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 If, pursuant to Section 2, the event Executive is entitled to amounts and benefits under this Section 3, the Company shall, subject to the provisions hereof, (a) pay to the Executive at the same time as such amounts would be paid to the Executive if he had remained an employee (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; twenty-four (ii24) 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 based on the Executive's highest annual base salary compensation (at rate in effect during the rate payable at the time of such termination) for a period of six (6) months from the date of month period immediately prior to his 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 less legally required taxes and any sums owed by the amount of compensation that Employee actually receives from Executive to the new employerCompany, 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 subject to submission of documentation, any unauthorized payments incurred but unreimbursed business expenses for the period prior to Employee termination payable in an action for breach of contract. Notwithstanding anything else in this Agreement to accordance with the contraryCompany's policies and practices, 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 base salary, bonus, vacation pay or other compensation accrued or earned under law or in connection accordance with his duties hereunder and approved pursuant the Company's policies applicable to Section 4 hereof, all through the date of termination. Employee shall Executive but not be entitled yet paid; (b) pay to any bonus compensation, whether vested or unvested; or the Executive any other compensationamounts or vested benefits due under applicable employee benefit (including, benefits without limitation any Supplemental Executive Retirement Plan), equity or reimbursement incentive plans of any kindthe Company then in effect, applicable to the Executive as shall be determined and paid in accordance with such plans; and (c) provide for the benefit of the Executive and the Executive's eligible dependents for a period ending at the earliest of (i) the Executive and the Executive's eligible dependents ceasing to be eligible under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), (ii) eighteen (18) months following the Executive's Termination Date and (iii) the Executive's commencement of other substantially full-time employment (such period to be counted against the COBRA continuation coverage period), at the Company's expense (subject to the Executive paying the same portion of premiums he paid as an active employee), continued coverage under the Company health plans in which the Executive and the Executive's eligible dependents participated immediately prior to the Termination Date (or replacement plans therefor) .

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 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 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 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 with his duties hereunder and approved pursuant to Section 4 hereoftherewith, all through the date of termination. Employee shall not be entitled to Severance equal to 9 months' salary. The Employee may, at any bonus compensationtime and from time to time, whether vested designate a beneficiary to receive the Severance in the event of his death, or unvested; 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 other compensation, benefits or reimbursement one of any kind.the following:

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 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 that Employee actually receives from the new employer, or as one (1) year period set forth in subsection (I) above. In the event of your termination because of a consultant. However, Employee “constructive termination,” you shall have a duty to inform give the Company that he has obtained written notice detailing the specific circumstances alleged to constitute “constructive termination” within sixty (60) days after the first occurrence of such new employment, circumstances and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled have thirty (30) days following receipt of such notice to (i) cease cure such circumstances in 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 contrarymaterial respects, solely in the event provided that no termination because of a termination upon or “constructive termination” shall occur after the one-hundred twentieth (120th) day 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 first occurrence of any kind“constructive termination.”

Severance Compensation. x. Xxxxxxxxx Compensation in the Event of a Termination Upon a Change in Control or 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 for any reason (except death or disability) upon, or within six months following, in a "Termination Upon a Change in Management Control or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without a Termination Other Than For Cause, the Company Employee shall be obligated to pay paid as severance compensation to Employee in an amount equal to his salary compensation Base Salary (at the rate payable at the time of such termination) ), for a period of six eighteen (618) months from the date of such termination. Notwithstanding the foregoing, if Employee is employed under no obligation to mitigate the amount owed Employee pursuant to this Section 4.a by seeking other employment or otherwise. Notwithstanding anything in this Section 4.a to the contrary, Employee may in Employee"s sole discretion, by delivery of a notice to Company within thirty (30) days following a Termination Upon a Change in Control or a Termination Other Than For Cause, elect to receive severance compensation as a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to Employee pursuant to this Section 4.a discounted at a rate of 8% per annum. In the event Employee"s employment is terminated in a Termination Upon a Change in Control or in a Termination Other Than For Cause, Employee shall also be entitled to an accelerated vesting of any awards granted to Employee under the Company"s stock option plans and any other equity rights or participation plans under which Employee is a participant; such accelerated vesting shall occur regardless of the terms and conditions contained in any such plans. Employee shall continue to accrue retirement benefits (if any) and shall continue to enjoy any benefits under any plans of the Company in which Employee is a participant to the full extent of Employee"s rights under such plans, including any perquisites provided under this Agreement, though the lesser of the remaining term of this Agreement or eighteen (18) months from the date of termination under this subsection; provided, however, that the benefits under any such plans of the Company in which Employee is a participant, including any such perquisites, shall cease upon re-employment 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 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. (a) In the event the Officer's employment is terminated under Sections 2.3 or 2.6, the parties acknowledge that the Officer will sustain actual damages, the amount of which is indefinite, uncertain and difficult of exact ascertainment because of the uncertainties of successfully relocating and seeking a comparable position. In order to avoid dispute as to the amount of such damages and the mutual expense and inconvenience such dispute would entail, the Company and the Officer have agreed hereby that the Company shall pay to the Officer severance compensation determined in the manner set forth below. In the event the Company terminates the Officer's employment at any time prior to the end of the Term: (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) uponif a Termination Without Cause pursuant to Section 2.3, 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, then the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation the Officer's Base Salary (at the rate payable at the time of such termination) for the greater of a period of six (6) months from two years following the date of termination or the balance of the Term, plus a bonus for each such year (or pro rata part thereof) equal to the average of the bonus received by the Officer for each of the two years preceding the year in which termination occurs, in the manner specified in Section 3.1; or (ii) if a Termination upon a Change in Control pursuant to Section 2.6, then the Company shall pay severance compensation in an amount equal to two times the sum of (x) the Officer's Base Salary (at the rate payable at the time of such termination) plus (y) a bonus calculated in the manner provided in the foregoing clause (i) payable in the manner specified in Section 3.1. Notwithstanding In either such event, the foregoingOfficer shall be entitled to a letter of credit or other security reasonably acceptable to the Officer to secure payment to him of the amounts owed. It is hereby agreed that in the event of such termination by the Company, if Employee is employed by a new employerthe Officer shall receive such amounts as herein provided, or not as a consultant after penalty, but as the Officer's agreed severance compensation and sole damages for the termination of this Agreement, in lieu of the Officer's proof of his actual damages on that account. All 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 prejudice to the contrary, solely Officer's right to receive all Accrued Compensation (as defined 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 2.3) earned and unpaid up 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 time 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, prior to the event expiration of the Employment Period, for any reason other than for cause, as defined below, and subject to the provisions of Section 11(c)(3), the Executive shall be entitled to: (iA) Employee terminates this Agreement Six (6) months of his annual Base Salary 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 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 must receive documentation of the Internal Revenue Code COBRA premium payment within ninety (90) days 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 kindits payment.

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 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 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 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 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. 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 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 her 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 she 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 her 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 (a) Executive's Base Salary during the prior six months and (b) Bonus and Override Bonus during, prior six months (the “Separation Period”), as in effect as of the date of termination (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 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. In the event that either party provides the other party with written notice not to renew this Agreement at least three (at 3) months prior to the rate payable at expiration of the time Employment Period pursuant to Paragraph 2 and the Company, after such notice, terminates Executive's employment prior to the expiration of such termination) the Employment Period, the date of termination for purposes of this Paragraph 6 shall be construed to be the expiration of the Employment Period; the effect which shall be that Executive shall continue to receive his Base Salary, Bonuses and other perquisites and benefits specified in this Agreement through the stated Employment Period after which the Severance Compensation as specified in this Paragraph 6 shall commence. [For purposes of illustration, in the event that Executive notifies Company on September 15, 2014 of his intention not to renew this Agreement and Company, on September 16, 2014 terminates Executive's employment, Executive shall be entitled to receive his Base Salary, Bonuses and other perquisites and benefits specified in this Agreement in full through December 31, 2014 as if still employed by Company with the Severance Compensation specified in this Paragraph 6 to commence on January 1, 2015.] In addition, the Executive's cost of COBRA coverage will be covered for a period of six (6) months from following 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 The Separation Payment shall be reduced by paid in in accordance with 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 customary payroll practices 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. 8.1 Severance Compensation in the Event of: Termination Other Than for Cause Pursuant to Paragraph 7.2; Termination for Good Reason Pursuant to Paragraph 7.3; Termination Upon a Change in Control Pursuant to Paragraph 7.7; or a Constructive Termination Pursuant to Paragraph 7.8. In the event (i) Employee terminates this Agreement the Executive's employment is terminated by a Termination Other Than for Cause pursuant to Paragraph 7.2, by a Termination for Good Reason pursuant to Paragraph 7.3, by a Termination upon a Change in accordance with Control pursuant to Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon7.7, or within six months following, by a "Change in Management or Control (as such term is defined in Constructive Termination pursuant to Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause7.8, the Company Executive shall be obligated to pay paid as severance compensation to Employee in an twice the amount equal to of his salary compensation (yearly Base Salary 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 above Severance Compensation, the Executive shall be entitled to an additional amount equivalent to four (4) months of his Base Salary at the rate payable at the time of such termination, for each year of service to the Corporation, as Executive from and after February 11th, 1999 (in the event that the termination occurs before January 1st of any given year, the additional Severance Compensation of four (4) months per year shall be prorated for the number of months elapsed. The Executive shall also be entitled to an accelerated vesting of any awards granted to the Executive under the Corporation's Stock Option Plan or any other employee or to the extent provided in the stock - executive compensation plans then in effect, stock option or other affiliated agreement, if any, entered into at the time of grant or award. The Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of in which the Executive is a participant to the full extent of the Executive's rights under such plans, including any perquisites provided under this Agreement, though the remaining term of this Agreement; provided, however, that the benefits under any such plans of in which the Executive is a participant, including any such perquisites, shall cease upon re-employment by a new employer. By way of additional severance compensation, the Company Corporation shall pay Employee issue to the Executive within five (i5) 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 days of the date of termination. Employee , a number of shares of the common stock of the Corporation equal to the number of shares of such common stock, if any, which the Executive shall have forfeited under the terms of the Stock Restriction Agreement, attached as Exhibit "A" hereto, which stock shall be fully registered under a Form S-8 registration statement, if available to the Corporation, or if such Form shall not be entitled available to any bonus compensationthe Corporation, whether vested or unvested; or any other compensationthe Corporation shall immediately take steps to register such shares with the Securities and Exchange Commission on such Form of registration statement as shall then be available to the Corporation, benefits or reimbursement of any kindincluding without limitation Form S-1.

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 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 balance of the Employment Period (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 13 and 14 hereof, as a condition to such Separation Payment. The Separation Payment shall be paid in accordance with Section 12(d)(3. 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 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 nine (69) 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 employmentemployment or consulting work, 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 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 the event on or before June 14, 1999 (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 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 nine (69) 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 employmentemployment or consulting work, 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; (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 twelve (612) 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 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 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 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 If, during the event two (i2) Employee terminates this Agreement year period following a Change of Control, PIA shall terminate Executive's employment other than by reason of Disability (Section 5.1), Retirement (Section 5.2) or for Cause (Section 5.3), or if Executive shall terminate her employment for Good Reason (Section 5.4), then PIA shall pay to Executive, as severance pay, in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upona lump sum, or within six months followingin cash, a "Change in Management or Control on the 5th day following the Payment Date (as such term is defined in Paragraph 11.5 hereofSection 5.6 of this Agreement);" 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 (a) one year's base compensation (at the rate payable at which Executive was being compensated immediately prior to such termination (except that if the time termination is based on a reduction in compensation, it shall be the rate of compensation immediately prior to such terminationreduction); plus (b) the annual bonus target for the full fiscal year of PIA during which such termination occurred. In addition to the foregoing, PIA shall, subject to the following sentence, under the circumstances set forth above, provide continuing coverage of Executive under all employee benefit plans affording protection against medical costs, including any medical, excess medical, hospitalization or similar insurance or reimbursement plan. Such coverage shall be provided at PIA's cost for a period of six (6) months one year from the date of terminationPayment Date or until Executive obtains other employment if that shall occur before one year from the Payment Date; provided, however, that PIA shall have no obligation to provide any such coverage if a dispute exists pursuant to clause (2) or (3) in Section 5.6(a). Notwithstanding the foregoingforegoing provisions of this Section 3, 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 provided in this Agreement Section 3, either alone or together with other payments which Executive would have the right to the contraryreceive from PIA, solely would constitute a "parachute payment," as defined 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 19861986 (the "Code"), as amendedin effect at the time of payment, or any successor provision. In addition such payment shall be reduced to the foregoing severance compensation, largest amount as will result in no portion being subject to 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 excise tax imposed by Employee in connection with his duties hereunder and approved Section 4999 of the Code or the disallowance of a deduction by PIA pursuant to Section 4 hereof, all through 280G(a) of the date Code. The determination of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement the amount of any kindreduction pursuant to this paragraph, and the payments or other compensation to which such reductions shall apply, shall be made in good faith by PIA, and such determination shall be binding on Executive.

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) nine 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 Executive’s employment by the event (i) Employee terminates this Agreement Company without Cause or by Executive for Good Reason Reason, Executive shall be entitled to receive (a) any and all reasonable expenses paid or incurred by Executive in accordance connection with Paragraph 11.3 hereof; (ii) Employee is terminated and related to the performance of his duties and responsibilities 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 during the period ending on the termination date, (b) any earned but unpaid Annual Bonuses, (c) any other amounts required to be obligated paid pursuant to pay severance compensation applicable law and (d), subject to Employee Executive’s execution of a general release of claims against the Company and its affiliates in a form acceptable to the Company that becomes effective and irrevocable no later than sixty (60) days after Executive terminates employment, an amount equal to his salary compensation Executive’s then-current annual Base Salary (at the rate payable at “Separation Payment”). Subject to the time terms hereof, the Separation Payment shall be paid on the sixtieth (60th) day following Executive’s termination of such termination) for a period of six (6) months from the date of terminationemployment. Notwithstanding the foregoing, if Employee is employed by a new employerand for clarification purposes, or as a consultant after the termination of this Agreement, the severance compensation payable payments made to Employee hereunder Executive pursuant to Sections 6(b) and 6(c) shall not 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 Agreementincluded towards any payments under Section 6(d) hereunder. In such event, the Company shall be event Executive becomes 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 Separation Payment pursuant to Section 4 hereof(6)(d), all through then 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 participated immediately prior to the termination date (“COBRA Continuation Coverage”), and (2) continued payment of termination. Employee premiums 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), Company shall not promptly reimburse Executive for 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 any bonus compensationeligible under COBRA, whether vested and (y) twelve (12) months following the termination date (the benefits provided under this clause (ii), the “Medical Continuation Benefits”) or unvested; until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or any other compensation, benefits or reimbursement of any kindspousal benefits.

Severance Compensation. In If the event Company (which, for the purposes of this paragraph, includes any successor entity) terminates the term of your employment without Cause, or you resign for Good Reason, then provided that you execute a release of any and all claims that you may have against the Company arising from your employment with the Company, reasonably satisfactory to the Company in form and substance, which release becomes effective within 60 days following your termination, the Company (i) Employee terminates this Agreement for Good Reason will continue to pay you your base compensation at its then-current rate, in accordance with Paragraph 11.3 hereofthe Company’s then-current regular payroll procedures for employees, for twelve (12) months (subject to upward adjustment in the event that standardized severance terms are authorized for all employees of your level and such terms exceed the severance amount provided herein) beginning in the first payroll period following the effectiveness of the release; and (ii) Employee is terminated provided you elect to continue your and your eligible dependents’ participation in the Company’s medical and dental benefit plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), will pay the monthly premium to continue such coverage for any reason the lesser of the twelve (except death or disability12) upon, or within six full calendar months following, a "Change immediately following the month in Management or Control (as such term is defined which the termination of your employment occurs and the end of the calendar month in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated which you become eligible 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 terminationreceive group health plan coverage under another employee benefit plan. Notwithstanding the foregoing, if Employee your employment is employed by a new employerterminated without Cause, or you resign for Good Reason, in either case within one year following the consummation of a Change in Control (as defined below), then, provided that you execute a consultant after the termination release of this Agreementany and all claims that you may Karyopharm Therapeutics Inc. 80 Xxxxx Xxxxxx Newton, 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 MA 02459 wxx.xxxxxxxxxx.xxx have a duty to inform against the Company that he has obtained such new employmentarising from your employment with the Company, reasonably satisfactory to the Company in form and the failure to do so is a material breach of this Agreement. In such eventsubstance, which release becomes effective within 60 days following your termination, the Company shall be entitled to (or its successor entity) will (i) cease all payments continue to Employee under this Paragraph 11.4; and pay you your base compensation at its then-current rate, in accordance with the Company’s (iior successor’s) recover any unauthorized payments to Employee in an action then-current regular payroll procedures for breach of contract. Notwithstanding anything else in this Agreement to the contraryemployees, solely for at least twelve (12) months beginning in the event of a termination upon or first payroll period 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 effectiveness 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 paidrelease; (ii) accrued vacation pay; pay to you an amount equal to 100% of your target annual bonus for the year in which your termination occurs, which amount shall be payable in a lump sum on the date that the first continued salary payment is made to you under this agreement and (iii) any appropriate business expenses incurred by Employee provided you elect to continue your and your eligible dependents’ participation in connection with his duties hereunder the Company’s medical and approved dental benefit plans pursuant to Section 4 hereofCOBRA, pay the monthly premium to continue such coverage for the lesser of the twelve (12) full calendar months immediately following the month in which the termination of your employment occurs and the end of the calendar month in which you become eligible to receive group health plan coverage under another employee benefit plan. For the avoidance of doubt, that nothing herein supersedes the Non­ Disclosure, Inventions Assignment, Non-Competition, and Non-Solicitation Agreement you previously executed with the Company, which remains in effect, unaltered, in all through the date of terminationrespects. Employee shall not be entitled Thank you for your continued commitment to any bonus compensationKaryopharm! Sincerely, whether vested or unvested; or any other compensation/s/ Mxxxxxx Xxxxxxxx Mxxxxxx Xxxxxxxx, benefits or reimbursement of any kind.M.D., Ph.D.

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 I 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. 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 the event of the termination of the Executive’s employment pursuant to Section 4(a)(iv) (i) Employee terminates this Agreement “Without Cause or for Good Reason in accordance with Paragraph 11.3 Reason”) 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 Executive shall be obligated entitled to pay receive, in lieu of any other compensation or payment as a result of such termination, severance compensation to Employee payments in an amount equal to the payments of his base salary compensation for two years following the Executive’s Separation from Service payable in accordance with the Company’s normal payroll practices. Additionally, notwithstanding any contrary provision in any Option Award Agreement, the Executive shall be allowed to exercise any options that are granted to the Executive under the Trailer Bridge, Inc. Stock Incentive Plan at any time that is prior to both (at i) the rate payable at second anniversary of the time Executive’s Separation from Service” and (ii) the Expiration Date of the option and such options will continue to vest in accordance with their terms, notwithstanding the termination of Executive’s employment, through the second anniversary of the Separation from Service. The Executive shall not be required to mitigate the amount of such termination) payments hereunder by securing other employment or otherwise, nor shall such payments be reduced by reason of the Executive securing other employment or for a period any other reason. It is intended that the payments provided hereunder are in lieu of, and not in addition to, severance payments and benefits provided under any termination or severance plans or policies of six (6) months from the date of terminationCompany, if any. Notwithstanding the foregoing, if Employee at the time of the Executive’s Separation from Service he is employed by a new employerSpecified Employee, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by then the amount of compensation any severance pay 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 would be considered non-qualified deferred compensation 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 409A of the Internal Revenue Code of 1986, as amendedamended (“Code”), 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; would otherwise be payable during the first six months following Executive’s Separation from Service and (iii) any appropriate business expenses incurred by Employee exceeds two times the lesser of (i) the Executive’s annual base salary for the year prior to the year of his Separation from Service and (ii) the compensation limit in connection effect under Code Section 401(a)(17) for the year in which his Separation from Service occurs, shall be accumulated and paid in lump sum on the day immediately following the date that is six months after Executive’s Separation from Service. Thereafter, severance payments shall be paid in accordance with his duties hereunder and approved pursuant to Section 4 hereofthe Company’s normal payroll schedule as provided herein (i.e., all through such that the severance payments shall be fully-paid at the end of two years following the date of terminationExecutive’s Separation from Service). Employee For purposes of this Agreement, “Separation from Service” and “Specified Employee” shall not be entitled have the meaning ascribed to any bonus compensationsuch terms in regulations promulgated under Section 409A of the Internal Revenue Code of 1986, whether vested or unvested; or any other compensationas amended (“the Code”), benefits or reimbursement of any kindapplying the default rules thereof.

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 Upon termination of employment for any reason, the event 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. 8.1 Severance Compensation in the Event of: Termination Other Than for Cause Pursuant to Paragraph 7.2; Termination for Good Reason Pursuant to Paragraph 7.3; Termination Upon a Change in Control Pursuant to Paragraph 7.7; or a Constructive Termination Pursuant to Paragraph 7.8. In the event (i) Employee terminates this Agreement the Executive's employment is terminated by a Termination Other Than for Cause pursuant to Paragraph 7.2, by a Termination for Good Reason pursuant to Paragraph 7.3, by a Termination upon a Change in accordance with Control pursuant to Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon7.7, or within six months following, by a "Change in Management or Control (as such term is defined in Constructive Termination pursuant to Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause7.8, the Company Executive shall be obligated to pay paid as severance compensation to Employee in an twice the amount equal to of his salary compensation (yearly Base Salary 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 above Severance Compensation, the Executive shall be entitled to an additional amount equivalent to four (4) months of his Base Salary at the rate payable at the time of such termination, for each year of service to the Corporation, as Executive and/or Director, from and after November 23rd, 2000 (in the event that the termination occurs before November 23rd of any given year, the additional Severance Compensation of four (4) months per year shall be prorated for the number of months elapsed. The Executive shall also be entitled to an accelerated vesting of any awards granted to the Executive under the Corporation's Stock Option Plan or any other employee or to the extent provided in the stock - executive compensation plans then in effect, stock option or other affiliated agreement, if any, entered into at the time of grant or award. The Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of in which the Executive is a participant to the full extent of the Executive's rights under such plans, including any perquisites provided under this Agreement, though the remaining term of this Agreement; provided, however, that the benefits under any such plans of in which the Executive is a participant, including any such perquisites, shall cease upon re-employment by a new employer. By way of additional severance compensation, the Company Corporation shall pay Employee issue to the Executive within five (i5) 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 days of the date of termination. Employee , a number of shares of the common stock of the Corporation equal to the number of shares of such common stock, if any, which the Executive shall have forfeited under the terms of the Stock Restriction Agreement, attached as Exhibit "A" hereto, which stock shall be fully registered under a Form S-8 registration statement, if available to the Corporation, or if such Form shall not be entitled available to any bonus compensationthe Corporation, whether vested or unvested; or any other compensationthe Corporation shall immediately take steps to register such shares with the Securities and Exchange Commission on such Form of registration statement as shall then be available to the Corporation, benefits or reimbursement of any kindincluding without limitation Form S-1.

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 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 1.99 times the sum of (a) Employee's then current salary compensation plus (at b) the rate payable at highest amount of bonuses earned by Employee in any fiscal year during the time of three fiscal years immediately prior to such termination) for a period of six (6) months from , or during the three fiscal years immediately prior to the effective date of terminationthis Agreement (June 1, 2002), and such severance compensation shall be "grossed up" for all federal and state taxes payable thereon. Notwithstanding In 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 bonuses 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 effective date of this Agreement (June 1, 2002), and such severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting be "grossed up" for all federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provisionand state taxes payable thereon. In addition the event that Employee is entitled to receive severance compensation pursuant to this Paragraph 11.4, Employee shall have the foregoing option, in his sole discretion, to receive such severance compensationcompensation in one lump sum. Additionally, if Employee is entitled to receive severance compensation pursuant to this Paragraph 11.4, Employee (a) shall be entitled to exercise the vested portion of any of his Company stock options for a period of eighteen (18) months after the date of termination and (b) 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. In addition, if Employee shall not be is terminated for any reason or resigns his employment for any reason, he is entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement received prompt payment of any kindand all amounts earned but not yet paid under the Company's Long Term Executive Bonus Plan.

Severance Compensation. 8.1 Severance Compensation in the Event of: Termination Other Than for Cause Pursuant to Paragraph 7.2; Termination for Good Reason Pursuant to Paragraph 7.3; Termination Upon a Change in Control Pursuant to Paragraph 7.7; or a Constructive Termination Pursuant to Paragraph 7.8. In the event (i) Employee terminates this Agreement the Executive's employment is terminated in a termination: Other Than for Cause pursuant to Paragraph 7.2; for Good Reason in accordance with pursuant to Paragraph 11.3 hereof7.3; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management Control pursuant to Paragraph 7.7; or Control (as such term is defined in a Constructive Termination pursuant to Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause7.8, the Company Executive shall be obligated to pay paid as severance compensation to Employee in an twice the amount equal to of his salary compensation Base Salary (at the rate payable at the time of such termination) ), for a period of six twelve (612) months from the date of such termination. Notwithstanding anything in this Paragraph 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 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 Paragraph. The Executive shall also be entitled to an accelerated vesting of any awards granted to the Executive under the Corporation's Stock Option Plan or any other employee or to the extent provided in the stock executive compensation plans then in effect, stock option or other affiliated agreement, if Employee any, entered into at the time of grant or award. The Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of in which the Executive is employed a participant to the full extent of the Executive's rights under such plans, including any perquisites provided under this Agreement, though the remaining term of this Agreement; provided, however, that the benefits under any such plans of in which the Executive is a participant, including any such perquisites, shall cease upon re-employment by a new employer, or as a consultant after the termination . By way 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 additional severance compensation, the Company Corporation shall pay Employee issue to the Executive within five (i5) 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 days of the date of termination. Employee , a number of shares of the common stock of the Corporation equal to the number of shares of such common stock, if any, which the Executive shall have forfeited under the terms of the Stock Restriction Agreement, attached as Exhibit "A" hereto, which stock shall be fully registered under a Form S-8 registration statement, if available to the Corporation, or if such Form shall not be entitled available to any bonus compensationthe Corporation, whether vested or unvested; or any other compensationthe Corporation shall immediately take steps to register such shares with the Securities and Exchange Commission on such Form of registration statement as shall then be available to the Corporation, benefits or reimbursement of any kindincluding without limitation Form S-1.

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 (at Executive’s Base Salary during the rate payable at the time of such termination) for a period of prior six (6) months and Bonus and Override Bonus during the prior six (6) months (the “Separation Period”), as in effect as of the date of termination (the “Separation Payment”), 2986306-5 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 complies with his other obligations under this Agreement as provided in Section 12 and 13 hereof, as a condition to such Separation Payment. In the event that either party provides the other party with written notice not to renew this Agreement at least three (3) months prior to the expiration of the Employment Period pursuant to Section 2 and the Company, after such notice, terminates Executive’s employment prior to the expiration of the Employment Period, the date of termination for purposes of this Section 6 shall be construed to be the expiration of the Employment Period; the effect of which shall be that Executive shall continue to receive his Base Salary, Bonuses and other perquisites and benefits specified in this Agreement through the stated Employment Period after which the Severance Compensation as specified in this Section 6 shall commence. For purposes of illustration, in the event that Executive notifies Company on September 15, 2021 of his intention not to renew this Agreement and Company, on September 16, 2021 terminates Executive’s employment, Executive shall be entitled to receive his Base Salary, Bonuses and other perquisites and benefits specified in this Agreement in full through December 31, 2021 as if still employed by Company with the Severance Compensation specified in this Section 6 to commence on January 1, 2022. In addition, the Executive’s cost of COBRA coverage will be covered for a period of twelve (12) months following 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 The Separation Payment shall be reduced by paid in accordance with 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 customary payroll practices 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 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. 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 Chief Executive Officer 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 Chief Executive Officer 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 Chief Executive Officer 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 she 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 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 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 nine 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 her salary compensation (at the rate payable at the time of such termination) for a period of six nine (69) 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 she 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 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 her 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; (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; or (iv) the Company allows this Agreement to expire without renewal, 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 the lesser of (6i) the remaining portion of the term of this Agreement, or (ii) nine (9) 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; and (iv) Employee's prorated share of any bonus due pursuant to any bonus plan then in effect, 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; (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 I 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 payable at sum of the time of such termination) for a period of Executive's Base Salary earned during the six (6) months from immediately preceding the date of termination. Notwithstanding termination (herein the foregoing"Separation Payment"); provided, if Employee that the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is employed by a new employer, or as a consultant after irrevocable at the termination of time the Separation Payment is 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 Separation Payment shall be paid within thirty (30) days of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and the balance of the Separation Payment shall be paid in substantially equal installments on the 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 third calendar year beginning after the Executive's termination of employment. 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 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 paragraph, 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 must receive documentation of the Internal Revenue Code COBRA premium payment within ninety (90) days 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 kindits payment.

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; or (iv) the Company does not extend the term of this Agreement for a reason other than for 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 terminationtermination or expiration of this Agreement, as the case may be. 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 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 one (1) weeks’ salary for every month Executive has been employed by Company from the Effective Date up to the Date of Termination for a maximum total severance compensation equal to six (6) 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. The severance amount shall be paid in equal semi-monthly installments, at the Executive’s current salary rate as of the date of termination, beginning on the first pay period following termination and continuing until the severance amount is paid in full; (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 Executive will be granted a post- termination exercise period (the “Exercise Period”) for vested stock options of one (1) year from the anniversary of the Date of Termination; provided that, in the event Company is terminated without Causeunable to legally issue stock and/or Executive is unable to legally sell Company stock, then the Exercise Period commences only after such barriers to such purchase and/or sale are removed; (iv) provided Executive timely elects COBRA coverage, 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 for every four (4) months that Executive has been employed by Company from the Effective Date 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 three (3) months of Executive’s COBRA premiums, and (v) Executive shall be entitled to continue participating in employee welfare benefit plans described in Section 2(a) in accordance with their terms for the shorter of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed or until such time as Executive becomes eligible to participate in a benefit plan offered by a new another 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 the event on or before June 14, 1999 (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 three (63) months from the date of termination. Such severance compensation shall be increased to six (6) months if any of such events occur after June 14, 1999. 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. (a) In the event (i) Employee terminates this Agreement for Good Reason in accordance that Employee's employment with Paragraph 11.3 hereof; (ii) Employee the Company is terminated by Employee for "good reason" (as defined below) during the initial three years after the Prior Effective Date, 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 Prior Effective Date, 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 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. In the event Employee's employment with the Company is terminated by the Company for any reason (except death or disability) upon, or within six months following, a other than "Change in Management or Control cause" (as such term is defined in Paragraph 11.5 below) after April 30, 2002, and provided Employee complies with the provisions of Section 9 hereof);" or (iii) , Employee is terminated without Cause, will receive severance payments from the Company for the period through June 30, 2003, at Employee's Base Salary as of the Termination Date, payable in equal monthly installments. Upon any termination of Employee's employment covered by this Section 8(a), all options to purchase Company stock granted to Employee after the Effective Date shall continue to vest until the later of June 30, 2003 or the end of any consulting or severance periods. Upon any termination of Employee's employment covered by this Section 8(a), all options to purchase Company stock granted to Employee prior to the Effective Date 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 kindimmediately vested.

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. 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 three hundred percent (at 300%) 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.