shall be obligated pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance compensation to Employee in an amount equal to his salary compensation benefits set forth below for twelve (at the rate payable at the time of such termination12) months, or for a period of six eighteen (618) months from if such termination occurs during the twelve (12) month period following a Corporate Change (the “Protected Period”), following Executive’s termination of employment (as applicable, the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon Executive’s execution and, to the extent applicable, nonrevocation of a standard separation and general release of claims agreement, substantially in the form attached hereto as Exhibit A (the “Release”), which Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s termination of employment. The severance benefits shall be paid or commence, as applicable, on the first payroll period following the date of terminationthe Release becomes effective (the “Payment Date”). Notwithstanding the foregoing, if Employee is employed by a new employerthe 60th day following Executive’s termination occurs in the calendar year following the date on which Executive’s employment terminates, or as a consultant after then the termination of this Agreement, the severance compensation payable to Employee hereunder Payment Date shall be reduced by the amount no earlier than January 1 of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to subsequent calendar year. (i) cease all payments The Company shall continue to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee pay Executive his base salary for the Severance Period in an action for breach of contractaccordance with the Company’s payroll practice, beginning on the Payment Date. Notwithstanding anything else in this Agreement to the contraryforegoing, solely in if Executive’s termination of employment occurs during the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationProtected Period, the Company shall pay Employee Executive his base salary for the Severance Period in a lump sum on the Payment Date. (ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, the Company shall pay Executive an amount equal to one and one-half times his target annual bonus, described in Section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum on the Payment Date. (iii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, one hundred percent (100%) of Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) prior to his termination shall vest immediately. (iv) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law. (c) In the event that Executive’s employment hereunder is terminated (i) all compensation by Executive for services rendered hereunder and not previously paid; other than a Good Reason, or (ii) accrued vacation pay; and by the Company for Cause, or (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant as a result of Executive’s death or Disability, then the Company will pay to Section 4 hereof, all through Executive the date of terminationAccrued Obligations. Employee The Company shall not be entitled have no obligation to any bonus compensation, whether vested pay Executive (or unvested; or Executive’s estate) any other compensation, benefits or reimbursement of any kindcompensation following such termination except as provided in Section 4(a).

Severance Compensation. (a) In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated of any termination of Executive’s employment for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causereason, the Company shall be pay Executive (or Executive’s estate or beneficiaries, if applicable) (i) such portion of Executive’s Base Salary as has accrued prior to such termination and have not yet been paid, (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay severance compensation prior to Employee in an amount equal to his salary compensation (at termination and have not been paid as of the rate payable at the time date of such termination, (iii) the amount of any Bonus previously approved by the Board for ​ ​ payment to Executive but not yet paid for the prior fiscal year, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred, (iv) any amounts for accrued but unused vacation days (as provided above), and (v) any vested or accrued benefits under the Company’s employee benefits plans (the “Accrued Obligations”). Such Accrued Obligations shall be paid as follows: (A) for a period (i) and (iv), the earlier of six (6) months from the next payroll date of the Company following the date of termination and such date as is required by law, (B) for (iii), when Bonuses are paid to other senior executive officers of the Company, (C) for (ii), under the Company’s expense reimbursement policy and (D) for (iv), under the terms of the applicable employee benefit plans of the Company. (b) In the event that Executive’s employment hereunder is terminated (1) by Executive with Good Reason, (2) by the Company without Cause or (3) on account of Executive’s death or Disability, the Company shall pay to Executive the Accrued Obligations. In addition, the Executive shall be eligible for the severance benefits set forth in Sections 4(b)(i)-4(b)(iii) below as further described therein. The receipt of any severance benefits provided in this Section (other than the Accrued Obligations) shall be dependent upon Executive’s execution and non-revocation of a separation and general release of claims agreement in a form attached hereto as Exhibit A (which may be revised by the Company in accordance with the footnotes therein) (the “Release”), provided to Executive in connection with Executive’s termination. The Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s termination of employment, or such earlier date as determined by the Company. The severance payments and benefits shall be paid or commence, as applicable, on the first payroll period following the date of the Executive’s termination and an effective Release (the “Payment Date”). Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the 60th day following Executive’s termination of this Agreementoccurs in the calendar year following the calendar year in which Executive’s employment terminates, the severance compensation payable to Employee hereunder Payment Date shall be reduced by no earlier than January 1 of such subsequent calendar year, but in any event on the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or first payroll date following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindExecutive’s termination and an effective Release in such subsequent calendar year.

Severance Compensation. (a) If the Employee experiences a Termination of Employment during the Limited Period because the Company terminated the Employee’s employment during the Limited Period other than pursuant to a Company Termination Event, or because the Employee voluntarily terminated his employment during the Limited Period pursuant to an Employee Termination Event, then the Company shall pay as severance compensation to the Employee a lump sum cash payment in the amount of the CIC Severance Amount. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and not more than 90 days prior to the date on which the Change in Control occurs, the Employee experiences a Termination of Employment because the Company terminated the Employee’s employment, such Termination of Employment will be deemed to be a Termination of Employment during the Limited Period for purposes of this Agreement if the Employee has reasonably demonstrated that such Termination of Employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (ii) otherwise arose in connection with or in anticipation of a Change in Control. In the event (i) the Employee terminates is entitled to the benefits under this Agreement for Good Reason as a result of the preceding sentence, then the 60-calendar-day periods specified in accordance with Paragraph 11.3 Section 4.1(c) and Section 4.5(b) shall be deemed to commence on the date on which the Employee receives the notice contemplated by the last sentence of Section 1.3 hereof; . (iib) If the Employee is experiences a Termination of Employment because the Company has terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causethe Employee’s employment, the Company shall be obligated to pay as severance compensation to the Employee a lump sum cash payment in an the amount equal of the Severance Amount unless the Termination of Employment occurs: (i) during the Limited Period, or (ii) pursuant to his salary compensation a Company Termination Event, or (at the rate payable at the time of such terminationiii) for reasons of (A) criminal activity or (B) willful misconduct or gross negligence in the performance of the Employee’s duties, or (iv) pursuant to a period Sale Termination. (c) The payment of six (6) months from the date Severance Amount or the CIC Severance Amount required by this Section 4.1 and any Gross-Up Payment initially determined to be required by Section 4.5 shall, subject to Section 19.2 and to the execution and delivery by the Employee of terminationthe Release described in Section 7 hereof, and the expiration of all applicable rights of the Employee to revoke the Release or any provision thereof, be made to the Employee within 60 calendar days after the Termination Date. In no event will the Employee have a right to designate the taxable year of any such payment. Notwithstanding the foregoing, if the Employee is employed entitled to the CIC Severance Amount by reason of a new employer, or as a consultant Termination of Employment that occurred more than 2 years after the termination Change in Control or by reason of a Change in Control that does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then payment of the portion of the CIC Severance Amount that is attributable to the Primary Supplemental Pension Benefit Plan shall be paid to the Employee at the same time and in same form as the benefits payable to participants under the Supplemental Plan and Excess Agreement, as applicable. Upon receipt of the CIC Severance Amount, if paid, and because the CIC Severance Amount includes a supplemental pension benefit that the parties intend to be paid pursuant to this Agreement in lieu of any benefits to which the Employee is entitled under the Excess Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employmentSupplemental Plan, and the failure to do so is a material breach Post-Tax SIP Plan, the Employee hereby retroactively waives, upon his receipt of this Agreement. In such eventthe CIC Severance Amount, participation in any non-qualified pension plan of, or benefits under any employee excess benefits agreement with, the Company shall providing for benefits in excess of those permitted by the Code to be entitled to (i) cease all payments to Employee paid under this Paragraph 11.4; the Retirement Plan and (ii) recover any unauthorized payments to Employee in an action SIP Plan, and which measure service and compensation under such plan or agreement as a basis for breach of contract. Notwithstanding anything else in this Agreement to the contrarybenefits, solely in the event of a termination upon or following a Change in Management or Controlincluding, without limitation, the amount of severance compensation paid to Employee hereunder shall not include any amount that Excess Agreement and the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindSupplemental Plan.

Severance Compensation. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) 12 months from the date of termination. Notwithstanding the foregoing; provided, however, if Employee is employed by a new employer, or as a consultant after the termination of this Agreementduring such period, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

Severance Compensation. In A. Your employment by the event Company is not for any specific term but rather is on an ongoing at-will basis with the right by the Company and you to terminate your employment at any time. If the Company terminates your employment for any reason other than for “cause”, causes your employment to terminate because of “constructive termination” (which means: (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereofa requirement by the Company that you relocate your place of employment more than twenty five (25) air miles (“as the crow flies”); or (ii) Employee is terminated for any reason (except the material breach by the Company of one or more of the terms of your Employment Agreement) or your employment terminates due to death or “disability) upon” (as defined under Code Section 409A, or within six months followingas set forth under Paragraph 5(d)), a "Change then the Company shall pay you, as severance pay, provided that you have not breached the provisions of Paragraph 4 hereof, your salary at the rate in Management or Control effect immediately prior to such termination, during the Severance Period (as such term is defined hereinafter defined), commencing on the first business day following the sixtieth (60th) day after any such termination payable in normal payroll installments in accordance with the Company’s then payroll practices, subject to Paragraphs 3C, 4 and 5(d). Thus, if you have not violated the non-compete restrictions in Paragraph 11.5 hereof4 hereof (as well as the other restrictions in that paragraph) during the Severance Period, the Company will pay you your salary during the Severance Period. The Company shall have “cause” to terminate your employment only if you have (i) acted in bad faith or with dishonesty, (ii) willfully failed to follow the directions of the Company’s Chief Executive Officer or the Board of Directors (provided such directions would not be in violation of law or constitute fraud);" or , (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employerperformed your duties with gross negligence, or as (iv) been convicted of a consultant after the termination felony. For purposes of this Agreement, the severance compensation payable “Severance Period” shall mean (I) the one (1) year period following the termination of your employment for any reason other than for “cause”, (II) the one (1) year period following the termination of your employment as a result of your death or disability, or (III) the two (2) year period following the termination of your employment for any reason other than for “cause” in the event the Company, in its sole discretion, elects to Employee hereunder extend the one (1) year period set forth in subsection (I) above to a period of two (2) years following the termination of your employment for any reason other than for “cause”, notice of which election of extension shall be reduced provided to you by the amount Company not later than one hundred eighty (180) days prior to the end of compensation the one (1) year period set forth in subsection (I) above. In the event of your termination because of a “constructive termination,” you shall give the Company written notice detailing the specific circumstances alleged to constitute “constructive termination” within sixty (60) days after the first occurrence of such circumstances and the Company shall have thirty (30) days following receipt of such notice to cure such circumstances in all material respects, provided that Employee actually receives from no termination because of a “constructive termination” shall occur after the new employerone-hundred twentieth (120th) day following the first occurrence of any “constructive termination.” B. In addition, subject to Paragraphs 3C, 4 and 5(d), if the Company terminates your employment for any reason other than for “cause”, or causes your employment to terminate because of “constructive termination” (as a consultant. Howeverdefined in subsection A of Paragraph 3), Employee shall have a duty and if at the date of such termination there are options or time vested or performance vested restricted shares (“TVRS”) granted to inform you by the Company that he has obtained under any stock equity plan which were then not exercisable (in the case of options) and/or which were not then vested (in the case of TVRS) by reason of the installment terms thereof, the Company shall take such new steps as may be necessary or appropriate to (i) make such options immediately exercisable for a period of at least thirty (30) days following the termination of your employment, and and/or (ii) provide (subject to the failure to do so is a material breach achievement of any applicable performance goals) for the immediate acceleration of any then-unvested TVRS. For purposes of this Agreement. In subsection B of this Paragraph 3, your death or disability shall constitute a termination of your employment by the Company for a reason other than for “cause”, except that, in such event, the Company shall be entitled take such steps as are necessary or appropriate to (iy) cease all payments make such options immediately exercisable for a period of at least twelve (12) months following the termination of your employment, and/or (z) provide (without regard to Employee under the achievement of any applicable performance goals) for the immediate acceleration of any then-unvested TVRS. C. In consideration for your receipt of the benefits set forth in subsections A and B of this Paragraph 11.4; 3, and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement as a condition to the contraryCompany’s obligation to make the severance payments during the Severance Period and to take the steps with respect to the options and/or TVRS described above, solely in you shall deliver to the event Company, within twenty-one (21) days (or, if applicable, forty-five (45) days) of the termination of your employment, a termination upon fully executed release agreement (the form of which release agreement shall be commercially reasonable) which shall fully and irrevocably release and discharge the Company, its officers, directors, employees and agents from any and all claims, charges, complaints, and liabilities of any kind, known or following a Change in Management unknown which you have or Controlmay have against any of the foregoing parties (the “Release”). In addition, the amount provisions of severance compensation paid to Employee hereunder Paragraph 4 below shall not include any amount that apply during the Company is prohibited from deducting for federal income tax purposes by virtue period of Section 280G time set forth therein without payment of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; payments or any other compensationcompensation to you (including with respect to the options and/or TVRS described above) until the Company receives the fully executed Release within the time period specified above and any applicable revocation period expires. For purposes of clarity, benefits if you do not deliver to the Company a fully executed Release within the time specific above or reimbursement of any kindif you revoke the Release within the time prescribed by applicable law, your obligations under Paragraph 4 shall remain in effect, but your right to severance under Paragraph’s 3A and 3B will be forfeited.

Severance Compensation. In (a) If, following the event occurrence of a Change in Control, (ix) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 the Company shall terminate the Executive’s employment during the Period of Employment other than pursuant to Subsection 4(a) hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following(y) the Executive shall terminate the Executive’s employment during the Period of Employment pursuant to Subsection 4(b) hereof, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iiiz) Employee is terminated without Causethe Executive dies during the Period of Employment, the Company shall pay to the Executive (or the Executive’s estate, as applicable) the amount specified in Subsection 5(a)(i) hereof within five business days after the date (the “Termination Date”) that the Executive’s employment is terminated (the effective date of which shall be obligated the date of termination or death, or such other date that may be specified by the Executive if the termination is pursuant to pay severance compensation Subsection 4(b) hereof): (i) In lieu of any further payments under Subsection 3(a) to Employee the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Subsection 5(b) hereof, a lump sum payment in an amount equal to his salary compensation a multiple of two (2) times the Executive’s Base Pay (at the highest rate payable at in effect during the time Term prior to the Termination Date). (ii) (A) For the remainder of the Period of Employment the Company shall arrange to provide the Executive with Employee Benefits identical to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such terminationbenefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay to the Executive and/or the Executive’s dependents and beneficiaries, such Employee Benefits) for a period and (B) without limiting the generality of six (6) months from the date of termination. Notwithstanding the foregoing, if the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company’s retirement income, supplemental executive retirement and other benefit plans applicable to the Executive and/or the Executive’s dependents and beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation Benefits payable to the Executive pursuant to this Subsection 5(a)(ii) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee hereunder Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the amount Executive from another employer during such period following the Executive’s Termination Date until the expiration of the Period of Employment. (iii) In addition to all other compensation due to the Executive hereunder, the following shall occur immediately prior to the occurrence of a Change in Control: (A) all Company stock options held by the Executive prior to a Change in Control shall become exercisable, regardless of whether or not the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (B) all restrictions on any restricted securities granted by the Company to the Executive prior to a Change in Control shall be removed and the securities shall become fully vested and freely transferable, regardless of whether the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (C) the Executive shall have an immediate right to receive all performance shares or bonuses granted prior to a Change in Control, and such performance shares and bonuses shall become fully vested and freely transferable or payable without restrictions, regardless of whether or not specific performance goals set forth in the relevant agreements shall have been attained; and (D) all performance units granted to the Executive prior to a Change in Control shall become immediately payable in cash or Common Stock, at the Executive’s sole option, regardless of whether or not the relevant performance cycle has been completed, and regardless of whether any other terms and conditions of the relevant agreements shall have been satisfied in full; provided, that Employee actually receives from if the new employerterms of any plan or agreement providing for such options, restricted securities, performance shares or bonuses, or performance units do not allow such acceleration or payment as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such eventdescribed above, the Company shall take or cause to be entitled taken any action required to allow such acceleration or payment or to separately pay the value of such benefits. (b) (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else Anything in this Agreement to the contrarycontrary notwithstanding, solely in the event of a termination upon public accounting firm selected by the Executive (the “Accounting Firm”) shall determine that any payment, benefit, or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that distribution by the Company to the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Subsection 5(b) (a “Payment”) is prohibited from deducting for federal income subject to the excise tax purposes imposed by virtue of Section 280G 4999 of the Internal Revenue Code of 1986, as amendedCode, or any successor provision. In addition interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the foregoing severance compensation“Excise Tax”), then the Company shall pay Employee to the Executive an additional payment (ia “Gross-Up Payment”) in an amount such that after payment by the Executive of all compensation for services rendered hereunder taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and not previously paid; any interest and penalties imposed with respect thereto), and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (ii) accrued vacation pay; Subject to the provisions of Subsection 5(b)(iii), all determinations required to be made under this Subsection 5(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm which shall provide detailed supporting calculations both to the Company and the Executive as soon as possible following a request made by the Executive or the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 5(b), shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Subsection 5(b)(iii) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (iii) The Executive shall notify the Company in writing of any appropriate claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business expenses incurred days after the Executive is informed in writing of such claim and shall set forth in reasonable detail the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the ten (10)-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (A) give the Company any information reasonably requested by Employee the Company relating to such claim, (B) take such action in connection with his duties hereunder and approved pursuant contesting such claim as the Company shall reasonably request in writing from time to Section 4 hereoftime, all through including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the date of termination. Employee shall not be entitled Company, (C) cooperate with the Company in good faith to any bonus compensationeffectively contest such claim, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.and

Severance Compensation. In (a) If, following the event occurrence of a Change in Control, (ix) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 the Company shall terminate the Executive’s employment during the Period of Employment other than pursuant to Subsection 4(a) hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following(y) the Executive shall terminate the Executive’s employment during the Period of Employment pursuant to Subsection 4(b) hereof, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iiiz) Employee is terminated without Causethe Executive dies during the Period of Employment, the Company shall pay to the Executive (or the Executive’s estate, as applicable) the amount specified in Subsection 5(a)(i) hereof within five business days after the date (the “Termination Date”) that the Executive’s employment is terminated (the effective date of which shall be obligated the date of termination or death or, in the case of any payment or benefit subject to pay severance compensation Section 409A of the Code, the date the Executive incurs a “separation from service” within the meaning of Section 409A(2)(A)(i) of the Code): (i) In lieu of any further payments under Subsection 3(a) to Employee the Executive for periods subsequent to the Termination Date, but without affecting the rights of the Executive referred to in Subsection 5(b) hereof, a lump sum payment in an amount equal to his salary compensation a multiple of two (2) times the Executive’s Base Pay (at the highest rate payable at in effect during the time Term prior to the Termination Date). (ii) (A) For the remainder of the Period of Employment the Company shall arrange to provide the Executive with Employee Benefits identical to those which the Executive was receiving or entitled to receive immediately prior to the Termination Date (and if and to the extent that such terminationbenefits shall not or cannot be paid or provided under any policy, plan, program or arrangement of the Company solely due to the fact that the Executive is no longer an officer or employee of the Company, then the Company shall itself pay to the Executive and/or the Executive’s dependents and beneficiaries, such Employee Benefits) for a period and (B) without limiting the generality of six (6) months from the date of termination. Notwithstanding the foregoing, if the remainder of the Period of Employment shall be considered service with the Company for the purpose of service credits under the Company’s retirement income, supplemental executive retirement and other benefit plans applicable to the Executive and/or the Executive’s dependents and beneficiaries immediately prior to the Termination Date. Without otherwise limiting the purposes or effect of Section 6 hereof, Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation Benefits payable to the Executive pursuant to this Subsection 5(a)(ii) by reason of any “welfare benefit plan” of the Company (as the term “welfare benefit plan” is defined in Section 3(1) of the Employee hereunder Retirement Income Security Act of 1974, as amended) shall be reduced to the extent comparable welfare benefits are actually received by the amount Executive from another employer during such period following the Executive’s Termination Date until the expiration of the Period of Employment. (iii) In addition to all other compensation due to the Executive hereunder, the following shall occur immediately prior to the occurrence of a Change in Control: (A) all Company stock options held by the Executive prior to a Change in Control shall become exercisable, regardless of whether or not the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (B) all restrictions on any restricted securities granted by the Company to the Executive prior to a Change in Control shall be removed and the securities shall become fully vested and freely transferable, regardless of whether the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (C) the Executive shall have an immediate right to receive all performance shares or bonuses granted prior to a Change in Control, and such performance shares and bonuses shall become fully vested and freely transferable or payable without restrictions, regardless of whether or not specific performance goals set forth in the relevant agreements shall have been attained; and (D) all performance units granted to the Executive prior to a Change in Control shall become immediately payable in cash or Common Stock, at the Executive’s sole option, regardless of whether or not the relevant performance cycle has been completed, and regardless of whether any other terms and conditions of the relevant agreements shall have been satisfied in full; provided, that Employee actually receives from if the new employerterms of any plan or agreement providing for such options, restricted securities, performance shares or bonuses, or performance units do not allow such acceleration or payment as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such eventdescribed above, the Company shall take or cause to be entitled taken any action required to allow such acceleration or payment or to separately pay the value of such benefits. (b) (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else Anything in this Agreement to the contrarycontrary notwithstanding, solely in the event of a termination upon public accounting firm selected by the Executive (the “Accounting Firm”) shall determine that any payment, benefit, or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that distribution by the Company to the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Subsection 5(b) (a “Payment”) is prohibited from deducting for federal income subject to the excise tax purposes imposed by virtue of Section 280G 4999 of the Internal Revenue Code of 1986, as amendedCode, or any successor provision. In addition interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the foregoing severance compensation“Excise Tax”), then the Company shall pay Employee to the Executive an additional payment (ia “Gross-Up Payment”) in an amount such that after payment by the Executive of all compensation for services rendered hereunder taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and not previously paid; any interest and penalties imposed with respect thereto), and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (ii) accrued vacation pay; Subject to the provisions of Subsection 5(b)(iii), all determinations required to be made under this Subsection 5(b), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm which shall provide detailed supporting calculations both to the Company and the Executive as soon as possible following a request made by the Executive or the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Subsection 5(b), shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination and in no event later than December 31st of the year following the year during which the Executive remits the taxes related to the Gross-Up Payment. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Subsection 5(b)(iii) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (iii) The Executive shall notify the Company in writing of any appropriate claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business expenses incurred days after the Executive is informed in writing of such claim and shall set forth in reasonable detail the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the ten (10)-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (A) give the Company any information reasonably requested by Employee the Company relating to such claim, (B) take such action in connection with his duties hereunder and approved pursuant contesting such claim as the Company shall reasonably request in writing from time to Section 4 hereoftime, all through including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.Company,

Severance Compensation. In (a) If Employee's employment is terminated pursuant to Section 4(e) (by the event Company without cause) prior to the end of the Term, the Company shall: (i) continue to pay to Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereofthe salary which Employee would have earned through the end of the Term as if Employee's employment had not terminated; (ii) shall pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans through the end of the Term, to the extent permitted by the plan; and (iii) pay to Employee any bonus to which he may become entitled under the Officer Bonus Plan. (b) If Employee's employment is terminated by Employee pursuant to Section 4(f) prior to the end of the Term, the Company shall: (i) within five days following termination, pay to Employee an amount equal to the amount of salary which Employee would have earned from the date of termination through the end of the Term had Employee's employment not terminated (which payment shall be a lump sum without discount); (ii) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans through the end of the Term, to the extent permitted by the plan; and (iii) pay to Employee any bonus to which he may become entitled under the Officer Bonus Plan. (c) If Employee's employment is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, other than by the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement without cause prior to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G end of the Internal Revenue Code of 1986, as amended, Term or any successor provision. In addition by Employee pursuant to the foregoing severance compensationSection 4(f), the Company shall pay to Employee (or Employee's estate or beneficiary, as the case may be): (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all unpaid base salary through the date of terminationtermination of employment, and (ii) any bonus to which he may become entitled under the Officer Bonus Plan. All rights and benefits which Employer or his estate may have under employee benefit plans in which Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement participating at the date of any kindtermination of employment shall be determined in accordance with such plans.

Severance Compensation. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of the lesser of (i) the remaining portion of the term of this Agreement, or (ii) six (6) months from the date of termination. Notwithstanding the foregoing; PROVIDED, HOWEVER, if Employee is employed by a new employer, or as a consultant after the termination of this Agreementduring such period, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

Severance Compensation. In Upon termination of employment for any reason, the event Executive shall be entitled to: (iA) Employee terminates this Agreement all Base Salary earned through 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 Good Reason the Company 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 Paragraph 11.3 hereofCompany policy; and (iiD) Employee any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and (E) all Long Term Incentives earned prior to termination. 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 12(b)) unless the Executive’s employment is terminated for any reason Cause (except death as defined in Section 12(c)) or disabilitythe Executive terminates his employment without Good Reason (as defined in Section 12(d) upon, or within six months following, and other than for a "Change in Management or Control (as such term is defined provided in Paragraph 11.5 hereofSection 12(d) and Section 12(f);" or (iii) Employee is terminated without Cause), the Company Executive shall be obligated entitled to pay severance compensation to Employee in an receive a cash amount equal to his salary compensation two hundred percent (at 200%) of the rate payable sum of the Executive’s Base Salary, Annual Bonus and Long Term Incentive earned during the year immediately preceding the date of termination (herein the “Separation Payment”); provided, that the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee Separation Payment is employed by a new employer, or as a consultant after the termination of first payable under this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, Section 6 and the failure to do so is a material breach Executive complies with his other obligations under Sections 13 and 14 of this Agreement. In such eventSubject to the terms hereof, one-half (1/2) of the Company Separation Payment shall be entitled to paid within thirty (i30) cease all payments to Employee under this Paragraph 11.4days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release; and (ii) recover any unauthorized payments to Employee the balance of the Separation Payment shall be paid in an action for breach of contract. Notwithstanding anything else in this Agreement to substantially equal installments on the contrary, solely Company’s regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the event third calendar year beginning after the Executive’s termination of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindemployment.

Severance Compensation. (a) In the event of any termination of your employment for any reason the Company will pay you (or your estate) such portions of your Base Salary as have accrued prior to such termination and has not yet been paid, together with (i) Employee terminates this Agreement amounts for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) uponaccrued unused vacation days, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments amounts for expense reimbursement which have been properly incurred or the Company has become obligated to Employee in an action for breach pay prior to termination and have not been paid as of contractthe date of such termination (the "Accrued Obligations"). Notwithstanding anything else in this Agreement to the contrary, solely in Such amounts shall be paid as soon as possible after termination. (b) In the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee that your employment hereunder shall not include any amount that is terminated by the Company is prohibited from deducting for federal income tax purposes without Cause (provided you cease to be employed by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationCompany), the Company shall pay Employee to you the Accrued Obligations. In addition, in exchange for your execution of a general release of all claims against the Company: (i) all compensation The Company will continue to pay you your Base Salary for services rendered hereunder and not previously paid; the remainder of the Term then in effect, payable in installments as provided in Section 3(a). (ii) accrued vacation pay; The Company will continue to provide you with group health insurance and (iii) any appropriate business expenses incurred by Employee shall continue to pay the amount of the premium as in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through effect on the date of terminationsuch termination for a the remainder of the Term then in effect, subject to applicable law and the terms of the respective policies, provided that the Company's obligation to provide the benefits contemplated herein shall terminate upon your commencing employment as an employee, consultant or otherwise with one or more employers that offer group health insurance. Employee The foregoing shall not be entitled construed to extend any bonus compensationperiod of continuation coverage (e.g., whether vested COBRA) required by Federal or unvested; State law. (c) In the event that your employment hereunder is terminated either by you, by you giving to the Company a Non-Renewal-Notice (provided you cease to be employed by the Company) or the Company giving to you a Non-Renewal Notice for reasons constituting "Cause, or by Company or as a result of your death or Disability, then the Company will pay to you the Accrued Obligations. The Company shall have no obligation to pay you (or your estate) any other compensation, benefits or reimbursement of any kindcompensation following such termination.

Severance Compensation. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee Employee’s employment is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control by the Company without “Cause” (as defined below), and provided Employee timely executes a general release of known and unknown claims and such term is defined other provisions including without limitation, confidentiality and non-disparagement, in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, a form prescribed by the Company substantially similar to Exhibit A attached hereto (“Release”) in a timely manner and does not exercise his right to revoke the Release (if applicable), Employee shall be obligated to pay receive severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period form of six (6) months from months’ continuation of Employee’s then Base Salary, subject to applicable payroll and tax withholding. The Release will be delivered to Employee on the date of his termination of employment with the Company. The Severance Compensation described herein shall be paid in installments in accordance with the Company’s normal payroll cycle commencing the first payroll after the sixtieth (60th) day following Employee’s termination. Notwithstanding For the foregoingavoidance of doubt, if Employee is employed only eligible for Severance Compensation in the event his employment is terminated by the Company without Cause. Termination shall be for “Cause” in the event of the occurrence of any of the following: (i) Employee’s conviction of a new employerfelony crime involving moral turpitude or dishonesty, or as a consultant plea of guilty or no contest to such felony crime; or (ii) Employee’s participation in a fraud or any material act of dishonesty against the Company; or (iii) Employee’s failure or refusal to perform Employee’s duties, provided Employee is given written notice of, and at least ten (10) days opportunity to cure, such failure or refusal; or (iv) Employee’s failure or refusal to act in accordance with any lawful and proper direction or order of Management, provided Employee is given written notice of, and at least ten (10) days opportunity to cure, such failure or refusal; or (v) Employee’s gross negligence or willful misconduct in the performance of Employee’s duties or (vi) Employee’s material failure to satisfactorily perform his duties in connection with this Agreement after the termination Company provides written notice to the Employee and a thirty (30) day opportunity to cure, provided that such deficiency(ies) are curable; or (vii) a material misrepresentation or breach by Employee of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, any other Company policy or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement his fiduciary duties to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindCompany.

Severance Compensation. In Upon termination of Executive’s employment prior to expiration of the event Employment Period unless Executive’s employment is terminated for Cause or Executive terminates her employment without Good Reason, then: (ia) Employee terminates this Agreement Executive shall be entitled to receive any and all reasonable expenses paid or incurred by Executive in connection with and related to the performance of her duties and responsibilities for Good Reason the Company during the period ending on the termination date, any accrued but unused vacation time through the termination date in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in policy and an amount equal to his salary compensation (at Executive’s Base Salary during the rate payable at the time of such termination) for a period of prior six (6) months from (the “Separation Period”), as in effect as of the date of termination. Notwithstanding termination (the foregoing“Separation Payment”), if provided that Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation or revocation of such release by Executive shall have passed or expired; and subject to anything to the contrary in Section 11(d)(3), the Separation Payment shall be paid in in accordance with the customary payroll practices of the Company; and (b) Subject to Executive’s: (1) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee is employed by a new employer, or as a consultant after participated immediately prior to the termination date (“COBRA Continuation Coverage”) and (2) continued payment of this Agreementpremiums for such plans at the active employee rate (excluding, the severance compensation payable for purposes of calculating cost, an employee’s ability to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such eventpay premiums with pre-tax dollars), the Company shall will pay, or reimburse Executive, the cost of COBRA Continuation Coverage for Executive and her eligible dependents until the earliest of: (x) Executive or her eligible dependents, as the case may be, ceasing to be entitled to eligible under COBRA and (iy) cease all payments to Employee twelve (12) months following the termination date (the benefits provided under this Paragraph 11.4; and clause (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Controlb), the amount of severance compensation paid to Employee hereunder “Medical Continuation Benefits”) or until such time as Executive shall not include any amount that the Company is prohibited obtain reasonably equivalent benefits from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, subsequent employment or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindspousal benefits.

Severance Compensation. (a) If, following the occurrence of a Change of Control, the Company terminates the Executive’s employment during the Period of Employment other than pursuant to Section 4(a) hereof, or if the Executive terminates the Executive’s employment pursuant to Section 4(b) hereof, the Company will pay to the Executive an amount equal to the greater of (on an “after-tax basis”), (1) the Severance Payment specified in Section 5(a)(i) hereof (the “Severance Payment”) or (2) the maximum lesser amount (the “Maximum Amount”) that would not cause the Severance Payment to be made hereunder (when considered with all other payments made to the Executive under this Agreement or otherwise as a result of the termination of the Executive’s employment that are subject to section 280G of the Code (“Parachute Payments”) to be subject to the excise tax imposed by section 4999 of the Code (the “Excise Tax”). In the event that it is determined that the Maximum Amount would be the greater payment on an after-tax basis, the Severance Payment specified in Section 5(a)(i) will be reduced by the amount necessary to avoid application of the Excise Tax. The Severance Payment described in Section 5(a)(1) or the Maximum Amount described in Section 5(a)(2), as applicable, will be paid on the date that is six (6) months and one (1) day after the date that the Executive’s employment is terminated (the “Termination Date”): (i) Employee terminates The payment payable to the Executive pursuant to this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (iiSection 5(a)(i) Employee is terminated for any reason (except death or disability) upon, or within six months following, will be a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee lump sum payment in an amount equal to his salary compensation one hundred fifty percent (150%) of the Base Pay otherwise payable to the Executive during the remainder of the Period of Employment. (ii) Not more than fifteen (15) days following the termination of the Executive’s employment, the Company agrees to notify the Executive in writing (A) whether the Severance Payment pursuant to Section 5(a)(i) when added to any other Parachute Payments exceeds an amount (the “299% Amount”) equal to 299% of the Executive’s “base amount” as defined in Section 280G(b)(3) of the Code, (B) the amount that is equal to the 299% Amount, (C) whether the Severance Payment described in Section 5(a)(1) or the Maximum Amount pursuant to Section 5(a)(2) is greater on an after-tax basis and (C) if the Maximum Amount in Section 5(a)(2) is the greater amount, the amount that the Severance Payment must be reduced to equal such Maximum Amount. (iii) The calculation of the 299% Amount, the determination of whether the Severance Payment described in Section 5(a)(1) or the Maximum Amount pursuant to Section 5(a)(2) is greater on an after-tax basis and, if the Maximum Amount in Section 5(a)(2) is the greater amount, the determination of how much the Severance Payment must be reduced in order to avoid application of the Excise Tax will be made by the Company’s public accounting firm (the “Accounting Firm”) in accordance with Section 280G of the Code or any successor provision thereto. The costs of obtaining such determination will be borne by the Company. (b) There will be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit (including Employee Benefits) of the Executive provided for in this Agreement. (c) If, following the occurrence of a Change of Control, the Company terminates the Executive’s employment during the Period of Employment other than pursuant to Section 4(a)(i) or 4(a)(ii) hereof, or if the Executive terminates the Executive’s employment pursuant to Section 4(b) hereof, all un-expired, un-forfeited and un-exercised stock options held by the Executive immediately prior to such termination of employment will become immediately vested and exercisable pursuant to their terms, regardless of whether or not the vesting/performance conditions set forth in the relevant Stock Option Agreements shall have been satisfied in full. The rights of the Executive pursuant to the terms and conditions of this Section 5(c) will be in addition to any rights granted to the Executive pursuant to the terms and conditions of any Stock Option Agreement evidencing the grant by the Company of stock options to the Executive, whether granted before or after the execution and delivery of this Agreement. (d) Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company will pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable Prime Rate (as hereinafter defined) or, if lesser, the highest rate allowed by applicable usury laws. As used herein, the term “Prime Rate” means the rate payable at of interest published from time to time by the time Wall Street Journal, and designated as the Prime Rate in the “Money Rates” section of such termination) for a period of six (6) months from publication. If such publication describes the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or Prime Rate as a consultant after the termination range of rates, for purposes of this Agreement, the severance compensation payable to Employee hereunder shall Prime Rate will be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained highest rate designated in such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindrange.

Severance Compensation. In (a) If, following the occurrence of a Change of Control, the Company shall terminate the Executive’s employment during the Period of Employment pursuant to an event described in Section 4(a)(iii) hereof, or if the Executive shall terminate the Executive’s employment pursuant to an event described in Section 4(b) hereof, the Company shall, except to the extent payment is required to be delayed in accordance with Section 5(c) hereof, pay to the Executive the amounts specified in this Section 5(a) within the specified period following the date (the “Termination Date”) that the Executive’s employment is terminated (which shall, subject to Section 5(f) hereof, be the date of termination or, if applicable, the expiration of the period for remedy provided under Section 4(b) hereof): (i) Employee terminates this Agreement for Good Reason On the payroll date concurrent with or next following such Termination Date, the sum of (A) the Executive’s Base Salary through the Termination Date to the extent not theretofore paid and (B) any accrued vacation pay to the extent not theretofore paid, and, within the period specified in accordance with Paragraph 11.3 Section 3(b) hereof; , a pro rata amount of the Incentive Pay equal to the product of such Incentive Pay (based upon actual performance through the Termination Date) and a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date and the denominator of which is 365. (ii) Employee Subject to Section 5(b) below, on the sixtieth (60th) day following the Termination Date, a lump sum payment (the “Severance Payment”) in an amount equal 200% of the sum of (A) the aggregate Base Pay (at the rate in effect for the year in which the Termination Date occurs) plus (B) the Incentive Pay (based upon the target amount of Incentive Pay payable to the Executive for the year in which the Termination Date occurs); provided, however, that if the Severance Payment otherwise payable hereunder is terminated a “parachute payment” (as determined under Section 280G of the Code or any successor provision thereto), then in no event will the Severance Payment, when added to the “present value” (as determined under Section 280G of the Code or any successor provision thereto) of any other “parachute payments” (as that term is defined in Section 280G of the Code or any successor provision thereto) from the Company, exceed an amount equal to 299% (the “299% Amount”) of the Executive’s “base amount” (as that term is defined in Section 280G of the Code or any successor provision thereto), and if the amount otherwise payable hereunder would exceed the 299% Amount, the Severance Payment shall be reduced to the extent necessary so that the aggregate present value of all “parachute payments” does not exceed the 299% Amount. (iii) Subject to Section 5(b) below, except to the extent that the payments or benefits provided pursuant to this Section 5(a)(iii) would result in a reduction of the amount or benefits provided in the preceding paragraphs of this Section 5(a), because they, when added to such amounts or benefits, and the present value of any other parachute payments from the Company, would exceed the 299% Amount, the following shall occur immediately on the date the Release (described in Section 5(b) below) becomes irrevocable and final under applicable law), in the following order: (A) all Company stock options held by the Executive on his Termination Date shall become immediately exercisable, regardless of whether or not the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (B) all restrictions on any restricted securities granted by the Company to the Executive shall be removed and the securities shall be fully vested and freely transferable, regardless of whether the vesting/performance conditions set forth in the relevant agreements shall have been satisfied in full; (C) the Executive shall have an immediate right to receive all performance shares, and such performance shares shall be fully vested and freely transferable without restrictions, regardless of whether or not specific performance goals set forth in the relevant agreements shall have been attained; and (D) all performance units granted to the Executive shall be immediately vested and shall, notwithstanding any provision of an award agreement governing such performance units, be settled on the later of the sixtieth (60th) day after the Executive’s Termination Date and the date specified in the applicable award agreements, regardless of whether or not the relevant performance cycle has been completed, and regardless of whether any other terms and conditions of the relevant agreements shall have been satisfied in full. The acceleration of awards, as provided under this Section 5(a)(iii), shall occur in the order in which such awards were granted, commencing with the award that has the earliest grant date. (iv) Except to the extent that the payments or benefits provided pursuant to this Section 5(a)(iv) would result in a reduction of the amount or benefits provided in the preceding paragraphs of this Section 5(a), because they, when added to such amounts or benefits, and the present value of any other parachute payments from the Company, would exceed the 299% Amount, the Company shall, during the two-year period following the Termination Date (the “Benefits Period”), provide the Executive and his eligible dependents with medical, dental and vision coverage (the “Health Care Benefits”) and life insurance benefits no less favorable to those which the Executive and his eligible dependents were receiving immediately prior to the Termination Date or, if more favorable to such persons, as in effect generally at any time thereafter with respect to other peer executives of the Company; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive Health Care Benefits under another employer-provided plan, the Health Care Benefits provided hereunder shall be terminated. The receipt of the Health Care Benefits shall be conditioned upon the Executive continuing to pay the monthly premium as in effect at the Company from time to time for any reason coverage provided to former employees under Section 4980B of the Code in respect of the applicable level of coverage (except death or disability) uponi.e., single, single plus one, or family) (the “Applicable COBRA Premium”). During the portion of the Benefits Period in which the Executive and his eligible dependents continue to receive coverage under the Company’s Health Care Benefits plans, the Company shall pay to the Executive a monthly amount equal to the excess of (x) the Applicable COBRA Premium over (y) the monthly employee contribution rate that is paid by Company employees generally for the same or similar coverage, as in effect from time to time (and which amount shall in no event be greater than the employee contribution rate for the applicable level of coverage as in effect immediately prior to the Termination Date), which payment shall be paid in advance on the first payroll day of each month, commencing with the month immediately following the Executive’s Termination Date. If Executive continues to receive Health Care Benefits pursuant to this Section 5(a)(iv) when, in the absence of the extension of coverage provided in this Section 5(a)(iv) Executive would not be entitled to continuation coverage under Section 4980B of the Code, (A) Executive shall receive payment or reimbursement for all medical, dental and vision expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred (B) the amount of medical, dental and vision expenses eligible for payment or reimbursement under the Health Care Benefits plans during the Executive’s taxable year will not affect the expenses eligible for payment or reimbursement in any other taxable year, except as otherwise permitted under Section 409A of the Code for medical reimbursement arrangements, and (C) the Executive’s right to payment or reimbursement of medical, dental or vision expenses under the Health Care Benefits plans is not subject to liquidation or exchange. The Benefit Period shall run concurrently with the continuation coverage period provided under Section 4980B of the Code or other applicable law. (v) Except to the extent that the payments or benefits provided pursuant to this Section 5(a)(v) would result in a reduction of the amount or benefits provided in the preceding paragraphs of this Section 5(a), because they, when added to such amounts or benefits, and the present value of any other parachute payments from the Company, would exceed the 299% Amount, the Company shall pay or reimburse the Executive for expenses for outplacement services, the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion, provided that (A) such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Executive’s Termination Date and (B) the amount of the outplacement services to be paid or reimbursed by the Company shall not, in the aggregate, exceed $15,000. (vi) The determination of whether any amount otherwise payable under Section 5 is a “parachute payment” and shall cause the 299% Amount to be exceeded shall be made, if requested by the Executive or the Company, by a public accounting firm retained by the Company (the “Accounting Firm”). The costs of obtaining such determination shall be borne by the Company. (b) The obligation of the Company to make any payment or provide any benefit pursuant to Section 5(a)(ii) or (iii) is conditioned upon (i) execution and delivery by Executive to the Company of a release agreement in favor of the Company and its respective officers, directors, employees, agents and equity holders in respect of Executive’s employment with the Company and the termination thereof (the “Release”), and (ii) such Release, once executed by Executive and delivered to the Company, becoming irrevocable and final under applicable law within six months followingsixty (60) days of Executive’s Termination Date. Promptly following Executive’s termination, the Company shall deliver to him an execution-ready Release and, in the event that Executive fails to deliver the executed Release to Company or the Executive delivers an executed Release but such Release does not become irrevocable and final under applicable law on or before the date on which such payments or benefits must be made under the foregoing provisions of Section 5(a)(ii) and (iii), then Executive shall forfeit the payments and benefits provided under such paragraphs. Additionally, Executive shall forfeit entitlement to all amounts and benefits under this Section 5 in the event the Company, acting in good faith, determines that Executive has breached any of the provisions of Section 7 of this Agreement or any of the provisions of the Release. (c) Notwithstanding any provision herein to the contrary, if and to the extent that any portion of the amounts payable or benefits provided to the Executive under this Section 5 constitute payments pursuant to a "Change in Management or Control “nonqualified deferred compensation plan” (as such term is defined in Paragraph 11.5 hereof);" or (iiiunder Section 409A(d)(1) Employee is terminated without Causeof the Code) and, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of his termination of employment, the Executive is a “specified employee” (as such terminationterm is defined under Section 409A(a)(2)(B)(i) for a period of six (6) months from the Code), then the Company shall delay making such payments until the first day of the seventh calendar month following the Executive’s Termination Date or, if earlier, the date of termination. Notwithstanding the foregoingExecutive’s death. (d) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payment to or benefit (including Executive Benefits) of the Executive provided for in this Agreement. (e) Without limiting the rights of the Executive at law or in equity, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure fails to do so is make any payment required to be made hereunder on a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationtimely basis, the Company shall pay Employee interest on the amount thereof at an annualized rate of interest equal to the applicable Federal rate then in effect under Section 7872(f)(2)(A) of the Code (ior any successor provision thereof) all compensation for services rendered hereunder and not previously paid; or, if lesser, the highest rate allowed by applicable usury laws. (iif) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Except as otherwise specifically provided under Section 4 22 hereof, all through to the date extent applicable, the rights of termination. Employee the Executive to continue to participate in any Executive Benefit following the Executive’s Termination Date shall be determined in accordance with the terms of the applicable plan documents and shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement modified by the terms of this Agreement. (g) For purposes of determining the timing of any kindpayment to which the Executive is entitled under this Section 5 on or following his Termination Date, such event shall not have occurred, and such payment shall not be made, unless the Executive has experienced a “separation from service” as defined under Treasury Regulations § 1.409A-1(h), without regard to the alternative definitions provided thereunder.

Severance Compensation. In Upon termination of the event Employee's employment with the Company prior to the expiration of the Employment Period other than (ia) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (Cause as such term is defined in Paragraph 11.5 hereof);" (16) or (iiib) Employee is terminated without Cause, on account of the Company shall be obligated Employee's choice to pay severance compensation to Employee in an amount equal to terminate his salary compensation (at the rate payable at the time of such termination) employment for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or reason other than his Constructive Termination as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationdefined below, the Company shall pay the Employee, for so long as the Employee complies with the terms hereof (i) all compensation for services rendered hereunder including without limitation Sections 13 and not previously paid; (ii) accrued vacation pay; 14 hereof), the following amounts as "Severance" hereunder: Date Upon Which Notice of Termination Given Severance Amount --------------------------- ---------------- Before 12/31/98 12 months' salary Thereafter 18 months' salary Notwithstanding the above sentence and (iii) table, if the Employee refuses the Company's request to relocate to the Company's headquarters at any appropriate business expenses incurred by Employee time during the Employment Period and the Employee's employment with the Company is terminated in connection therewith, the Employee shall be entitled to Severance equal to 9 months' salary. The Employee may, at any time and from time to time, designate a beneficiary to receive the Severance in the event of his death, or if no beneficiary is designated then the Severance shall be paid to the Employee's estate. All Severance amounts hereunder shall be paid in equal monthly installments so long as the Employee fully complies with the surviving terms of this Agreement, including, without limitation, Paragraphs 13 and 14 hereof. A Constructive Termination shall be deemed to have occurred if, after the date hereof, the Employee's employment with the Company terminates following any one of the following: (a) The Company reduces the Employee's base salary; or (b) The Company assigns to the Employee any duties inconsistent with his duties hereunder or responsibilities as Executive Vice President and approved pursuant to Section 4 hereofChief Financial Officer, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; changes his reporting responsibilities or any other compensation, benefits or reimbursement of any kindtitle.

Severance Compensation. In full consideration of Employee's ---------------------- execution of this Agreement and his agreement to be legally bound by its terms, the event Company has paid or agrees to pay Employee the following amounts, and has provided or agrees to provide the following benefits to Employee: (ia) The company has paid Employee, and Employee hereby acknowledges receipt of the sum of $120,000 (minus all payroll deductions required by law or authorized by Employee). In addition, Employee shall promptly receive payment in respect of unused vacation days to which Employee is entitled. The Company has paid employee, and Employee hereby acknowledges receipt of the sum of $15,000 (minus all payroll deductions required by law or authorized by Employee) in lieu of relocation expenses. (b) Employee terminates this Agreement for Good Reason acknowledges and agrees that he has earned and been paid in accordance full bonus under the Company's bonus plan in respect of the period ended December 31, 1997. The Company agrees that Employee will be eligible to receive a bonus in respect of the quarter ending March 28, 1998 to the same extent as would otherwise have been the case had Employee remained an employee of the Company through such date, but no representation of any nature is made by the Company as to whether a bonus will be earned by Employee in respect of such period or the amount thereof. Employee and Company agree that all determinations in that regard shall be made solely by the Compensation Committee of the board of directors of the Company which shall be determined in its discretion in a manner that is fair, consistent and equitable with Paragraph 11.3 hereof; bonuses granted to Employee and to other employees of similar responsibility and bonus eligibility, during the same and prior periods, and such determination shall be final and binding upon Employee. (iic) Employee is terminated for any reason acknowledges that the period within which the Company must make available the purchase of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985 (except death or disability"COBRA") upon, or within six months following, a "Change in Management or Control (will commence as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causeof the Effective Date. If and only to the extent permitted under the Company's health insurance plans, the Company shall provide Employee until September 30, 1998 with health insurance coverage of the nature (and subject to the same deductibles and cost-sharing features) as may be obligated provided by the Company to pay severance compensation its senior executive officers during such period. If the Company is unable to include Employee in such health insurance plan during any portion of such period and Employee instead purchases health insurance from the Company under COBRA, then the Company will pay Employee during such portion of this period an amount equal to his salary compensation (at 160% of the rate payable at the time cost of obtaining such termination) for a period of six (6) months insurance from the date of terminationCompany pursuant to COBRA. Notwithstanding the foregoing, if this section shall no longer be applicable when Employee is employed by a new employer, or as employer that provides health insurance to its employees on a consultant after the termination of this Agreement, the severance compensation payable comparable cost-sharing basis to Employee hereunder shall be reduced that provided by the amount of compensation that Employee actually receives from the new employerCompany. Except as expressly stated above, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensationbenefits provided to employees of the Company after the Effective Date. (d) Employee shall be reimbursed for the reasonable business expenses (including certain relocation expenses) incurred by him prior to the Effective Date in connection with the performance of services as president and chief executive officer of the Company upon presentation of an itemized account and written proof of such expenses in accordance with the Company's policies. (e) The Company has previously granted Employee options to acquire a total of 250,000 shares of the Company's common stock (the "Stock Options") pursuant to the Company's 1992 Stock Option Plan, whether vested or unvested; or as amended (the "1992 Plan"). Notwithstanding Section 12.3 of the 1992 Plan, but subject in all respects to (i) all of the other provisions of the 1992 Plan and the option agreements pursuant to which the Stock Options were granted and (ii) compliance by Employee after the Effective Date with the provisions of this Agreement, the Company and the Employee agree that the first 125,000 shares of the Stock Options shall vest as scheduled (62,500 options on April 2, 1998 and the remaining 62,500 options on April 2, 1999) and be exercisable in full through the close of business, Philadelphia time, on October 2, 1999. The Company and Employee agree that the remaining 125,000 options will expire immediately. Employee acknowledges that, as a result of the foregoing, if any other compensationof the options were intended to qualify as incentive stock options, such Stock Options will no longer so qualify and will be treated as nonqualified stock options. (t) Employee alone, and not the Company, will be solely responsible for payment of all federal, state and local taxes required to be paid by him in respect of the payments to be made and benefits or reimbursement of any kindto be provided to him under this Agreement, and Employee acknowledges that such payments and benefits may be subject to tax withholding.

Severance Compensation. In (a) If, following the event occurrence of a ---------------------- Change in Control, the Company terminates the Executive's employment during the Severance Period pursuant to Section 3(a) (other than as a result of the Executive's death), or if the Executive terminates his employment during the Severance Period pursuant to Section 3(b), the Company will: (i) Employee terminates this Agreement for Good Reason pay to the Executive, within five business days after the Termination Date (or, in accordance with Paragraph 11.3 hereof; (iithe event that the circumstance described in Section 3(c) Employee hereof is terminated for any reason (except death or disability) uponapplicable, or within six months followingfive business days after the Election Date), a lump sum payment (the "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iiiSeverance Payment") Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation _____ times the sum of (A) Base Pay (at the highest rate payable at in effect for any period prior to the time of such terminationTermination Date), plus (B) for a period of six Incentive Pay (6) months from determined in accordance with the date of termination. Notwithstanding the foregoingstandard set forth in Section 1(d)); provided however, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder that Severance Payment shall be reduced by the aggregate amount of compensation all cash payments, if any, previously received by the Executive pursuant to his or her Severance Agreement prior to the Election Date. (ii) (A) for _____ months following the Termination Date (the "Continuation Period"), arrange at its sole expense, to provide the Executive with Employee Benefits that are benefits under welfare plans (as that term is used in the Employee actually receives from Retirement Income Security Act of 1974, as amended ("ERISA")) substantially similar to those which the new employerExecutive was receiving or entitled to receive immediately prior to the Termination Date, and (B) such Continuation Period will be considered service with the Company for the purpose of determining service credits and benefits due and payable to the Executive under the Company's retirement income, supplemental executive retirement and other benefit plans of the Company applicable to the Executive, his dependents or as a consultanthis beneficiaries immediately prior to the Termination Date. HoweverIf and to the extent that any benefit described in subsection (A) or (B) of this Section 4(a)(ii) is not or cannot be paid or provided under ERISA or any other applicable law or regulation or under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such Employee Benefits. Without otherwise limiting the purposes or effect of Section 5, Employee shall have a duty Benefits otherwise receivable by the Executive pursuant to inform subsection (A) of this Section 4(a)(ii) will be reduced to the Company that he has obtained such new employmentextent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's Termination Date, and any such benefits actually received by the failure Executive shall be reported by the Executive to do so the Company. Notwithstanding the preceding sentence, in the event that the Executive is a material breach required to pay any amounts in connection with the receipt of this Agreement. In such eventwelfare benefits, the Company shall will be entitled obligated to promptly reimburse the Executive for the amounts paid by the Executive to receive such benefits. (ib) cease all payments Without limiting the rights of the Executive at law or in equity, if the Company fails to Employee under this Paragraph 11.4; and make any payment or provide any benefit required to be made or provided hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite "prime rate" as quoted from time to time during the relevant (iic) recover Notwithstanding any unauthorized payments to Employee in an action for breach other provision of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event parties' respective rights and obligations under this Section 4 and under Sections 5 and 7 will survive any termination or expiration of a this Agreement or the termination upon or of the Executive's employment following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include Control for any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindreason whatsoever.

Severance Compensation. In the event a. If his employment is terminated under section 7(a), Company shall pay to Employee (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; his base salary through the Termination Date, (ii) Employee is terminated for any reason (except death or disability) uponbenefits due under any employee benefit plans and unpaid as of the Termination Date, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) such other benefits that may be required under law. Thereafter, Employee shall not receive any further compensation or benefits under this Agreement. b. If his employment is terminated without Causeunder section 7(b), the Company shall be obligated to pay severance compensation to Employee in (i) his base salary through a period of thirty days following the Termination Date, (ii) any benefits due under any employee benefit plans and unpaid as of the Termination Date, (iii) such other benefits that may be required under law. and (iv) an amount equal to the base annual salary that would have been payable to him pursuant to paragraph 3(a) hereof if his salary compensation employment had not been so terminated, and as when such payments would have been due hereunder but for the termination, less the greater of (A) 50% of such base annual salary, or (B) any disability payments received by Employee in such period from any insurance or other plan or program maintained by the Company, at its expense, for Employee's benefit. c. If his employment is terminated under section 7(c), Company shall pay to the rate Employee's estate an amount equal to (i) the payments Employee would be entitled to receive pursuant to section 8(b)(i),(ii), (iii) and (iv) had employment been terminated under section 7(b), plus any other benefits due and payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoingEmployee's death or by reason thereof. d. If his employment has been terminated under Section 7(d), if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay to Employee (i) all compensation for services rendered hereunder and not previously paid; an amount equal to the present value (based on a 6% discount factor) of the base salary to which Employee would have been entitled as provided in Section 3, computed from the Termination Date through June 30, 2000, plus (ii) accrued vacation pay; any benefits due Employee under any employee benefit plans and unpaid as of the Termination Date, and (iii) any appropriate business expenses incurred by such other benefits that may be required under law. e. Any payments due to Employee in connection with under Section this section 8 shall be due and payable within thirty (30) days following termination of his duties hereunder and approved pursuant to Section 4 hereofemployment. f. In calculating payments under this section 8, all through the date of termination. Employee Company shall not be entitled to set off against any bonus compensation, whether vested or unvested; or such payments any other compensation, benefits or reimbursement of any kindamounts owed by Employee to Company.

Severance Compensation. In Upon termination of the event Employee's employment with the Company prior to the expiration of the Employment Period other than (ia) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (Cause as such term is defined in Paragraph 11.5 hereof);" (16) or (iiib) Employee is terminated without Cause, on account of the Company shall be obligated Employee's choice to pay severance compensation to Employee in an amount equal to terminate his salary compensation (at the rate payable at the time of such termination) employment for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or reason other than his Constructive Termination as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationdefined below, the Company shall pay the Employee, for so long as the Employee complies with the terms hereof (i) all compensation for services rendered hereunder including without limitation Sections 13 and not previously paid; (ii) accrued vacation pay; 14 hereof), the following amounts as "Severance" hereunder: Date Upon Which Notice of Termination Given Severance Amount --------------------------- ---------------- Before 12/31/98 12 months' salary Thereafter 18 months' salary Notwithstanding the above sentence and (iii) table, if the Employee refuses the Company's request to relocate to the Company's headquarters at any appropriate business expenses incurred by Employee time during the Employment Period and the Employee's employment with the Company is terminated in connection therewith, the Employee shall be entitled to Severance equal to 9 months' salary. The Employee may, at any time and from time to time, designate a beneficiary to receive the Severance in the event of his death, or if no beneficiary is designated then the Severance shall be paid to the Employee's estate. All Severance amounts hereunder shall be paid in equal monthly installments so long as the Employee fully complies with the surviving terms of this Agreement, including, without limitation, Paragraphs 13 and 14 hereof. A Constructive Termination shall be deemed to have occurred if, after the date hereof, the Employee's employment with the Company terminates following any one of the following: (a) The Company reduces the Employee's base salary; or (b) The Company assigns to the Employee any duties inconsistent with his duties hereunder and approved pursuant to Section 4 hereofor responsibilities as Executive Vice President, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; changes his reporting responsibilities or any other compensation, benefits or reimbursement of any kindtitle.

Severance Compensation. In the event (i) Employee terminates this Agreement for If your employment is terminated either by you with Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) uponwithin 12 months following a Change of Control, or by the Company without Cause within six 3 months followingpreceding or within 12 months following a Change of Control, subject to your executing and delivering to the Company, and not revoking, a "Change release of claims in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, a form acceptable to the Company shall be obligated to (the “Release”) within the 30-day period following your termination of employment: (a) the Company will pay you severance compensation to Employee in an amount equal to his salary compensation (at the rate 12 months of your then current annual base salary, payable at the time of such termination) for in equal installments over a period of six 12 months (6the “Severance Period”) in accordance with the Company’s payroll practices, commencing on your termination of employment; (b) if you have been continuously employed by the Company for less than one year as of the date your employment terminates, the vesting schedule of any equity awards of the Company held by you shall automatically be amended to state that all of the options subject to such equity award(s) scheduled to vest within 12 months from of the date of your termination shall immediately accelerate and become fully vested; (c) if you have been continuously employed by the Company for at least one year as of the date your employment terminates, all of the outstanding unvested equity awards of the Company held by you shall become fully vested and, if applicable, exercisable as of the date of your termination; and (d) If you timely elect continued group medical and dental insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will reimburse you for a portion of the applicable premiums, based on the then-current cost-sharing rates for active employees, for you and your eligible dependents during the period commencing on the date of your termination of employment and ending on the earliest to occur of (a) the final day of the Severance Period, (b) the date you and/or your eligible dependents are no longer eligible for COBRA, and (c) the date you become eligible to receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of such eligibility). Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company determines that he has obtained it cannot provide such new employment, and the failure reimbursement of premiums to do so is a material breach of this Agreement. In such eventyou without potentially violating applicable law, the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to a portion of the applicable premiums, based on then-current cost-sharing rates for active employees, which payment will be entitled made regardless of whether you elect COBRA continuation coverage and will commence in the month following the month in which your termination of employment occurs and end on the earliest to occur of (ix) cease all payments to Employee under this Paragraph 11.4; the final day of the Severance Period, (y) the date you and/or your eligible dependents are no longer eligible for COBRA, and (iiz) recover any unauthorized payments the date you become eligible to Employee in an action for breach receive medical insurance coverage from a subsequent employer (and you agree to notify the Company of contractsuch eligibility). Notwithstanding anything else in this Agreement herein to the contrary, solely in the event that any compensation or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 409A (as defined below) becomes payable upon the occurrence of a termination upon or following a Change in Management or of Control, the amount of severance such compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee benefit shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement paid unless such Change of any kind.Control constitutes a “change in control event” within the meaning of Section 409A.

Severance Compensation. 4.1 Severance Compensation in the Event of a Termination Upon a Change in ------------------------------------------------------------------------ Control. In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee the Executive's employment is terminated for any reason (except death or disability) upon, or within six months following, in a "Termination ------- Upon a Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without CauseControl, the Company Executive shall be obligated to pay paid as severance compensation to Employee in an amount equal to ("Severance Compensation") his salary compensation Base Salary (at the rate payable at the time of such termination) ), for a period of six the lesser of the remaining portion of the Initial Term or twelve (612) months from the date of terminationsuch termination provided. Notwithstanding anything in this Section to the foregoingcontrary, the Executive may in the Executive's sole discretion, by delivery of a notice to the Corporation within thirty (30) days following a Termination Upon a Change in Control, elect to receive from Compensation a lump sum Severance Compensation payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Executive pursuant to this Section. The Executive shall also be entitled to an accelerated vesting of any awards granted to the Executive under the Corporation's Stock Option Plan to the extent provided in the stock option agreement entered into at the time of grant. The Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Corporation in which the Executive is a participant to the full extent of the Executive's rights under such plans, including any prerequisites provided under this Agreement, though the remaining term of this Agreement; provided, however, that the benefits under any such plans of the Corporation in which the Executive is a participant, including any such prerequisites, shall cease upon re-employment by a new employer. 4.2 Severance Compensation in the Event of a Termination Other Than for ------------------------------------------------------------------------ Cause. In the event the Executive's employment is terminated in a Termination ----- Other Than for Cause, the Executive shall be paid as Severance Compensation his Base Salary (at the rate payable at the time of such termination), for a period of the lesser of the remaining portion of the Initial Term or twelve (12) months from the date of such termination, on the dates specified in Section 3.1; provided, however, that if Employee the Executive is employed by a new employer, or as a consultant after the termination of this Agreementemployer during such period, the severance compensation Severance Compensation payable to Employee hereunder shall the Executive during such period will be reduced by the amount of compensation that Employee actually receives the Executive is receiving from the new employer, or as a consultant. However, Employee shall have a duty Executive is under no obligation to inform mitigate the Company that he has obtained such new amount owed by the Corporation to the Executive pursuant to this Section by seeking other employment, and the failure to do so is a material breach of this Agreement. In such event, the Company The Executive shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover an accelerated vesting of any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement awards granted to the contrary, solely Executive under the Corporation's Stock Option Plan to the extent provided in the event stock option agreement entered into at the time of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindgrant.

Severance Compensation. (a) In consideration of Executive's execution of this Agreement, Executive shall receive a lump sum payment equal to Two Hundred Seventy-Three Thousand and No/100 Dollars ($273,000.00) (the "Severance Payment I"), which shall be payable to the Executive no later than January 2, 2003, provided that Executive shall not have revoked his agreement hereto as set forth in Section 7(f) below. The Executive shall also receive a lump sum payment equal to Sixteen Thousand Two Hundred Forty-Five and No/100 Dollars ($16,245.00) payable contemporaneously with the initial payment of Severance Payment I and representing an advance for health, life, dental, vision and short and long term disability insurance costs for one year ("Severance Payment II"). (Severance Payment I and Severance Payment II are collectively referred to herein as the "Severance Payments.") The Severance Payments shall be made by the Corporation's check to be delivered by the Corporation to Executive on or before the date that the relevant payment is due. The Severance Payments shall also be subject to all applicable withholding taxes. Executive hereby acknowledges that the Severance Payments include all monies payable to him by the Corporation, including, without limitation, wages (other than as specified in Section 1), payment for accrued and unused vacation days, holiday pay, sick pay and severance pay. Notwithstanding the preceding sentence, however, the Corporation will reimburse Executive for unreimbursed business expenses incurred by Executive prior to the Termination Date in accordance with customary Corporation practices. (b) In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, that a "Change in Management or Control of Control" (as such term is was defined in Paragraph 11.5 hereof);" or (iiithe Employment Agreement) Employee is terminated without Cause, the Company shall be obligated consummated at any time within twelve (12) months after the Termination Date, then the Corporation shall pay to pay severance compensation to Employee in an amount equal to his salary compensation Executive the sum of Thirty Thousand and No/100 Dollars (at $30,000.00) ("Success Fee") within ten (10) business days following the rate payable at the time closing date of such termination) for a period of six (6) months from the date of terminationtransaction. Notwithstanding the foregoingpreceding sentence, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee Executive shall not be entitled to a Success Fee resulting from any bonus compensation, whether vested securities offering or unvested; fund-raising conducted by or any other compensation, benefits or reimbursement for the benefit of any kindthe Corporation. Executive shall not be entitled to receive more than one (1) Success Fee.

Severance Compensation. (a) In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (or Executive’s estate) such portions of Executive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) Employee terminates this Agreement amounts for Good Reason in accordance with Paragraph 11.3 hereof; accrued unused vacation days (as provided above), (ii) Employee is terminated any amounts for any reason (except death expense reimbursement which have been properly incurred or disability) upon, or within six months following, a "Change in Management or Control (the Company has become obligated to pay prior to termination and have not been paid as of the date of such term is defined in Paragraph 11.5 hereof);" or termination and (iii) Employee the amount of any Bonus previously granted to Executive by the Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for twelve (12) months, or for eighteen (18) months if such termination occurs during the twelve (12) month period following a Corporate Change (the “Protected Period”), following Executive’s termination of employment (as applicable, the “Severance Period”). The receipt of any severance benefits provided in this Section shall be obligated dependent upon Executive’s execution and non-revocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit A (the “Release”). The distribution of severance benefits in this Section 4 is subject to Section 4(d). (i) The Company shall continue to pay severance compensation to Employee Executive his base salary for the Severance Period in an amount equal to his salary compensation (at accordance with the rate payable at Company’s payroll practice, beginning on the time Company’s first regular payroll date that occurs on or after the 30th day following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such termination) for a period of six (6) months from the date of terminationdate. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the Executive’s termination of this Agreement, employment occurs during the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationProtected Period, the Company shall pay Employee Executive his base salary for the Severance Period in a lump sum 30 days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date. (ii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, the Company shall pay Executive an amount equal to one and one-half times his target annual bonus, described in Section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum 30 days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date. (iii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company without Cause, in each case during the Protected Period, one hundred percent (100%) of Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) prior to his termination shall vest immediately. (iv) The Company shall continue to provide Executive and his then-enrolled eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law. (c) In the event that Executive’s employment hereunder is terminated (i) all compensation by Executive for services rendered hereunder and not previously paid; other than a Good Reason, or (ii) accrued vacation pay; and by the Company for Cause, or (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant as a result of Executive’s death or Disability, then the Company will pay to Section 4 hereof, all through Executive the date of terminationAccrued Obligations. Employee The Company shall not be entitled have no obligation to any bonus compensation, whether vested pay Executive (or unvested; or Executive’s estate) any other compensation, benefits or reimbursement of any kindcompensation following such termination except as provided in Section 4(a).

Severance Compensation. In If the event (i) Employee Company terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated your employment for any reason (except death other than Cause or disability) uponPermanent Disability, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, if you resign from the Company shall be obligated within 12 months after a Triggering Event, then: (a) The Company will continue to pay severance you your cash compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after following the termination of this Agreementyour employment (the “Continuation Period”); and (b) You will be given additional vesting credit for any then-outstanding equity awards held by you under the Ariba, Inc. 1999 Equity Incentive Plan (the severance compensation payable “Plan”), such that the number of shares or options subject to Employee hereunder each such award that are vested as of the date the Company terminates your employment shall be reduced by calculated assuming (for the amount purposes of compensation this calculation only) that Employee actually receives from your last day of Service (as defined in the new employer, or as a consultant. However, Employee shall have a duty to inform Plan) is the date that is six months after the date the Company that he has obtained such new terminates your employment. Your base salary will be paid in accordance with the Company’s standard payroll procedures. For the purposes of this Paragraph 1, your “cash compensation” will be deemed the sum of (a) your base salary at the rate in effect at the time of the termination of your employment, and plus (b) the failure to do so is a material breach lesser of this Agreement. In such event, the Company shall be entitled to (i) cease the sum of your actual bonuses for the last two completed fiscal quarters preceding the termination of your employment or (ii) the sum of your target bonuses for those two completed fiscal quarters. In addition, for the purposes of this Paragraph 1, a “Triggering Event” shall mean (y) the Company requiring you, over your written objection, to report to anyone other than its Chief Executive Officer or President or (z) the Company, without your written consent, reducing your base salary below $450,000 per year. Xxxx Xxxx May 21, 2003 However, this Paragraph 1 will not apply unless you (a) sign a general release of claims (in a form prescribed by the Company) of all known and unknown claims that you may then have against the Company or persons affiliated with the Company and (b) have returned all Company property. In addition, all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments 1 will be discontinued immediately if you fail to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrarycomply with Paragraph 2, solely in the event of a termination upon 3, 4 or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind5 below.

Severance Compensation. In the event (i) Employee terminates exchange for Executive’s commitments as outlined in this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without CauseSeparation Agreement, the Company shall be obligated agrees to continue to pay severance compensation to Employee Executive his base salary as in an amount equal to his salary compensation (effect on the Separation Date at the annual rate payable at the time of such termination$360,000 (less any applicable deductions (e.g., tax withholdings)) for a period of six twelve (612) months following the Separation Date in accordance with the Company’s normal payroll practices as in effect from time to time (such payments hereinafter referred to as the date “Severance Payments”); provided, however, that the first installment of terminationsuch payment will be issued on the next regularly administered pay period following the Effective Date (as defined in Section 14) and will include any amounts that were not paid following the Separation Date because Executive had not executed this Separation Agreement. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of Each payment under this Agreement, the severance compensation payable to Employee hereunder Section 2 shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as considered a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, separate payment and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event not one of a termination upon or following a Change in Management or Control, the amount series of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting payments for federal income tax purposes by virtue of Section 280G 409A of the Internal Revenue Code of 1986, as amended, or any successor provisionamended (the “Code”). In addition Executive expressly acknowledges that the Severance Payments described in this section are being provided in exchange for his promises set forth herein and that he is not otherwise entitled to the foregoing severance compensation, the Company shall pay Employee (i) all compensation outlined in this Section 2 and that such compensation serves as adequate consideration for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee his commitments set forth in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of terminationthis Separation Agreement. Employee Executive shall not accrue or be entitled to eligible for any bonus compensationsalary, whether vested or unvested; or any other compensationpay, benefits or reimbursement consideration from the Company other than outlined herein. The offer to enter into this Separation Agreement shall remain open for twenty-one (21) days from Executive’s receipt of this Separation Agreement, after which time it shall be deemed withdrawn without further action or notice by the Company. Executive will not receive any kindSeverance Payments if this Separation Agreement is not executed on or prior to the twenty-first (21st) day following receipt of this Separation Agreement.

Severance Compensation. In If, at any time prior to the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Causeexpiration of the Employment Period, the Company shall be obligated to pay severance compensation to Employee in an amount equal to terminates Executive without Cause (as defined below) or Executive terminates his salary compensation employment with Good Reason (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoingas defined below), if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform then the Company that he has obtained such new employment, and shall pay or provide all of the failure following to do so is a material breach of this Agreement. In such event, the Company Executive: (a) Executive shall be entitled to (i1) cease reimbursement of any and all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses paid or incurred by Employee in connection with his duties hereunder and approved Executive through the termination date, pursuant to Section 4 hereof9 below, all (2) receipt of any accrued but unused paid time off through the termination date in accordance with Company policy, as in effect as of the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement (3) receipt of any kindearned but unpaid Base Salary accrued through Executive’s last date of employment with the Company, and (4) receipt of an amount equal to a portion of the Executive’s Base Salary, as set forth in Section 6(c) below (all of these payments are collectively the “Separation Payment”), provided that Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation or revocation of such release by Executive shall have passed or expired; and subject to anything to the contrary in Section 11(d)(3), the Separation Payment shall be paid in accordance with the customary payroll practices of the Company; and (b) Subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which the Employee participated immediately prior to the termination date (“COBRA Continuation Coverage”), the Company will pay the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earliest of (i) Executive and his eligible dependents, as the case may be, ceasing to be eligible under COBRA, or (ii) twelve (12) months following the termination date (the benefits provided under this Section 6(b), the “Medical Continuation Benefits”) or until such time as Executive shall obtain reasonably equivalent benefits for him and his eligible dependents from subsequent employment or spousal benefits. (c) The Base Salary portion of the Separation Payment described in Section 6(a)(4) above shall be the remaining salary that would otherwise be paid to Executive for the remainder of the Employment Period, but in no event shall this amount be less than twelve (12) months of Executive’s Base Salary (at the rate that was in effect at the time of termination).

Severance Compensation. (a) Upon termination of employment for any reason, the Executive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4, (B) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a), (C) 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 Company during the period ending on the termination date to be paid according to Section 8, (D) any accrued but unused vacation time through the termination date in accordance with Company policy, and (E) all Share Awards earned and vested prior to the date of termination (collectively, the “Separation Payment”); provided, that the Executive executes an agreement releasing Company 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(a) and the Executive complies with his other obligations under Sections 12 and 13 of this Agreement. (b) In the event of a termination by the Company other than for Cause or by the Executive for Good Reason, each prior to one hundred eighty days (180) days following the occurrence of a Change of Control (as defined below), and subject to the additional provisions of Section 11(d)(3), then in addition to the severance compensation set forth in Section 6(a), Executive shall also be entitled to the following enhanced separation benefits (“Enhanced Separation Benefits”): (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) uponthe greater of Executive’s continued Base Salary through the balance of the Employment Period, as renewed, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paidExecutive’s then Base Salary; (ii) accrued vacation pay; continued participation in Company welfare benefit plans (including health benefits) on the same terms as immediately prior to termination and to be paid in full by the Company for the period of time set forth in this Section 6(b) (not to be less than twelve (12) months of continuation of benefits) and (iii) immediate vesting of all stock options/equity awards; provided, that the Executive executes an agreement releasing Company and its affiliates from any appropriate business expenses incurred by Employee in connection liability associated with this Agreement and such release is irrevocable at the time any of the Enhanced Separation Benefits are first payable under this Section 6(b) and the Executive complies with his duties hereunder other obligations under Sections 12 and approved 13 of this Agreement. (c) Upon termination of Executive’s continued benefits (either pursuant to Section 4 hereof6(a) or 6(b) as the case may be), all through the Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for herself and each of his “Qualified Beneficiaries” as defined by COBRA (“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date of terminationthe Executive’s termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. Employee shall not be entitled to To reimburse any bonus compensationCOBRA premium payment under this paragraph, whether vested or unvested; or any other compensation, benefits or reimbursement the Company must receive documentation of any kindthe COBRA premium payment within ninety (90) days of its payment.

Severance Compensation. In (a) If Employee's employment is terminated pursuant to Section 4(e) (by the event Company without cause) after the Full Start Date, the Company shall: (i) until the Benefits Termination Date, continue to pay (A) pay to Employee terminates this Agreement salary at the rate in effect on the Date of Termination; and (B) pay for Good Reason Employee's (and his immediate family's) participation in accordance with Paragraph 11.3 hereofgroup medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement.. (b) If Employee's employment is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, other than by the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant without cause after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationFull Start Date, the Company shall pay to Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iiior Employee's estate or beneficiary, as the case may be) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all unpaid base salary through the date Date of terminationTermination and any bonus for the year prior to the year in which the Date of Termination occurs which has not been paid. Employee shall not be entitled to any bonus compensationfor the year in which the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee shall be participating at the date of termination of employment shall be determined in accordance with such plans. (c) If Employee's employment is terminated by the Company pursuant to Section 4(d) (by the Company For Cause), whether vested and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any loss or unvested; damage which the Company shall suffer as a result of the acts or omissions of Employee giving rise to termination under Section 4(d). (d) Employee acknowledges that the Company has the right to terminate Employee's employment without cause and that such termination shall not be a breach of this Agreement or any other compensationexpress or implied agreement between the Company and Employee. Accordingly, in the event of such termination, Employee shall be entitled only to those benefits specifically provided in this Section 5, and shall not have any other rights to any compensation or reimbursement damages from the Company for breach of contract. (e) Employee acknowledges that in the event of termination of Employee's employment for any kindreason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee shall not be entitled to any benefits under any such plan or policy.

Severance Compensation. In A. Your employment by the event Company is not for any specific term but rather is on an ongoing at-will basis with the right by the Company and you to terminate your employment at any time. If the Company terminates your employment for any reason other than for “cause”, causes your employment to terminate because of “constructive termination” (which means: (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereofa requirement by the Company that you relocate your place of employment more than twenty five (25) air miles (“as the crow flies”); or (ii) Employee is terminated for any reason (except the material breach by the Company of one or more of the terms of your Employment Agreement) or your employment terminates due to death or “disability) upon” (as defined under Code Section 409A, or within six months followingas set forth under Paragraph 5(d)), a "Change then the Company shall pay you, as severance pay, provided that you have not breached the provisions of Paragraph 4 hereof, your salary at the rate in Management or Control effect immediately prior to such termination, during the Severance Period (as such term is defined hereinafter defined), commencing on the first business day following the sixtieth (60th) day after any such termination payable in normal payroll installments in accordance with the Company’s then payroll practices, subject to Paragraphs 3C, 4 and 5(d). Thus, if you have not violated the non-compete restrictions in Paragraph 11.5 hereof4 hereof (as well as the other restrictions in that paragraph) during the Severance Period, the Company will pay you your salary during the Severance Period. The Company shall have “cause” to terminate your employment only if you have (i) acted in bad faith or with dishonesty, (ii) willfully failed to follow the directions of the Company’s Chief Executive Officer or the Board of Directors (provided such directions would not be in violation of law or constitute fraud);" or , (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employerperformed your duties with gross negligence, or as (iv) been convicted of a consultant after the termination felony. For purposes of this Agreement, the severance compensation payable “Severance Period” shall mean (I) the one (1) year period following the termination of your employment for any reason other than for “cause”, (II) the one (1) year period following the termination of your employment as a result of your death or disability, or (III) the two (2) year period following the termination of your employment for any reason other than for “cause” in the event the Company, in its sole discretion, elects to Employee hereunder extend the one (1) year period set forth in subsection (I) above to a period of two (2) years following the termination of your employment for any reason other than for “cause”, notice of which election of extension shall be reduced provided to you by the amount Company not later than one hundred eighty (180) days prior to the end of compensation the one (1) year period set forth in subsection (I) above. In the event of your termination because of a “constructive termination,” you shall give the Company written notice detailing the specific circumstances alleged to constitute “constructive termination” within sixty (60) days after the first occurrence of such circumstances and the Company shall have thirty (30) days following receipt of such notice to cure such circumstances in all material respects, provided that Employee actually receives from no termination because of a “constructive termination” shall occur after the new employerone-hundred twentieth (120th) day following the first occurrence of any “constructive termination.” B. In addition, subject to Paragraphs 3C, 4 and 5(d), if the Company terminates your employment for any reason other than for “cause”, or causes your employment to terminate because of “constructive termination” (as a consultant. Howeverdefined in subsection A of Paragraph 3), Employee shall have a duty and if at the date of such termination there are options or time vested or performance vested restricted shares (“TVRS”) or incentive cash awards granted to inform you by the Company that he has obtained under any stock equity or cash plan which were then not exercisable (in the case of options) and/or which were not then vested (in the case of TVRS or cash) by reason of the installment terms thereof, the Company shall take such new steps as may be necessary or appropriate to (i) make such options immediately exercisable for a period of at least thirty (30) days following the termination of your employment, and and/or (ii) provide (subject to the failure to do so is a material breach achievement of any applicable performance goals) for the immediate acceleration of any then-unvested TVRS or cash. For purposes of this Agreement. In subsection B of this Paragraph 3, your death or disability shall constitute a termination of your employment by the Company for a reason other than for “cause”, except that, in such event, the Company shall be entitled take such steps as are necessary or appropriate to (iy) cease all payments make such options immediately exercisable for a period of at least twelve (12) months following the termination of your employment, and/or (z) provide (without regard to Employee under the achievement of any applicable performance goals) for the immediate acceleration of any then-unvested TVRS or cash. C. In consideration for your receipt of the benefits set forth in subsections A and B of this Paragraph 11.4; 3, and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement as a condition to the contraryCompany’s obligation to make the severance payments during the Severance Period and to take the steps with respect to the options and/or TVRS and/or cash described above, solely in you shall deliver to the event Company, within twenty-one (21) days (or, if applicable, forty-five (45) days) of the termination of your employment, a termination upon fully executed release agreement (the form of which release agreement shall be commercially reasonable) which shall fully and irrevocably release and discharge the Company, its officers, directors, employees and agents from any and all claims, charges, complaints, and liabilities of any kind, known or following a Change in Management unknown which you have or Controlmay have against any of the foregoing parties (the “Release”). In addition, the amount provisions of severance compensation paid to Employee hereunder Paragraph 4 below shall not include any amount that apply during the Company is prohibited from deducting for federal income tax purposes by virtue period of Section 280G time set forth therein without payment of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; payments or any other compensationcompensation to you (including with respect to the options and/or TVRS and/or cash described above) until the Company receives the fully executed Release within the time period specified above and any applicable revocation period expires. For purposes of clarity, benefits if you do not deliver to the Company a fully executed Release within the time specific above or reimbursement of any kindif you revoke the Release within the time prescribed by applicable law, your obligations under Paragraph 4 shall remain in effect, but your right to severance under Paragraph’s 3A and 3B will be forfeited.

Severance Compensation. (a) In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (or Executive’s estate) such portion of Executive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) Employee terminates this Agreement amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously approved by the Board for payment to Executive but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as possible after termination, and in any event in accordance with applicable law. (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for Good Reason in accordance with Paragraph 11.3 hereof; or (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated by the Company without Cause, the Company shall pay to Executive the Accrued Obligations and shall make the severance payments and provide the benefits described below; provided that receipt of any such severance payments and benefits (other than the Accrued Obligations) shall be obligated dependent upon Executive’s execution and, to pay the extent applicable, non-revocation of a separation and general release of claims agreement in substantially the form attached hereto as Exhibit A (which may be revised by the Company in accordance with the footnotes therein) (the “Release”), provided to Executive in connection with Executive’s termination. The Release must be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following Executive’s termination of employment, or such earlier date as determined by the Company. The severance compensation to Employee in an amount equal to his salary compensation (at payments and benefits shall be paid or commence, as applicable, on the rate payable at the time of such termination) for a first payroll period of six (6) months from following the date of terminationthe Executive’s termination and an effective Release (the “Payment Date”). Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the 60th day following Executive’s termination of this Agreementoccurs in the calendar year following the date on which Executive’s employment terminates, the severance compensation payable to Employee hereunder Payment Date shall be reduced by no earlier than January 1 of such subsequent calendar year. (i) If Executive’s termination occurs outside the amount period commencing on the date ninety (90) days prior to the closing of compensation that Employee actually receives from a Corporate Change and ending twelve (12) months following a Corporate Change (the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event“Protected Period”), the Company shall be entitled continue to pay Executive’s base salary for twelve (i12) cease months following Executive’s termination of employment in accordance with the Company’s payroll practice, beginning on the Payment Date; provided, that the first installment will include all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation amounts that otherwise would have been paid to Employee hereunder shall not include any amount that Executive from the Company is prohibited from deducting for federal income tax purposes by virtue date Executive’s employment terminates through the Payment Date had the Release become effective on the date of Section 280G termination. If Executive’s termination of employment occurs during the Protected Period, then, in lieu of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensationforegoing, the Company shall pay Employee Executive eighteen (i18) all compensation for services rendered hereunder and not previously paid; months of Executive’s base salary in a lump sum on the Payment Date. (ii) accrued vacation pay; Only if the termination occurs during the Protected Period, then the Company shall pay Executive an amount equal to one and one-half times Executive’s target annual bonus, described in Section 3(b) hereof, for the year in which the termination of employment occurs, which total amount shall be payable in a lump sum on the Payment Date. (iii) Only if the termination occurs during the Protected Period, one hundred percent (100%) of Executive’s then outstanding unvested time-based equity awards granted by the Company shall vest immediately upon the Payment Date. For the avoidance of doubt, any appropriate business expenses incurred equity awards that vest based on the achievement of performance metrics shall be governed by Employee in connection with his duties hereunder the terms of the applicable award agreement and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to accelerated vesting pursuant to the previous sentence. (iv) Should Executive timely elect and be eligible to continue receiving group medical coverage pursuant to the law known as COBRA, and so long as the Company can provide such benefit without violating the nondiscrimination requirements of applicable law, the Company will continue to pay the share of the premium for such coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, as well as any bonus compensationadministrative fee, whether vested for twelve (12) months following Executive’s termination of employment (or, if the termination occurs during the Protected Period, for eighteen (18) months following such termination of employment), subject to applicable law and the terms of the respective policies; provided that the Company’s obligation to provide the premium payments contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law. (c) In the event that Executive’s employment hereunder is terminated (i) by Executive for other than a Good Reason, or unvested; (ii) by the Company for Cause, or (iii) as a result of Executive’s death or Disability, then the Company will pay to Executive the Accrued Obligations. The Company shall have no obligation to pay Executive (or Executive’s estate) any other compensation, benefits compensation or reimbursement of provide any kindother benefit(s) following such termination except as provided in Section 4(a).

Severance Compensation. In the event Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, (i) Employee terminates this Agreement Company shall pay Executive and Executive shall accept as severance compensation for Good Reason the termination of Executive’s services, an amount equal to two (2) weeks’ salary for every month Executive has been employed by Company up to the Date of Termination for a maximum total severance compensation equal to twelve (12) months’ salary (at the highest rate of compensation Executive received in accordance with Paragraph 11.3 hereofthe year immediately prior to termination), less applicable deductions, to be paid not later than thirty (30) days from Executive’s Date of Termination; (ii) Employee is terminated Executive’s equity shall be subject to accelerated vesting, 100% immediate vesting in the event of a Change of Control of the Company and one (1) year’s accelerated vesting in the event of involuntary termination without Cause or voluntary termination for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or Good Reason; (iii) Employee is terminated without Cause, the Company shall be obligated pay o n e ( 1 ) m o n t h o f Executive’s COBRA premiums directly to pay severance compensation the COBRA administrator, provided Executive timely elects COBRA coverage, for every two (2) months that Executive has been employed by Company up to Employee in an amount equal to his salary compensation (at the rate payable at the time Date of such termination) Termination for a period maximum of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company o f Executive’s COBRA premiums; (iv) Executive shall be entitled to (icontinue participating in employee welfare benefit plans described in Section 2(a) cease all payments in accordance with their terms, at the Company’s sole expense, for the shorter of six months or until such time as Executive becomes eligible to Employee under this Paragraph 11.4participate in a benefit plan offered by another employer; and (iiv) recover any unauthorized payments to Employee in an action Executive will be granted a post-termination exercise period (the “Exercise Period”) for breach vested stock options of contract. Notwithstanding anything else in this Agreement to one (1) year from the contraryanniversary of the Date of Termination; provided that, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of unable to legally issue stock and/or Executive is unable to legally sell Company stock, then the Internal Revenue Code of 1986, as amended, or any successor provision. In addition Exercise Period commences only after such barriers to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kindsuch purchase and/or sale are removed.

Severance Compensation. In (a) Upon termination of employment for any reason, the event Executive shall be entitled to: (iA) Employee terminates this Agreement for Good Reason all Base Salary earned through the date of termination to be paid according to Section 4; (B) any Annual Bonuses, pro-rated, to be paid in accordance with Paragraph 11.3 hereofSection 4(a) above.; (iiC) Employee is terminated all accrued but unused vacation time, and (d) reimbursement of all reasonable expenses as set forth in Section 7. (b) Upon termination of employment by Company for any reason other than for cause (except death or disability“Cause”) uponas defined in Section 10(c), or within six months following, a "Change in Management or Control upon termination of employment by Executive for good reason (“Good Reason”) as such term is defined in Paragraph 11.5 hereofSection 10(d)(1);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company Executive shall be entitled to receipt of all vested and unvested shares contemplated in the Executive Award in accord with the Executive Vesting Schedule as if no termination occurred. (ic) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in In the event of a termination upon by the Company without Cause, by the Executive for Good Reason or following by the Executive within one hundred eighty days (180) days of the occurrence of a Change in Management or Control, of Control (as defined below) and subject to the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue additional provisions of Section 280G of the Internal Revenue Code of 198610(d)(3), as amended, or any successor provision. In then in addition to the foregoing severance compensationcompensation set forth in Section 5(a) and 5(b), Executive shall also be entitled to the Company shall pay Employee following enhanced separation benefits (“Enhanced Separation Benefits”): (i) all compensation for services rendered hereunder and not previously paidthe greater of Executive’s continued Base Salary through the balance of the Employment Period, as renewed, or ) twelve (12) months of Executive’s then Base Salary; (ii) accrued vacation pay; continued participation in Company welfare benefit plans (including health benefits) on the same terms as immediately prior to termination and to be paid in full by the Company for the period of time set forth in this Section 5(c) (not to be less than nine months of continuation of benefits) and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved immediate vesting of all stock options/equity awards. (d) Upon termination of Executive’s continued benefits (either pursuant to Section 4 hereof5(a), all through 5(b) or 5(c) as the case may be), the Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and each of his “Qualified Beneficiaries” as defined by COBRA (“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date of terminationthe Executive’s termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. Employee shall not be entitled to To reimburse any bonus compensationCOBRA premium payment under this paragraph, whether vested or unvested; or any other compensation, benefits or reimbursement the Company must receive documentation of any kindthe COBRA premium payment within ninety (90) days of its payment.