Common use of Severance Pay Clause in Contracts

Severance Pay. (a) If the Executive’s employment ends as the result of a Termination Without Cause, the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offered.

Severance Pay. (a) If Monthly payments equivalent to Employee’s monthly base salary as of the Executiveeffective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s employment ends effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the result of a Termination Without Cause, the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable;“Severance Pay Period.” (b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the ExecutiveAramark fiscal year in which Employee’s termination of employment ends occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the result Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of Executivethe Aramark fiscal year in which Employee’s Incapacitytermination of employment occurs under the terms of the applicable Bonus Plan, Executive Employee shall be entitled to receive either available workerthe Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s compensation benefits termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or insured benefits Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as provided by all other bonuses are paid under the Company’s disability policy;applicable Bonus Plan. (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredSeverance Pay Period.

Severance Pay. (a) If the Executive’s employment ends as the result Subject to consummation of a Termination Without Sale of the Company (but not a Spin-Off), if Executive is terminated by the Company not for Cause, or if Executive voluntarily terminates his employment with the Executive shall be entitled Company with Good Reason, at any time after the Final Transaction Date up to receive his Base Salary and Welfare Plan Benefits (as defined below) through including the Initial Term or Renewal Term, as applicable; (b) If two-year anniversary of the Executive’s employment ends as the result of Executive’s IncapacityFinal Transaction Date, Executive shall be entitled to receive either available worker’s compensation from the Company the following: (i) An amount equal to Executive's annualized base salary in effect at the effective time of such termination plus an amount equal to Executive's (A) earned and unused and (B) accrued vacation pay through the effective time of such termination. (ii) An amount equal to the greater of (A) Executive's target bonus established for the plan period commencing January 1, 1997 and (B) Executive's target bonus established for the plan period commencing in the year of such termination. (iii) A continuation of the welfare benefits or insured of health care (including dental insurance coverage), life and accidental death and dismemberment and long-term disability insurance coverage for one full year after the effective time of such termination. These benefits shall be provided to Executive at the same premium cost, and at the same coverage level, as provided by in effect as of the effective time of such termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company’s disability policy;, or for management employees with respect to supplemental benefits, the cost and/or coverage level, as applicable, shall change for Executive in a corresponding manner. (civ) If Executive outplacement assistance in accordance with FMC's customary practices for persons in Executive's employment position from the Executive’s employment ends outplacement firm employed by FMC as the result of the death effective time of Executive, such termination. Executive shall also be entitled to receive his Base Salary and Welfare Plan Benefits through the date severance benefits under this paragraph 1(c) upon voluntary termination of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where with the Company owes Executive payments after prior to the Termination Date, Final Transaction Date if the payments buyer of partnership interests of the Company ("Buyer") indicates in writing to be made by FMC prior to the Final Transaction Date that Buyer intends to cause the Company to terminate Executive following the Final Transaction Date, unless Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s accepts an offer of employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately FMC prior to the Termination Date (“Welfare Plan Benefits”) at a cost to Final Transaction Date. A liquidation or dissolution of the Company which is not greater than the cost in connection with a Sale of the Company paid immediately prior to or as part of the Termination Date; provided, that to integration of the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, operations of the Company and Buyer shall not be deemed to involve a termination of Executive for purposes of this paragraph 1(c), but in its sole discretion make alternative arrangements such event this paragraph 1(c) is intended to provide apply to and be binding on the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase successor of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredCompany.

Severance Pay. If a Change in Control of the Company occurs and within two years thereafter your employment with the Company is terminated either by you for Good Reason or by the Company Without Cause, then in addition to all other benefits which you have earned prior to such termination or to which you are otherwise entitled, the Company shall pay to you as severance pay, in a lump sum on or before the fifth day following the Date of Termination, the following amounts: (a) If the Executive’s employment ends as the result of a Termination Without Cause, the Executive shall be entitled to receive his Base Salary your full base salary and Welfare Plan Benefits (as defined below) other benefits earned or accrued through the Initial Term or Renewal TermDate of Termination at the rate in effect ten days prior to the date the Notice of Termination is given, as applicable;to the extent not theretofore paid; and (b) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the Severance Multiple specified on Exhibit A hereto times an amount that the Company was contributing toward the purchase which is determined as follows: one-half of the Welfare Plan Benefits cumulative total of your Base Compensation relating to the two calendar years immediately preceding the year in which the Change in Control occurs; provided that "Base Compensation" for Executive immediately a calendar year is defined as the following: the sum of your (i) "Annual Base Salary" plus (ii) any "Additional Compensation" for that year. "Annual Base Salary" shall mean the gross amount of your salary for a full calendar year before any deductions or deferral amounts, which amount shall be annualized for any calendar year in which you were not employed for the full year and, if you are only employed during all or part of one calendar year prior to the Termination DateChange in Control, such annualized amount shall be used to determine your Annual Base Salary for the two calendar years preceding the Change in Control. Benefits "Additional Compensation" shall mean your total short-term incentive compensation, including: commissions, bonuses, and any elective contributions that are made by or payments otherwise receivable on behalf of you under any plan maintained by the Executive pursuant Company that are not includable in gross income under Sections 125, 402(e)(3) or 402(h)(1)(B) of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), but excluding moving or educational reimbursement expenses, amounts realized from the exercise of any stock options and imputed income attributable to any fringe benefit. If you were not eligible for Additional Compensation relating to both of the two years immediately preceding the Change in Control, the amount of your "Additional Compensation" relating to the year immediately preceding sentence the year in which the Change in Control occurs shall be reduced to counted twice for the extent Company determines comparable benefits are available from another employer. Executive shall have purpose of determining the duty to fully and promptly advise Company cumulative total of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredyour Base Compensation hereunder.

Severance Pay. (a) If the Executive’s 's employment ends as the result of a Termination Without Cause, the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term as defined in Annex 1 or Renewal Term, as applicable; (b) If the Executive’s 's employment ends as the result of Executive’s 's Incapacity, Executive shall be entitled to receive either available worker’s 's compensation benefits or insured benefits as provided by the Company’s 's disability policy; (c) If the Executive’s 's employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s 's employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. If Executive elects Voluntary Termination, the date it shall become effective shall not be more than thirty (30) days later unless Company agrees; or (e) If the Executive’s 's employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s 's employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “"Severance Period”") and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s 's life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“"Welfare Plan Benefits”") at a cost to the Company which is not greater than the cost the Company it paid immediately prior to the Termination Date; provided. Provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that what the Company was contributing toward the purchase of purchasing the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employeremployer . Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, not no later than three (3) business days after any such benefits are offered.

Severance Pay. (a) If the Executive’s employment ends as the result of a there is an Involuntary Termination Without Cause, the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable; (b) If of the Executive’s employment ends as the result of Executive’s IncapacityEmployment, Executive shall be entitled then subject to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as execution, delivery and non-revocation of a Release (defined below) within the result of the death of Executivetime period described below, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If following the Executive’s employment ends as “separation from service” within the result meaning of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwiseSection 409A, the Company shall in its sole discretion make alternative arrangements to provide pay the Executive with Welfare Plan Benefits or provide the Executive with a payment single lump sum of cash in an amount equal to the amount that the Company was contributing toward the purchase sum of twelve (12) months of the Welfare Plan Benefits for Executive immediately prior Executive’s then annual Base Compensation (not giving effect to any reduction in Base Compensation made in connection with such Involuntary Termination or giving rise to Good Reason). The cash lump sum amount payable under this Section 6(a) shall be made to the Termination DateExecutive on the first payroll date in the month following the month containing the Release Deadline. Benefits The Executive shall also receive the benefits provided in Sections 6(b) and 6(c), and all such payments and benefits shall not be subject to mitigation or payments otherwise receivable offset (except as specified in Section 6(b)). In order to be entitled to receive the severance described in this Section 6(a) (including the benefits provided in Sections 6(b), 6(c) and, if applicable, 6(d)), the Executive must execute, deliver and not revoke the Release within forty-five (45) calendar days following the Executive’s separation from service (the date that is forty-five (45) calendar days following the Executive’s separation from service is the “Release Deadline”). The Company shall furnish the Release to the Executive on the date of his Involuntary Termination. The “Release” shall be a general release of all litigation and other claims by the Executive pursuant and on Executive’s behalf in a form satisfactory to the preceding sentence shall be reduced Company. Notwithstanding the foregoing, if the Executive’s Involuntary Termination occurs in 2008, an amount of the severance pay otherwise payable under this Section 6(a) in a lump sum equal to the extent Company determines comparable benefits are available from another employer. Executive amount that would have been payable under the Prior Agreement (had it been in effect on the date of such Involuntary Termination) shall have instead be paid in twelve (12) equal monthly installments commencing on the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredfirst payroll date in the month following the month containing the Release Deadline.

Severance Pay. (a) If the Company terminates Executive’s employment ends as pursuant to Section 15(c) or Executive terminates her employment pursuant to Section 15(d)(ii) above, subject to the result of a Termination Without Cause, terms and conditions in this Agreement and the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits Release Agreement (as defined below), and provided that Executive executes (and does not revoke, if applicable) through a release and waiver agreement by which Executive releases the Initial Term Company and its Affiliates from claims relating to or Renewal Term, as applicable; (b) If the arising from Executive’s employment ends with or separation from the Company and its Affiliates (the “Release Agreement”), in substantially the form and substance attached as Exhibit B hereto, but subject to such modifications as the result Company may determine are necessary or prudent to promote the enforceability and effectiveness of Executive’s Incapacitysuch Release Agreement, Executive shall be entitled and at a time acceptable to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on further provided that Executive has been and remains in compliance with her obligations as set forth in this Agreement and the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such paymentsRelease Agreement, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes.shall: ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (i) Pay Executive an amount (the “Severance PeriodPay”) and subject equal to the provisions product of Article 2.4.4 belowExecutive’s monthly salary at Executive’s then-current rate and the greater of (x) six (6) months, or (y) the Company willnumber of remaining whole months from the effective date of Executive’s termination through the last day of the Initial Employment Period. The Severance Pay shall be paid to Executive in a single cash lump sum payment within 15 days following the 60th day following the effective date of Executive’s termination. In addition, Executive shall receive any portion of the bonus attributable to any completed fiscal year which has accrued but has not yet been paid, payable at the same time and in addition to such payment, provide or arrange to provide the same manner as the Severance Pay. Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or shall also be entitled to receive payment of a pro rata bonus for the fiscal year in which Executive incurs a termination without Cause or Resignation For Good Reason, based on the Company’s actual performance during the applicable performance period and payable within 2 ½ months following the conclusion of the performance period. (ii) Provided Executive timely elects continued coverage for Executive and Executive’s spouse and dependents who are then covered under the Company’s life, accident, dental and group health insurance plansplan under the Consolidated Omnibus Budget Reconciliation Act of 1985, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date as amended (“Welfare Plan BenefitsCOBRA”) at ), pay to Executive a cost to single cash lump sum payment within 15 days following the Company which is not greater than 60th day following the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in effective date of Executive’s termination an amount equal to the amount that the Company was contributing toward the purchase employer portion of the Welfare Plan Benefits costs of continued health coverage for Executive, such spouse and dependents at their then-current level under the Company’s health plan for the six-month period following the effective date of Executive’s termination. Executive and Executive’s spouse and dependents in the Company’s post termination participation in the Company’s health plan shall be in the sole discretion of Executive and at such participants’ sole expense in accordance with COBRA. (iii) Take such actions such that Executive shall be immediately fully vested in any unvested shares of restricted stock granted pursuant to Executive in connection with the closing of the Merger. In the event of Executive’s death during but prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company payment of any available benefits offeredamounts described under this Section 15(f), whether accepted or not, no later than three (3) business days after any the Company will pay such benefits are offeredunpaid amounts to Executive’s estate in accordance with the provisions of this Agreement and the Release Agreement.

Severance Pay. (a) If the Company terminates Executive’s employment ends without cause as determined by the result Company’s Board of Directors or an authorized committee thereof, or if Executive resigns due to (i) assignment to Executive of significant duties inconsistent with Executive’s position, responsibilities and status with the Company, (ii) the relocation of the Company’s principal executive offices to a Termination Without Causelocation outside the Los Angeles, California area or a one hundred fifty (150) mile radius therefrom, or the Company requiring Executive to be based anywhere other than the Company’s principal executive offices, or (iii) the failure of the Company to obtain the assumption of all obligations under this Agreement by any successor, then Executive shall be entitled to receive his Base Salary severance pay. Such severance pay shall be continuation of Executive’s then monthly base salary for twenty-four (24) months after the month of termination and Welfare Plan Benefits payment thirty (30) days after termination of any incentive bonus for measurement periods already ended at the date of termination. Such payment of base salary shall be reduced by fifty percent (50%) of any base compensation earned from another employer during the period of base salary continuation. For eighteen (18) months following such termination, the Company shall also continue to pay, at its expense, premiums on Executive’s health and dental policies then in effect, all or a portion of which payments may be taxable to Executive as defined below) through determined under tax laws in effect when such payments are made. All payments under this Section 7 are conditioned upon Executive’s written agreement with the Initial Term Company that Executive will not file any administrative charge or Renewal Termlawsuit relating to Executive’s prior employment with the Company and agreement to release the Company and all of its then current and former directors, trustees, officers, employees, agents, members, and affiliated companies from any and all claims, in an agreement in such form as applicable; (b) If is determined by the Company. Termination by the Company of Executive’s employment ends as for “cause” shall mean termination upon (A) the result of Executive’s Incapacity, willful and continued failure by Executive shall be entitled substantially to receive either available worker’s compensation benefits or insured benefits as provided perform his duties with the Company after written demand for substantial performance has been delivered to Executive by the Company’s disability policy; Board of Directors or authorized committee thereof and Executive has failed to cure such failure within thirty (c30) If days or such longer period set by the Board; or (B) the willful engaging by Executive in gross misconduct materially and demonstrably injurious to Company; (C) breach of fiduciary duty involving personal profit; or (D) violation of any law, rule or regulation other than traffic violations or similar offenses. For purposes of this definition, no act, or failure to act, on Executive’s employment ends as part shall be considered “willful” unless done, or admitted to be done, by Executive not in good faith and without reasonably belief that Executive’s action or omission was in the result best interest of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination DateCompany. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offered.

Severance Pay. (a) If Subject to the conditions below, if Executive’s employment ends as with the result of a Termination Without Company is terminated by the Company without Cause, as defined below, during the 18-month period starting on the closing date of the Merger or Executive shall be entitled to receive terminates his Base Salary and Welfare Plan Benefits employment with the Company for “Good Reason” (as defined below) ), Executive will be eligible to receive severance pay as described below. 2.1 The Company shall continue to pay Executive’s monthly base salary, determined as of the day before the closing date of the Merger, from the effective date of Executive’s termination of employment through the Initial Term or Renewal Termremainder of the 18-month period starting on the closing date of the Merger. For example, as applicable; (b) If the if Executive’s employment ends as with the result Company is terminated by the Company without Cause effective 10½ months after the closing date of the Merger, severance pay will continue for 7½ months from the effective date of Executive’s Incapacitytermination of employment. 2.2 Severance payments will be made on the Company’s regular paydays during the payment period described in 2.1 above. Following such termination of employment, Executive severance payments for any pay periods that ended after the effective date of Executive’s termination of employment and before the first payment is made shall be entitled paid, without interest, with the first severance payment. 2.3 No severance payments shall be made pursuant to receive either available workerthis Agreement unless all of the following requirements are met: 2.3-1 Executive’s compensation benefits employment with the Company has been terminated by the Company without Cause or insured benefits as provided the Executive terminates his employment with the Company for Good Reason. If Executive’s employment with the Company terminates for any reason other than termination by the Company without Cause or termination by the Executive for Good Reason, no severance payments shall be made. Termination without Cause shall not include Executive’s voluntary termination of employment other than for Good Reason or termination of employment due to death or disability. 2.3-2 Within 30 days after the effective date of Executive’s termination of employment by the Company’s disability policy; (c) If the , or Executive’s termination of employment ends as the result of the death of Executiveby Executive for Good Reason, Executive shall be entitled to receive his Base Salary has signed and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost delivered to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase comprehensive release of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive Company, its successors, their affiliates and their current and former directors, officers, employees, agents and owners covering all employment-related claims other than those pursuant to this Agreement, and the preceding sentence shall be reduced to revocation period under the extent Company determines comparable benefits are available from another employer. Executive Older Workers Benefit Protection Act and any similar statute or rule shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any expired without Executive revoking such benefits are offeredrelease.

Severance Pay. (a) If the Executive’s 's employment ends as hereunder is involuntarily terminated for any reason other than those set forth in Section 2(c) hereof, then unless the result Corporation shall have terminated the Executive for "Cause", the Corporation shall pay the Executive severance pay in an amount equal to twenty-four (24) months of the Executive's base salary on the effective date of the termination, plus 1/12 of the amount of the last bonus paid to the Executive under the Corporation's bonus plan applicable to the Executive for each month in the period beginning on January 1 of the year in which the date of the termination occurs and ending on the date of the termination and for each months' base salary to which the Executive is entitled under this Section 8, provided, however, that any amount paid to the Executive by the Corporation for services rendered subsequent to the thirtieth (30th) day following the communication to the Executive of notice of termination shall be deducted from the severance pay otherwise due hereunder. Such payment shall be made in a Termination Without Causelump sum within ten (10) business days following the effective date of the termination. The severance pay shall be in lieu of all other compensation or payments of any kind relating to the termination of the Executive's employment hereunder; provided that the Executive's entitlement to compensation or payments under the Corporation's retirement plans, stock option or incentive plans, savings plans or bonus plans attributable to service rendered prior to the effective date of the termination shall not be affected by this clause and shall continue to be governed by the applicable provisions of such plans; and further provided that in lieu hereof, at his election, the Executive shall be entitled to receive his Base Salary the benefits of the Change in Control Agreement between the Corporation and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result , if termination occurs in a manner and at a time when such Change in Control Agreement is applicable. For purposes of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Datethis Agreement, the payments to be made by the Company to the Executive under this Article 2.4 term for "Cause" shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making mean because of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide gross negligence or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable willful misconduct by the Executive pursuant either in the course of his employment hereunder or which has a material adverse effect on the Corporation or the Executive's ability to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully perform adequately and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredeffectively his duties hereunder.

Severance Pay. (a) If 3.1 Notwithstanding any provision in this Agreement, the Company retains its right to terminate Executive’s 's employment ends as the result of a Termination Without without Cause. Upon termination without Cause, the Company shall pay to Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits Severance Pay for a period of fifteen (as defined below15) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits months. Except as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Datein Section 3.2, the payments required to be made by the Company Employer to the Executive under pursuant to this Article 2.4 Section 3.1 shall be made Executive's sole severance benefit in installmentsthe event of Executive's discharge without cause. Payment of such severance benefit is conditioned upon Executive executing a general release of all claims against the Company, and on Executive's continued adherence to his/her obligations under Sections 4.0 and 5.0 of this Agreement. Notwithstanding the payment datesabove, during in no event will Severance Pay be less than one week of Executive's Base Compensation for every year of Executive's employment with the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxesCompany. ARTICLE 2.4.3 For so long as the Company is required 3.2 If Employer terminates Executive's employment at any time within one year after a Change in Control, Employer shall pay to make the severance payments described Executive in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in lump sum an amount equal to the amount that the Company was contributing toward the purchase one year of Executive's Base Compensation plus a pro rata portion of the Welfare Plan Benefits maximum amount of Incentive Compensation, if any, which could have been paid to Executive for Executive immediately the year in which such termination occurred. Under this Section 3.2, such payments will not be less than the total of Executive's Base Compensation and Incentive Compensation for the year prior to the Termination Dateyear in which Executive is terminated. Benefits or payments otherwise receivable Such payment required to be made by the Employer to Executive pursuant to this Section 3.2 shall be in lieu of those referred to in Section 3.1 and shall be Executive's sole severance benefit. Payment of such severance benefit is conditioned upon Executive executing a general release of all claims against the preceding sentence Company, and Executive's continued adherence to his/her obligations under Sections 4.0 and 5.0 of this Agreement. Executive hereby agrees to repay to Company a pro rata portion of such severance benefit should he/she violate his/her obligations under Sections 4.0 and/or 5.0. 3.3 Employer may terminate Executive's employment immediately at any time for Cause. In the event of termination for Cause, Employer shall not be obligated to make any payments other than the payment of earned but unpaid salary and benefits. Payments of Incentive Compensation, if any, will only be those amounts actually earned under the Incentive Compensation Plan prior to Employee's termination. 3.4 If Executive is unable to perform his duties and responsibilities by reason of a disability as defined under Company's short term disability plan (irrespective of whether employment has been terminated), Company shall provide Executive with short term disability benefits for a period of six months at a rate equal to Executive's Base Compensation and a pro rata portion of the amount of Incentive Compensation, if any, paid in the normal process under the Plan for the year during which Executive first became disabled. This short term disability benefit shall be reduced by the amount of payments due Executive for this time period under any applicable disability benefit programs, including Social Security disability, workers' compensation and disability retirement benefits. 3.5 In the event that Executive dies during the term of his Employment, Employer shall pay to his executors or administrators, as appropriate, for a period of three months, Executive's Base Compensation and a pro rata portion of the amount of Incentive Compensation, if any, paid in the normal process under the Plan for the year in which Executive died. To the extent Company determines comparable reasonably possible, such payments will be structured as non-taxable death benefits are available from another employer. Executive shall have under the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredInternal Revenue Code.

Severance Pay. (a) If the Executive’s 's employment ends as hereunder is involuntarily terminated for any reason other than those set forth in Section 2(c) hereof, then unless the result Corporation shall have terminated the Executive for "Cause", the Corporation shall pay the Executive severance pay in the amount equal to twelve months of the Executive's base salary on the effective date of the termination plus 1/12 of the amount of the last bonus paid to the Executive under the Corporation's bonus plan applicable to the Executive for each month in the period beginning on January 1 of the year in which the date of the termination occurs and ending on the date of the termination and for each months' base salary to which the Executive is entitled under this Section 8, provided however, that any amount paid to the Executive for services rendered subsequent to the thirtieth (30th) day following the communication to the Executive of notice of termination shall be deducted from the severance pay otherwise due hereunder. Such payment shall be made in a Termination Without Causelump sum within ten (10) business days following the effective date of the termination. The severance pay shall be in lieu of all other compensation or payments of any kind relating to the termination of the Executive's employment hereunder; provided that the Executive's entitlement to compensation or payments under the Corporation's retirement plans, stock option or incentive plans, savings plans or bonus plans attributable to service rendered prior to the effective date of the termination shall not be affected by this clause and shall continue to be governed by the applicable provisions of such plans; and further provided that in lieu hereof, at his election, the Executive shall be entitled to receive his Base Salary the benefits of the Severance Agreement of even date between the Corporation and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result , if termination occurs in a manner and at a tine when such Severance Agreement is applicable. For purposes of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Datethis Agreement, the payments to be made by the Company to the Executive under this Article 2.4 term for "Cause" shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making mean because of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide gross negligence or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable willful misconduct by the Executive pursuant either in the course of his employment hereunder or which has a material adverse effect on the Corporation or the Executive's ability to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully perform adequately and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredeffectively his duties hereunder.

Severance Pay. (a) If All perçons who are employed on a year round basis on jobs within the Executive’s employment ends as the result Union's juris- diction, including regular spares and permanent vacation replacements who have one year or more of a Termination Without Causeservice, the Executive shall will be eligible for severance pay when laid of€ by Company action because there is no work available to which their seniority entitles them. A laid off employee entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall severance pay will be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result paid one week's pay for each year of the death last full period of Executiveservice. An employee’s recall rights will not be affected in any manner because the payment of severance pay. However, Executive shall if recall occurs before the time when the severance payment is due, no such payment will be entitled made. Or, if employee is offered recall, according to receive the applicable recall provision in his Base Salary case, and Welfare Plan Benefits through it is all recall and severance pay are automatically cancelled ex- cept governed by Article If an employee is recalled after having received all of the severance pay due him, he will begin again as of the date of death; (d) If return accumulating a new period of service which will be credited toward any future lay-off an employee is recalled after having received a he upon return to work retain the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company right to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on un- paid if laid off a time. He will begin accumulating again a new period of service which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition addition, be credited toward any future layoff. The present article does not apply in the case of layoff resulting from an explosion, a fire or a case of an Act of God that does not bring about a partial or a total Mill shutdown for at least twelve months. However, after six months of the date of such a shutdown, an employee may claim the severance pay by renouncing his seniority and recall rights. It also does not apply in the case of a layoff resulting from a labour dispute in the Company or in the case of a scheduled temporary shutdown. The Company reserves the right to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA adjust all or any similar health of its crews arising out of a change of process or welfare plans in which a change of equipment, It is under- stood that the Executive was participating immediately will be notified at least fifteen days prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage The Company reserves the right to use whatever mechanical equipment, includ- ing wharf cranes, tractor bulldozers, etc., it consider necessary for economical loading or un- loading of cargoes, Loading and handling material to and yard, in ballast pits at Peter's River and Fox Farm, etc. It is prohibited, whether by contract, any judicial or legislative authority or otherwise, understood that only the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase actual number of men necessary will be employed when work of the Welfare Plan Benefits for Executive immediately prior above described nature is being performed. Whenever mechan- ical equipment other than that already in use to be PULP MILL SCHEDULE HOURS OF WORK The normal operation of loading and unloading will be seven days per week with the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredcrews working on a 48-hr.

Severance Pay. (a) If the Executive’s employment ends hereunder is involuntarily terminated for any reason other than those set forth in Section 2(c) hereof, then unless the Corporation shall have terminated the Executive for Cause, the Corporation shall pay the Executive severance pay in an amount equal to twenty-four (24) months of the Executive’s base salary on the effective date of the termination, plus 1/12 of the amount of the last bonus paid to the Executive under the Corporation’s annual incentive plan as applicable to the result Executive, for each month in the period beginning on January 1 of the year in which the date of the termination occurs and ending on the date of the termination and for each months’ base salary to which the Executive is entitled under this Section 8; provided, that any amount paid to the Executive by the Corporation for services rendered subsequent to the thirtieth (30th) day following the communication to the Executive of notice of termination shall be deducted from the severance pay otherwise due hereunder. (b) The severance pay shall be paid in a Termination Without Causelump sum as soon as administratively feasible following the Executive’s effective date of termination, but in no event shall payment be made later than March 15 following the calendar year of the Executive’s termination from employment, unless otherwise required by Internal Revenue Code Section 409A or guidance issued thereunder. (c) The severance pay shall be in lieu of all other compensation or payments of any kind relating to the termination of the Executive’s employment hereunder; provided, that the Executive’s entitlement to compensation or payments under the Corporation’s retirement plans, stock option or stock-based incentive plans, savings plans, or bonus plans attributable to service rendered prior to the effective date of the termination shall not be affected by this clause and shall continue to be governed by the applicable provisions of such plans; and provided further, that in lieu hereof, at his election, the Executive shall be entitled to receive his Base Salary the benefits of the Change in Control Agreement between the Corporation and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary if termination occurs in a manner and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which time when such Change in Control Agreement is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredapplicable.

Severance Pay. (a) If the Company terminates Executive’s employment ends without cause as determined by the result Company’s Board of Directors or an authorized committee thereof, or if Executive resigns due to (i) assignment to Executive of significant duties inconsistent with Executive’s position, responsibilities and status with the Company, (ii) the relocation of the Company’s principal executive offices to a Termination Without Causelocation outside the Los Angeles, California area or a one hundred fifty (150) mile radius therefrom, or the Company requiring Executive to be based anywhere other than the Company’s principal executive offices, or (iii) the failure of the Company to obtain the assumption of all obligations under this Agreement by any successor, then Executive shall be entitled to receive his Base Salary severance pay. Such severance pay shall be continuation of Executive’s then monthly base salary for twenty-four (24) months after the month of termination and Welfare Plan Benefits payment thirty (30) days after termination of any incentive bonus for measurement periods already ended at the date of termination. Such payment of base salary shall be reduced by fifty percent (50%) of any base compensation earned from another employer during the period of base salary continuation. For eighteen (18) months following such termination, the Company shall also continue to pay, at its expense, premiums on Executive’s health and dental policies then in effect, all or a portion of which payments may be taxable to Executive as defined below) through determined under tax laws in effect when such payments are made. All payments under this Section 8 are conditioned upon Executive’s written agreement with the Initial Term Company that Executive will not file any administrative charge or Renewal Termlawsuit relating to Executive’s prior employment with the Company and agreement to release the Company and all of its then current and former directors, trustees, officers, employees, agents, members, and affiliated companies from any and all claims, in an agreement in such form as applicable; (b) If is determined by the Company. Termination by the Company of Executive’s employment ends as for “cause” shall mean termination upon (A) the result of Executive’s Incapacity, willful and continued failure by Executive shall be entitled substantially to receive either available worker’s compensation benefits or insured benefits as provided perform his duties with the Company after written demand for substantial performance has been delivered to Executive by the Company’s disability policy; Board of Directors or authorized committee thereof and Executive has failed to cure such failure within thirty (c30) If days or such longer period set by the Board; or (B) the willful engaging by Executive in gross misconduct materially and demonstrably injurious to Company; (C) breach of fiduciary duty involving personal profit; or (D) violation of any law, rule or regulation other than traffic violations or similar offenses. For purposes of this definition, no act, or failure to act, on Executive’s employment ends as part shall be considered “willful” unless done, or admitted to be done, by Executive not in good faith and without reasonably belief that Executive’s action or omission was in the result best interest of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination DateCompany. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offered.

Severance Pay. (a) If In consideration of the Executive’s employment ends as the result continuing covenants and obligations of a Termination Without Cause, the Executive shall be entitled to receive his Base Salary under Sections 9 and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result of Executive’s Incapacity10, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits severance pay as provided by the Company’s disability policy;follows upon termination of this Agreement: (c) A. If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made Agreement is terminated in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to accordance with the provisions of Article 2.4.4 belowSection 6.A., Bank shall continue to pay to Executive the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive Salary he was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating earning immediately prior to the Termination Date termination of the Agreement, for a period of nine (“Welfare Plan Benefits”9) months. Such severance benefits shall be payable in accordance with Bank's regular payroll practices as a continuation of Executive's Salary for the applicable period. In addition, for a period of nine (9) months or until Executive obtains other employment, whichever is earlier, Bank shall pay the COBRA premium for Executive's continued coverage under those group health, life, and disability plans under which he was covered at the time this Agreement terminated and for which he timely elect to receive COBRA continuation coverage. Executive shall continue to pay his co-payment then in effect for coverage under those plans. Bank shall also continue to pay Executive's car allowance and country club allowance described in Section 3.E. for a cost period of nine (9) months or until Executive obtains other employment, whichever is earlier. B. If this Agreement is terminated pursuant to Section 6.D. at the Company which is not greater than time of or after a Change of Control (as defined therein), Bank shall continue to pay to Executive the cost the Company paid Salary he was earning immediately prior to the Termination Date; providedtermination of the Agreement, that through and including November 30, 2006, or through the end of the extended term of this Agreement, whichever occurs later. Such severance benefits shall be payable in accordance with Bank's regular payroll practices, as a continuation of Executive's salary for the applicable period. In addition, for a period of six months or until Executive obtains other employment, whichever is earlier, Bank shall pay the COBRA premium for Executive's continued coverage under those group health, life, and disability plans under which he was covered at the time this Agreement terminated and for which he timely elects to receive COBRA continuation coverage. Executive shall continue to pay his co-payment then in effect for coverage under those plans. Bank shall also continue to pay Executive's car allowance and country club allowance described in Section 3.E. for a period of six months or until Executive obtains other employment, whichever is earlier. C. If this Agreement is terminated and Executive's employment with Bank is terminated for any reason, Bank shall have no obligation to continue payment of any insurance premiums under the insurance policy described in Section 3 B. Within fifteen (15) days of the date of termination, Executive may, by delivery of written notice to Bank, elect to pay all premiums and costs thereafter due under such policy, in which case Bank will continue to own, and Executive shall pay all premiums and costs required to keep in force, such insurance in an amount sufficient to provide death benefits to Bank equal to the extent any such coverage is prohibited, whether expected cost recovery amount (as determined in good faith by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements Bank) and death benefits to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment Executive's designated beneficiary in an amount equal to the amount $500,000. In that the Company was contributing toward the purchase event, Bank, as owner of the Welfare Plan Benefits for Executive immediately prior insurance policy, shall continue in effect the endorsement of death benefits payable under such policy to the Termination Datebeneficiary designated by Executive (above the cost recovery amount). D. Bank may condition any payment of severance or other benefits under this Section 8 on the receipt of a written release; in form and substance reasonably satisfactory to Bank, pursuant to which Executive releases Bank and its affiliates, from any claims Executive might have against Bank arising out of Executive's employment with Bank except for accrued compensation under this Agreement, amounts payable under this Section 8 and any accrued indemnification rights Executive might have under Bank's charter or bylaws. Benefits In any case, Executive's rights to severance or other benefits under this Section 8 are conditioned on Executive's compliance with his obligations under Sections 9 and 10. E. It is the intention of the parties that none of the payments otherwise receivable to which Executive is entitled under this Agreement will constitute a "golden parachute payment" within the meaning of 12 U.S.C. Section 1828(k)(3) or implementing regulations of the OCC or FDIC, the payment of which is prohibited. Any payments made by Bank or Holding Company to or for the benefit of Executive pursuant to the preceding sentence shall be reduced this Agreement, or otherwise, are subject to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredregulations promulgated thereunder.

Severance Pay. If (a) If AXOGEN terminates the Executive’s employment ends as the result of a Termination Without Employment Period for any reason other than Substantial Cause, Permanent Disability or death of Employee or (b) Employee terminates the Executive Employment Period due to AxoGen’s breach of this Agreement and failure to cure such breach within ten (10) days following notice of such breach, Employee shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable;following: (bi) If For the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result remainder of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through Employment Period or the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making length of the last of such paymentsNo-Compete Period, whichever is longer (“Salary Continuation Period”), the Company will have no further Severance Payment obligation continue to pay the Executive. All payments Employee’s Base Salary (at the rate in effect immediately before the Employee’s termination date), which shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as payable in normal installments in accordance with the Company is required to make Company’s payroll practices. Payment will commence within the severance payments described in this Article 2.4 sixty (60) day period following the Employee’s termination date (the “Severance PeriodCommencement Date”) and subject to continue for the provisions remainder of Article 2.4.4 belowthe Salary Continuation Period in accordance with the Company’s payroll practices. The installments for the period between the date of termination and the Commencement Date will be made in one lump sum on the Commencement Date. (ii) For the remainder of the Employment Period, the Company will, in addition to such payment, provide will pay the Employee the bonus or arrange to provide bonuses that the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive Employee would have earned under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans bonus plan in which the Executive Employee was participating immediately prior on the date of termination had the Employee’s employment not terminated. The bonus payments will be paid in accordance with the terms of the applicable bonus plan at the same times that similarly situated executives are paid bonus payments pursuant to such bonus plan, or if later, on the Termination Date Commencement Date. (“Welfare Plan Benefits”iii) at a cost to During the Company which is not greater than remainder of the cost Employment Period, if the Company paid immediately prior to the Termination Date; provided, that to the extent any such Employee timely elects continued coverage is prohibited, whether by contract, any judicial or legislative authority or otherwiseunder COBRA, the Company shall in its sole discretion make alternative arrangements will reimburse the Employee for the monthly COBRA cost of continued health and dental coverage paid by the Employee under health and dental plans of the Company pursuant to provide section 4980B of the Executive with Welfare Plan Benefits or provide Internal Revenue Code of 1986, as amended (the Executive with a payment in an amount equal to “Code”), less the amount that the Company was contributing toward Employee would be required to contribute for health and dental coverage if the purchase Employee were an active employee of the Welfare Plan Benefits for Executive immediately prior Company; provided that such reimbursements shall not continue beyond the period in which the Employee fails to pay the Termination applicable COBRA costs. These reimbursements will commence within sixty (60) days following the termination date and will be paid on the first payroll date of each month. (iv) Notwithstanding the foregoing, if the Employee is a “specified employee” of a publicly held corporation at the Employee’s termination date, the postponement provisions of Section 409A of the Code, as described in Section 9.M. below, shall apply, if applicable, and the term “Commencement Date. Benefits or payments otherwise receivable by ” shall mean the Executive pursuant to first payroll date following the preceding sentence shall be reduced to six-month period following the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company date of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredtermination.”

Severance Pay. (a) If the Executive’s employment ends as hereunder is involuntarily terminated for any reason other than those set forth in Section 2(c) hereof or if Executive terminates his employment hereunder for “Good Reason,” then, unless the result Corporation shall have terminated the Executive for “Cause,” the Corporation shall pay the Executive severance pay in an amount equal to twenty-four (24) months of the Executive’s Base Salary on the effective date of the termination, plus 1/12 of the amount of the last annual bonus paid to the Executive under the Corporation’s bonus plan applicable to the Executive for each month in the period beginning on January 1 of the year in which the date of the termination occurs and ending on the date of the termination and for each month’s Base Salary to which the Executive is entitled under this Section 8. Such payment shall be made in a Termination Without Causelump sum within ten (10) business days following the effective date of the termination. The severance pay shall be in lieu of all other compensation or payments of any kind relating to the termination of the Executive’s employment hereunder; provided that the Executive’s entitlement to compensation or payments under the Corporation’s welfare benefit plans, retirement plans, stock option or incentive plans, savings plans or bonus plans attributable to service rendered prior to the effective date of the termination shall not be affected by this clause and shall continue to be governed by the applicable provisions of such plans; and further provided that in lieu hereof, at his election, the Executive shall be entitled to receive the benefits of the Change in Control Agreement if a termination of his Base Salary employment occurs in a manner and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as at a time when such Change in Control Agreement is applicable;. (b) If For purposes of this Agreement, the term for “Cause” shall mean: (i) because of gross negligence or willful misconduct by the Executive either in the course of his employment hereunder or which has a material adverse effect on the Corporation or the Executive’s employment ends as the result ability to perform adequately and effectively his duties hereunder, or (ii) conviction of Executive’s Incapacity, Executive shall be entitled (or pleads guilty or nolo contendere) to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Datea felony. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offered.

Severance Pay. (a) If The Company shall pay Executive “Severance Pay” for the number of months stated on Exhibit A as the “Severance Pay Period” if the Company terminates the Executive’s employment ends as the result of a Termination Without Cause, without Cause or the Executive shall be submits a Resignation for Good Reason. Executive is not entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through Severance Pay for a termination based on Death/Disability, Resignation without Good Reason, or termination for Cause. In the Initial Term or Renewal Term, as applicable; (b) If event the Company terminates the Executive’s employment ends as the result of without “Cause,” Severance Pay shall be equivalent to Executive’s Incapacity, monthly base pay multiplied by the Severance Pay Period. In the event Executive submits a Resignation for “Good Reason,” Severance Pay shall be entitled equivalent to receive either available workerExecutive’s compensation benefits or insured benefits as provided by the Company’s disability policy; monthly base salary and one-twelfth (c1/12th) If of the Executive’s employment ends as most recent annual bonus multiplied by the result Severance Pay Period. In the event the Executive agrees to a reduction in base salary during the Initial or Renewal Terms, the highest base salary received subsequent to the Effective Date will be used for purposes of calculating the death base salary portion of ExecutiveSeverance Pay. The Company shall pay Severance Pay monthly, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Terminationor in accordance with Company standard payroll practices; provided, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Causehowever, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where that the Company owes Executive shall make no payments until six months after the Termination Datetermination, the at which point all delayed payments to be made by the Company to the Executive under this Article 2.4 shall will be made in installmentsa lump sum, and on the payment dates, during the Severance Period (if Executive is a “Specified Employee” as defined below) on which Base Salary would have otherwise been paid had in Section 409A. The Company also shall continue to cover, under the Executive’s employment not been terminated. Upon the making of the last of such paymentssame contribution terms as active employees, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding Executive and other taxes. ARTICLE 2.4.3 For so long his dependents as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive participants under the Company’s lifemedical and dental benefit plan during the Severance Pay Period, accidentunless Executive becomes eligible for coverage under another employer’s plan, dental regardless of whether Severance Pay is paid monthly, delayed, or paid in a lump sum. The Company shall have no further obligations to compensate Executive under this Agreement for termination of employment other than paying earned but unpaid salary, paying accrued but unused vacation, continuing to accrue benefits up to the date of termination, and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the reimbursing Executive was participating immediately for reasonable business expenses incurred prior to termination, such reimbursement to be made per the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; providedCompany’s standard policies and practices, that to the extent but in any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or notevent, no later than three (3) business days the end of the calendar month after any such benefits the calendar month in which the expense was incurred. The following are offereddefinitions of terms used in this and other sections of this Agreement.

Severance Pay. (a) If the Executive’s employment ends as the result of a Termination Without is terminated (i) by mutual agreement, (ii) by Vitesse For Cause, the (iii) by Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits for other than Good Reason (as defined below) through the Initial Term or Renewal Term, as applicable; (biv) If the Executive’s employment ends as the result because of Executive’s IncapacityDisability or death, Executive (or Executive’s estate in the case of Executive’s death) shall receive Executive’s base salary earned through Executive’s final day of employment, but shall not be entitled eligible to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the any Severance Period Pay (as defined below) or any other compensation, unless agreed upon by both parties. For purposes of clarification, it is agreed that under this Agreement, neither termination by Vitesse other than For Cause nor termination by Executive for Good Reason includes termination of employment because of Executive’s Disability or death. Executive’s right to receive any of the benefits under this Section 6 shall be conditioned upon Executive’s execution and delivery to Vitesse of Vitesse’s standard form of waiver and release of claims within thirty (30) days of the date of termination of Executive’s employment. If Executive’s employment is terminated other than on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, Executive shall receive (i) his base salary earned through Executive’s final day of employment, (ii) a pro-rata portion (based upon the portion of the fiscal year occurring prior to Executive’s final day of employment) of Executive’s Target Bonus and (iii) Severance Pay. If Executive’s employment is terminated on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, Executive shall receive (i) his base salary earned through Executive’s final day of employment, (ii) a pro-rata portion (based upon the portion of the fiscal year occurring prior to Executive’s final day of employment) of the greater of (a) Executive’s Target Bonus or (b) the bonus the Executive actually received for the fiscal year ending immediately prior to Executive’s final day of employment and (iii) Severance Pay. In addition, upon a termination of Executive’s employment on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, all outstanding options and restricted stock units which Base Salary would have otherwise been paid had are subject solely to time-based vesting shall become fully vested. Furthermore, if a Change of Control Event occurs and if the Executive’s employment not been terminated. Upon with Vitesse is terminated within one year prior to the making date on which the Change of Control Event occurs by Vitesse other than For Cause, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party which had taken steps reasonably calculated to effect such Change of Control Event or (ii) otherwise arose in connection with or anticipation of such Change of Control Event, then all restricted stock units which are subject solely to time-based vesting and were outstanding immediately prior to Executive’s final day of employment shall become fully vested as of the last Change of such payments, the Company will have no further Severance Payment obligation Control Event and to the extent such Change of Control Event occurs prior to 6 months after Executive. All payments ’s termination of employment, all options outstanding immediately prior to Executive’s final day of employment which are subject solely to time-vesting shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long become fully vested as of the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) Change of Control Event and subject to the provisions other terms of Article 2.4.4 belowthe equity compensation plan applicable upon a Change of Control Event, shall have a remaining exercise period of the Company willlesser of (i) the period remaining until 6 months after the Executive’s termination of employment or (ii) 90 days after such Change of Control Event, in addition to provided such payment, provide or arrange to provide exercise period does not extend beyond the maximum term of the options applicable if the Executive had remained employed with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offered.

Severance Pay. (a) If the Executive’s employment ends as the result of a Termination Without Cause, the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable. In addition, Executive is entitled to receive the Company’s common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 throughout the Initial Term; (b) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy. In addition, Executive is entitled to receive the Company’s common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive’s employment terminates as the result of Executive’s Incapacity (and shall not be entitled to receive any additional common stock for any years after the year in which Executive’s employment terminated as the result of Executive’s Incapacity); (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death. In addition, Executive (or his estate) is entitled to receive the Company’s common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive’s employment terminates as the result of Executive’s death (and shall not be entitled to receive any additional common stock for any years after the year in which Executive’s employment terminated as the result of Executive’s death); (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. In addition, Executive is entitled to receive the Company’s common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive’s employment terminates as the result of Voluntary Termination (and shall not be entitled to receive any additional common stock for any years after the year in which Executive’s employment terminated as the result of Voluntary Termination); or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. In addition, Executive is entitled to receive the Company’s common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive’s employment terminates as the result of Termination for Cause (and shall not be entitled to receive any additional common stock for any years after the year in which Executive’s employment terminated as the result of Termination for Cause). ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such paymentspayment, the Company will have no further Severance Payment obligation to the Executive. All payments payment shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid to him in effect immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that cost to the Company was contributing toward the purchase of purchasing the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available actually received from another employer. Executive shall have employer by the duty to fully and promptly advise Company of any available benefits offeredExecutive’s participation in, whether accepted or notreceipt of, no later than three (3) business days after any such comparable benefits. ARTICLE 2.4.4 The Executive’s right to receive, and the Company’s obligation to pay and provide any of the payments and benefits are offeredprovided for in this Article 2.4 shall be subject to (a) the Executive’s compliance with, and observance of, all of the Executive’s obligations under this Agreement that continue beyond the Termination Date, and (b) the Executive’s execution, delivery, and non-revocation of, and performance under, a general release in favor of the Company and its Affiliates in a form attached hereto as Exhibit “B”.

Severance Pay. (The CITY shall provide severance pay for Miscellaneous Unit employees with five or more years of CITY service who are laid off from employment pursuant to the City Personnel Rules and Regulations as follows: a) If Employees with five or more years of CITY service who are laid off from employment pursuant to the Executive’s employment ends as the result of a Termination Without Cause, the Executive City Personnel Rules and Regulations shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result severance pay in an amount of the death employee's base salary for a period of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through forty­ five days after the date of death; (d) the employee's termination; provided however, in the event the period from the date of giving notice of proposed layoff to the date of termination pursuant to that notice is greater than thirty days, then the days for which severance pay is received shall be reduced by one day for each day the notice period exceeds thirty days, and further provided that the minimum amount of severance pay shall be equivalent to thirty days base salary. Severance pay shall cease if the employee obtains employment prior to the expiration of the severance pay period. If the Executive’s employment ends as employee obtains unemployment insurance benefits, the result amount of Voluntary Termination, Executive severance pay shall be entitled limited to receive his Base Salary the difference between the employee's base salary and Welfare Plan Benefits through the Termination Date; oramount of the unemployment insurance benefit payment. (eb) If the Executive’s employment ends as the result of Termination for Cause, Executive Severance pay shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 payable in installments. The first installment shall be made in installments, and on the payment dates, during second Friday following the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminateddate of termination. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All Subsequent payments shall be subject to applicable withholding and other taxesat two week intervals thereafter. ARTICLE 2.4.3 For so long as c) An employee shall provide the Company is required CITY with a certification of continuing eligibility to make receive severance pay and receipt or non-receipt of unemployment insurance benefits prior to each severance pay installment. The certification shall be under penalty of perjury. d) In addition to the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 belowpay, the Company will, in addition CITY will continue to such payment, provide or arrange to provide pay the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accidentmonthly premium for health, dental and group health vision insurance plans, 401K, FSA or any similar health or welfare plans paid by the CITY on the date of termination in which order to continue coverage for a period of 90 days from the Executive was participating immediately prior date of termination. e) An employee receiving severance pay shall not be considered to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in be an amount equal to the amount that the Company was contributing toward the purchase employee of the Welfare Plan Benefits CITY after the date of termination. Severance pay shall not be considered salary for Executive immediately prior the purposes of the Public Employees Retirement System. MOU between CITY and $BEA-MISCELLANEOUS EMPLOYEE GROUP July 1, 2017 through June 30, 2020 f) Employees who are subject to layoff because the Termination Date. Benefits exercise of "bumping" or payments otherwise receivable "retreat" rights by the Executive another employee pursuant to the preceding sentence City Personnel Rules and Regulations shall be reduced to receive the extent Company determines comparable benefits are available from another employer. Executive same notice of layoff and shall have the duty same rights to fully and promptly advise Company bump less senior employees as the employee originally receiving the notice of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredproposed layoff.

Severance Pay. (a) If the Executive’s employment ends as the result of a Termination Without is terminated (i) by mutual agreement, (ii) by Vitesse For Cause, the (iii) by Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits for other than Good Reason (as defined below) through the Initial Term or Renewal Term, as applicable; (biv) If the Executive’s employment ends as the result because of Executive’s IncapacityDisability or death, Executive (or Executive’s estate in the case of Executive’s death) shall receive Executive’s base salary earned through Executive’s final day of employment, but shall not be entitled eligible to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the any Severance Period Pay (as defined below) or any other compensation, unless agreed upon by both parties. For purposes of clarification, it is agreed that under this Agreement, neither termination by Vitesse other than For Cause nor termination by Executive for Good Reason includes termination of employment because of Executive’s Disability or death. Executive’s right to receive any of the benefits under this Section 6 shall be conditioned upon Executive’s execution of Vitesse’s standard form of waiver and release of claims. If Executive’s employment is terminated other than on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, Executive shall receive (i) his base salary earned through Executive’s final day of employment, (ii) a pro-rata portion (based upon the portion of the fiscal year occurring prior to Executive’s final day of employment) of Executive’s Target Bonus and (iii) Severance Pay. If Executive’s employment is terminated on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, Executive shall receive (i) his base salary earned through Executive’s final day of employment, (ii) a pro-rata portion (based upon the portion of the fiscal year occurring prior to Executive’s final day of employment) of the greater of (a) Executive’s Target Bonus or (b) the bonus the Executive actually received for the fiscal year ending immediately prior to Executive’s final day of employment and (iii) Severance Pay. In addition, upon a termination of Executive’s employment on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, all outstanding options and restricted stock units which Base Salary would have otherwise been paid had are subject solely to time-based vesting shall become fully vested. Furthermore, if a Change of Control Event occurs and if the Executive’s employment not been terminated. Upon with Vitesse is terminated within one year prior to the making date on which the Change of Control Event occurs by Vitesse other than For Cause, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party which had taken steps reasonably calculated to effect such Change of Control Event or (ii) otherwise arose in connection with or anticipation of such Change of Control Event, then all restricted stock units which are subject solely to time-based vesting and were outstanding immediately prior to Executive’s final day of employment shall become fully vested as of the last Change of such payments, the Company will have no further Severance Payment obligation Control Event and to the extent such Change of Control Event occurs prior to 6 months after Executive. All payments ’s termination of employment, all options outstanding immediately prior to Executive’s final day of employment which are subject solely to time-vesting shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long become fully vested as of the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) Change of Control Event and subject to the provisions other terms of Article 2.4.4 belowthe equity compensation plan applicable upon a Change of Control Event, shall have a remaining exercise period of the Company willlesser of (i) the period remaining until 6 months after the Executive’s termination of employment or (ii) 90 days after such Change of Control Event, in addition to provided such payment, provide or arrange to provide exercise period does not extend beyond the maximum term of the options applicable if the Executive had remained employed with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offered.

Severance Pay. (a) If The Employment Term and the Executive’s employment ends as hereunder may be terminated by either the result of a Termination Without Cause, Company or the Executive at any time and for any reason; provided that, unless otherwise provided herein, either party shall be entitled required to receive his Base Salary and Welfare Plan Benefits give the other party at least sixty (as defined below60) through days’ advance written notice of any termination of the Initial Term or Renewal Term, as applicable; (b) If Executive’s employment. Should the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where with the Company owes Executive payments after be terminated due to a Qualifying Termination that is not a Change in Control Termination before the Termination DateEmployment Term ends, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation pursuant to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company willSection 1, in addition to such paymentthe Accrued Obligations, provide the Company agrees to pay or arrange to provide the following compensation and benefits during the severance period and the Executive shall have no further rights to any compensation or any other benefits from the Company: x. Xxxxxxxxx pay to the Executive in the form of a cash lump sum payment equal to the Executive’s Base Salary determined using the Executive’s then-current Base Salary (disregarding any reduction constituting Good Reason or any reduction made in the preceding six (6) month period), with its regular subsidy payments toward benefits substantially similar such amount payable to those the Executive on the sixtieth (60th) day after the termination date. b. A prorated Annual Bonus for the year in which the Executive was receiving or entitled Executive’s date of termination occurs based on the degree of achievement of goals under the bonus program in effect at the time of termination and the portion of the year elapsed as of the date of termination. The degree of achievement of goals shall be determined in accordance with the bonus program, except that should any goals be of a subjective nature, the degree of achievement therefore shall be determined by the Company in its sole discretion. Any such bonus amount shall be paid in a single, lump sum payment at the same time as Annual Bonuses for the year are paid to receive under the Company’s lifeofficers generally. Executive shall also receive any prior Annual Bonus which has been achieved and accrued, accidentbut not paid at the time of termination. c. Subject to Section 11, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans during the twelve (12) month period of salary continuation described in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”a) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwiseabove, the Company shall in its sole discretion make alternative arrangements pay for a portion of the health, dental, prescription drug and vision insurance continuation coverage (collectively “Medical Coverage”) to provide which the Executive with Welfare Plan Benefits or provide is entitled under the Executive with a payment in an amount equal Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) on behalf of Executive, and as applicable, Executive’s spouse and dependents, subject to the amount that the Company was contributing toward the purchase Executive’s timely election of the Welfare Plan Benefits for Executive immediately prior to the Termination DateCOBRA healthcare continuation coverage. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any For such benefits are offered.twelve

Severance Pay. If a Change in Control occurs, and, during the Term, Executive’s employment with the Company is terminated either by the Executive for Good Reason or by the Company Without Cause, then in addition to all other benefits that the Executive has earned prior to such termination or to which Executive is otherwise entitled, the Company shall pay to the Executive as severance pay, in a lump sum, the following amounts: (a) If the Executive’s employment ends as the result of a Termination Without Cause, the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) full base salary earned through the Initial Term or Renewal TermTermination Date at the rate in effect prior to the date Notice of Termination is given, as applicableto the extent not theretofore paid; (b) If the Executive’s employment ends as bonus for the result previously completed fiscal year of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy, to the extent not theretofore paid; (c) If the Executive’s employment ends as target bonus (i.e. based on achievement of performance goals at the result 100% level) for the fiscal year in which the Notice of Termination was given, pro rated to reflect the death number of Executive, days the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through was employed with the date of deathCompany during such fiscal year; (d) If an amount equal to the product of (i) the sum of (x) the higher of the Executive’s employment ends as annual base salary in effect immediately prior to the result Effective Date, or Executive’s annual base salary at the highest rate in effect at any time since any Change in Control and (y) the amount of Voluntary Termination, Executive any Additional Compensation (hereinafter defined) (the sum of such annual base salary and Additional Compensation shall be entitled referred to receive his as Executive’s “Base Salary Compensation”) and Welfare Plan Benefits through (ii) the Termination Date; or number two (e2). The term “Additional Compensation” means the quotient of (i) If the sum of (x) the Executive’s employment ends as annual (measured by a fiscal year) total incentive compensation, commissions, and bonuses declared and/or received for each of the result last three full fiscal years immediately preceding the Effective Date, plus any amounts earned or properly allocable to any of Termination for Causethe last three fiscal years immediately preceding the Effective Date that were deferred under any non-qualified deferred compensation program of the Company, and (y) any elective contributions that are made by or on behalf of the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where under any plan maintained by the Company owes that are not includible in gross income under Section 125 or 402(e)(3) of the Internal Revenue Code of 1986, as amended from time to time, but excluding moving or educational reimbursement expenses, amounts realized from the exercise of any stock options, sale of restricted stock, and imputed income attributable to any fringe benefit, divided by (ii) three; provided, however, that in the event the Executive payments after was employed by the Termination Company for a period of time less than three full fiscal years immediately preceding the Effective Date, the payments foregoing provisions shall be adjusted to cause Executive’s Additional Compensation to be made by determined based upon the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last average of such payments, payments and benefits for the Company will have no further Severance Payment obligation to number of full fiscal years immediately preceding the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans Effective Date in which the Executive was participating immediately prior employed by the Company; provided further that in the event the Executive was employed by the Company for a period of time less than one full fiscal year, the foregoing provisions shall be adjusted to cause Executive’s Additional Compensation to be determined based upon the projected target annual payments and benefits that would be provided to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to preceding the Termination Effective Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offered.

Severance Pay. In full consideration of Mr. Van Adzin’s acceptance of all of the terms and conditions of this Agreement and his execution of the Release of Claims and Agreement Not to Xxx that is Attachment A to this Agreement (athe “Release”) If in accordance with the Executive’s employment ends as provisions of Section 13(b) below and his not revoking the result of a Termination Without CauseRelease during the revocation period set forth in Section 14 below, and subject to his performance hereunder, the Executive Company shall also provide Mr. Van Adzin with the following special benefits, which Mr. Van Adzin acknowledges and agrees he is not owed, and to which he would not otherwise be entitled to receive his Base Salary and Welfare Plan Benefits entitled: a. For the period starting on the day after the Separation Date (as defined belowin Section 1 of this Agreement) and continuing for one year thereafter (January 5, 2008, through the Initial Term or Renewal Termand including January 4, as applicable; (b2009) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise), the Company shall pay Mr. Van Adzin amounts equal to what was formerly his regular base salary, at the rate in its sole discretion make alternative arrangements effect on the Separation Date, less legally required and voluntarily authorized deductions and withholdings (the “Severance Pay”). The Severance Pay shall be paid to Mr. Van Adzin in accordance with the Company’s customary payroll practices beginning promptly after the Separation Date, but in no event before the Effective Date (as defined in Section 17 of this Agreement). For the avoidance of doubt, the aggregate amount of Severance Pay will be $205,000, before legally required and voluntarily authorized deductions and withholdings. In addition, the Company shall continue to pay the employer portion of Mr. Van Adzin’s group health (medical and dental) insurance and group life insurance premiums for continuing coverage during the Severance Period (the “Health Benefit”). Mr. Van Adzin hereby acknowledges and agrees that the Severance Pay will provide him with at least four (4) weeks more in salary continuation than he would otherwise be entitled to under the standard practices ordinarily applicable to management employees of the Company whose employment terminates under similar circumstances, and that the Health Benefit will provide him with at least four (4) weeks more in employer-paid group health insurance and group life insurance premiums than he would otherwise be entitled to under such standard practices. b. A lump sum payment representing Mr. Van Adzin’s target bonus for the Company’s fiscal year 2008 equal to 30% of his base salary rate of $205,000, or $61,500. This payment will be made as soon as practicable after the Effective Date (as defined in Section 17 of this Agreement). c. Any unpaid portions of the Severance Pay described in Section 3(a) of this Agreement shall be paid to Mr. Van Adzin’s estate in the event of his death, on the condition that he has signed this Agreement and executed the Release in accordance with the provisions of Section 13(b) below and has not exercised his right to revoke the Release under Section 14 of this Agreement. d. Title to the laptop computer, monitor, and printer used by Mr. Van Adzin at the Company as of December 1, 2007 will be delivered to Mr. Van Adzin after the Effective Date. A lump sum payment of $1,000 representing the estimated cost of mobile phone service and certain professional memberships for one year will be made as soon as practicable after the Effective Date. In addition, the telephone number that is associated with the mobile phone provided by Analogic will be transferred to Mr. Van Adzin, upon his request. e. The Company will provide Mr. Van Adzin with career transition services it deems appropriate from a firm selected by the Company. The cost of providing such services shall be borne by the Company. For clarity, the above services will be provided for a six month period beginning at the Effective Date of this Agreement. Should he continue to need these services beyond this six month period, Mr. Van Adzin may request up to two additional three month extensions, in succession. These services will be provided by Drake Beam Xxxxx at the Company’s cost. f. Notwithstanding the termination of Mr. Van Adzin’s employment as set forth in this Agreement, the following outstanding stock awards shall vest (or the restrictions shall lapse, as the case may be) according to the following schedule: A. One thousand two hundred fifty (1,250) Analogic incentive stock options granted to Mr. Van Adzin at a strike price of $42.83 on October 27, 2003 will vest on October 27, 2008. B. Five hundred (500) Analogic incentive stock options granted to Mr. Van Adzin at a strike price of $41.32 on October 8, 2004 will vest on October 8, 2008. C. The restrictions on one thousand two hundred fifty (1,250) shares of Analogic Restricted Stock granted to Mr. Van Adzin on February 24, 2004 will lapse on October 27, 2008. D. The restrictions on five hundred (500) shares of Analogic Restricted Stock granted to Mr. Van Adzin on October 8, 2004 will lapse on October 8, 2008. E. Subject to the achievement by the Company of the performance goals established by the Compensation Committee of the Company’s Board of Directors for the participants in the 2007 Performance-Contingent Restricted Stock Plan (the “2007 Performance Stock Plan”) and to the final determination by the Compensation Committee of the Company’s performance relative to the goals, Mr. Van Adzin will earn the portion of the 2,000 target shares awarded to him on October 26, 2007, calculated as follows: 2,000 x 17/36 x “Performance Share Multiplier.” For the purposes of this section, the Performance Share Multiplier is the factor from 0x through 2.0x that will apply to all participants who received awards in the 2007 Performance Stock Plan. Except as expressly modified in this Section 3(f), all other terms and conditions pertaining to the respective stock awards will remain in full force and effect. Mr. Van Adzin recognizes and agrees that the provisions of this Section 3 and the other provisions of this Agreement would fully satisfy, discharge and exceed any obligation the Company might have to provide Mr. Van Adzin with “Severance Benefits” under the Executive with Welfare Severance Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive if Mr. Van Adzin did not waive and relinquish his rights thereunder pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company Section 1 of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredthis Agreement.

Severance Pay. (a) If the Executive’s employment ends as the result of a Termination Without Cause, the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by Following the Company’s disability policy; (c) If receipt of this Agreement executed by Employee and the Executive’s employment ends as the result expiration of the death period within which Employee may revoke Employee’s acceptance of Executivethis Agreement as explained below (and provided Employee has not exercised such right of revocation), Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date within sixty (60) days of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments Company shall commence to be made by pay Employee the Company to gross amount of [PAYMENT AMOUNT EXPRESSED IN WORDS] dollars ($[PAYMENT AMOUNT EXPRESSED IN NUMERALS]) (the Executive under “Severance Pay”) over the [NUMBER OF WEEKS EXPRESSED IN WORDS] ([NUMBER OF WEEKS EXPRESSED IN NUMERALS])-week period immediately following the effective date of this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 Agreement (the “Severance Period”) ), less applicable taxes and subject to other lawful withholdings, which shall be payable in the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its same amounts and manner as Employee’s regular subsidy payments toward benefits substantially similar to those which the Executive base salary payment was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating made immediately prior to the Termination Date in accordance with the Company’s normal payroll schedule and practices in equal installments (“Welfare Plan Benefits”except the last payment, which may be more or less than the others). Notwithstanding the foregoing, such payroll continuation payments shall not commence or shall cease (as the case may be) at a cost to in the event that Employee becomes reemployed by the Company which is not greater than the cost or any of the Company Releasees at any time during the Severance Period. Under no circumstances shall Employee receive any portion of the Severance Pay after the conclusion of the Severance Period so long as the Company has paid immediately prior Employee all amounts due and owing hereunder during the Severance Period. Employee shall also be entitled to receive the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwiseAccrued Bonus, the Company shall Pro Rata Bonus and the Medical Benefits in its sole discretion make alternative arrangements to provide accordance with the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase terms of the Welfare Plan Benefits for Executive immediately prior to Employment Agreement as well as Employee’s equity awards in accordance with the Termination Date. Benefits or payments otherwise receivable by terms of the Executive pursuant to equity award agreements and the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredEmployment Agreement.

Severance Pay. (a) If In exchange for Employee’s promises contained herein and for Employee’s continued compliance with the Executive’s employment ends as the result of a Termination Without Cause, the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such paymentsobligations set forth herein, the Company will have no further Severance Payment obligation agrees: a To pay Employee an amount equal to Employee’s base salary for the Executive. All payments shall be subject to applicable withholding period beginning on the Effective Date of this Agreement and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 continuing for a period of 18-months (the “Severance Period”). The total payment for 18-months of base salary is $1,050,000.00 and will be paid to Employee in a lump sum, subject to appropriate withholdings and deductions, within 15 calendar days after the Effective Date of this Agreement. The “Effective Date” of this Agreement is defined as the date this Agreement becomes effective and irrevocable. b To provide Employee with $120,000.00 to obtain outplacement services and to pay reasonable fees incurred by Employee for his professional affiliations, memberships, and/or certifications (the “Outplacement Services Payment”). The Company will not withhold any amount for taxes from this payment and will issue Employee an IRS Form 1099 for the Outplacement Services Payment. Employee agrees that he shall be solely responsible for any taxes which may be due on the Outplacement Services Payment. This amount shall be paid in one lump sum within 15 days calendar days after the Effective Date of this Agreement. c As of the Separation Date, Employee will become ineligible to participate in the Company’s health insurance program subject to Employee’s right, if any, to continuation coverage under COBRA. Thereafter, if applicable, coverage will be made available to Employee at Employee’s sole expense (i.e., Employee will be responsible for the full COBRA premium) and for the remaining months of the COBRA coverage period made available pursuant to applicable law. d Any equity-based awards granted to Employee will be subject to the provisions terms and conditions of Article 2.4.4 below, the Company willequity incentive plan and its respective award document, which provide for the vesting of awards representing 6,028 shares of Company stock. e Employee will be paid an additional cash lump sum of $29,684.65 in addition full settlement of the 2021 LTIP Award that was scheduled to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior be made to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredEmployee.

Severance Pay. If a Change in Control occurs, and, during the Term, Executive's employment with the Company is terminated either by the Executive for Good Reason or by the Company Without Cause, then in addition to all other benefits that the Executive has earned prior to such termination or to which Executive is otherwise entitled, the Company shall pay to the Executive as severance pay, in a lump sum, the following amounts: (a) If the Executive’s employment ends as the result of a Termination Without Cause, the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) 's full base salary earned through the Initial Term or Renewal TermTermination Date at the rate in effect prior to the date Notice of Termination is given, as applicableto the extent not theretofore paid; (b) If the Executive’s employment ends as 's bonus for the result previously completed fiscal year of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy, to the extent not theretofore paid; (c) If the Executive’s employment ends as 's target bonus (i.e. based on achievement of performance goals at the result 100% level) for the fiscal year in which the Notice of Termination was given, pro rated to reflect the death number of Executive, days the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through was employed with the date of deathCompany during such fiscal year; (d) If an amount equal to the product of (i) the sum of (x) the higher of the Executive’s employment ends as 's annual base salary in effect immediately prior to the result Effective Date, or Executive's annual base salary at the highest rate in effect at any time since any Change in Control and (y) the amount of Voluntary Termination, Executive any Additional Compensation (hereinafter defined) (the sum of such annual base salary and Additional Compensation shall be entitled referred to receive his as Executive's "Base Salary Compensation") and Welfare Plan Benefits through (ii) the lesser of the number two (2) or a fraction the numerator of which is the number of months from and including the month in which a Termination Date; or Date would occur by reason of Retirement and the denominator of which is twelve (e12). The term "Additional Compensation" means the quotient of (i) If the sum of (x) the Executive’s employment ends as the result 's annual (measured by a fiscal year) total incentive compensation, commissions, bonuses, amounts deferred under any non-qualified deferred compensation program of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes declared and/or received for each of the last three full fiscal years immediately preceding the Effective Date, and (y) any elective contributions that are made by or on behalf of the Executive payments after under any plan maintained by the Termination Company that are not includible in gross income under Section 125 or 402(e)(3) of the Internal Revenue Code of 1986, as amended from time to time, but excluding moving or educational reimbursement expenses, amounts realized from the exercise of any stock options, sale of restricted stock, and imputed income attributable to any fringe benefit, divided by (ii) three; provided, however, that in the event the Executive was employed by the Company for a period of time less than three full fiscal years immediately preceding the Effective Date, the payments foregoing provisions shall be adjusted to cause Executive's Additional Compensation to be made by determined based upon the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last average of such payments, payments and benefits for the Company will have no further Severance Payment obligation to number of full fiscal years immediately preceding the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans Effective Date in which the Executive was participating immediately prior employed by the Company; provided further that in the event the Executive was employed by the Company for a period of time less than one full fiscal year, the foregoing provisions shall be adjusted to cause Executive's Additional Compensation to be determined based upon the projected target annual payments and benefits that would be provided to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to preceding the Termination Effective Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offered.

Severance Pay. (a) If 3.1 Notwithstanding any provision in this Agreement, the Company retains its right to terminate Executive’s 's employment ends as the result of a Termination Without without Cause. Upon termination without Cause, the Company shall pay to Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits Severance Pay for a period of eighteen (as defined below18) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits months. Except as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Datein Section 3.2, the payments required to be made by the Company Employer to the Executive under pursuant to this Article 2.4 Section 3.1 shall be made Executive's sole severance benefit in installmentsthe event of Executive's discharge without cause. Payment of such severance benefit is conditioned upon Executive executing a general release of all claims against the Company, and on Executive's continued adherence to his/her obligations under Sections 4.0 and 5.0 of this Agreement. Notwithstanding the payment datesabove, during in no event will Severance Pay be less than one week of Executive's Base Compensation for every year of Executive's employment with the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxesCompany. ARTICLE 2.4.3 For so long as the Company is required 3.2 If Employer terminates Executive's employment at any time within one year after a Change in Control, Employer shall pay to make the severance payments described Executive in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in lump sum an amount equal to the amount that the Company was contributing toward the purchase one year of Executive's Base Compensation plus a pro rata portion of the Welfare Plan Benefits maximum amount of Incentive Compensation, if any, which could have been paid to Executive for Executive immediately the year in which such termination occurred. Under this Section 3.2, such payments will not be less than the total of Executive's Base Compensation and Incentive Compensation for the year prior to the Termination Dateyear in which Executive is terminated. Benefits or payments otherwise receivable Such payment required to be made by the Employer to Executive pursuant to this Section 3.2 shall be in lieu of those referred to in Section 3.1 and shall be Executive's sole severance benefit. Payment of such severance benefit is conditioned upon Executive executing a general release of all claims against the preceding sentence Company, and Executive's continued adherence to his/her obligations under Sections 4.0 and 5.0 of this Agreement. Executive hereby agrees to repay to Company a pro rata portion of such severance benefit should he/she violate his/her obligations under Sections 4.0 and/or 5.0. 3.3 Employer may terminate Executive's employment immediately at any time for Cause. In the event of termination for Cause, Employer shall not be obligated to make any payments other than the payment of earned but unpaid salary and benefits. Payments of Incentive Compensation, if any, will only be those amounts actually earned under the Incentive Compensation Plan prior to Employee's termination. 3.4 If Executive is unable to perform his duties and responsibilities by reason of a disability as defined under Company's short term disability plan (irrespective of whether employment has been terminated), Company shall provide Executive with short term disability benefits for a period of six months at a rate equal to Executive's Base Compensation and a pro rata portion of the amount of Incentive Compensation, if any, paid in the normal process under the Plan for the year during which Executive first became disabled. This short term disability benefit shall be reduced by the amount of payments due Executive for this time period under any applicable disability benefit programs, including Social Security disability, workers' compensation and disability retirement benefits. 3.5 In the event that Executive dies during the term of his Employment, Employer shall pay to his executors or administrators, as appropriate, for a period of three months, Executive's Base Compensation and a pro rata portion of the amount of Incentive Compensation, if any, paid in the normal process under the Plan for the year in which Executive died. To the extent Company determines comparable reasonably possible, such payments will be structured as non-taxable death benefits are available from another employer. Executive shall have under the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredInternal Revenue Code.

Severance Pay. (a) If the Executive’s 's employment ends as hereunder is involuntarily terminated for any reason other than those set forth in Section 2(c) hereof, then unless the result Corporation shall have terminated the Executive for "Cause", the Corporation shall pay the Executive severance pay in an amount equal to twenty-four (24) months of the Executive's base salary on the effective date of the termination, plus 1/12 of the amount of the last annual bonus paid to the Executive under the Corporation's bonus plan applicable to the Executive for each month in the period beginning on January 1 of the year in which the date of the termination occurs and ending on the date of the termination and for each months' base salary to which the Executive is entitled under this Section 8, provided, however, that any amount paid to the Executive by the Corporation for services rendered subsequent to the thirtieth (30th) day following the communication to the Executive of notice of termination shall be deducted from the severance pay otherwise due hereunder. Such payment shall be made in a Termination Without Causelump sum within ten (10) business days following the effective date of the termination. The severance pay shall be in lieu of all other compensation or payments of any kind relating to the termination of the Executive's employment hereunder; provided that the Executive's entitlement to compensation or payments under the Corporation's retirement plans, stock option or incentive plans, savings plans or bonus plans attributable to service rendered prior to the effective date of the termination shall not be affected by this clause and shall continue to be governed by the applicable provisions of such plans; and further provided that in lieu hereof, at his election, the Executive shall be entitled to receive his Base Salary the benefits of the Change in Control Agreement of even date hereof between the Corporation and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result , if termination occurs in a manner and at a time when such Change in Control Agreement is applicable. For purposes of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Datethis Agreement, the payments to be made by the Company to the Executive under this Article 2.4 term for "Cause" shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making mean because of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide gross negligence or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable willful misconduct by the Executive pursuant either in the course of his employment hereunder or which has a material adverse effect on the Corporation or the Executive's ability to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully perform adequately and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredeffectively his duties hereunder.

Severance Pay. (a) If Notwithstanding any other provision of this Agreement, if the Executive’s 's employment ends is (or is deemed) terminated by the Company pursuant to Section 13(a): (i) the Company shall pay the Executive any accrued but unpaid Salary, prorated vacation, prorated cash bonus and any other amounts accrued but unpaid as of the result date of termination; (ii) the Company shall pay the Executive a Termination Without Causelump-sum severance payment equal to the Executive's then-current Salary; and (iii) the Company shall continue all medical, dental and life, insurance benefits at no cost to the Executive for twelve (12) months, commencing on the date of the Executive's termination of employment (and the provision by the Company of any such group health benefits shall not be considered continuation coverage pursuant to section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), and such continuation converge shall commence on the date that benefits provided hereunder cease). Other than as provided herein, if the Executive's employment is terminated by the Company pursuant to Section 13(b) hereof, the Company shall pay to the Executive any accrued but unpaid Salary, prorated vacation, prorated cash bonus and any other amounts accrued but unpaid as of the date of termination. Any benefit payable pursuant to this Section 15 shall be entitled paid to receive his Base Salary and Welfare Plan Benefits the Executive in a lump-sum within thirty (as defined below30) through days after the Initial Term or Renewal Term, as applicable;Executive's termination of employment. (b) If In the Executive’s employment ends as event that the result of Executive’s Incapacity, Executive shall be becomes entitled to receive either available worker’s compensation benefits or insured benefits any severance payments as provided herein, if it is determined that any such payments will be subject to the tax or any other similar state or local excise taxes (the "Excise Tax") imposed by the Company’s disability policy; (c) If the Executive’s employment ends as the result section 4999 of the death of Executive, Executive shall Code (or any similar tax that may hereafter be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such paymentsimposed), the Company will have no further Severance Payment obligation shall "gross up" such severance payments so that the amount received by the Executive after payment of such Excise Tax shall be equal to the Executive. All payments shall be subject amount to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any application of such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredExcise Tax.

Severance Pay. (a) If In lieu of any other rights, entitlements or benefits he may have had under the Executive’s employment ends Employment Agreement (except as the result of a Termination Without Causeexpressly provided otherwise herein), the Executive shall will be entitled to receive the following: (i) his Base Salary and Welfare Plan Benefits (as defined below) through earned but not paid prior to the Initial Term or Renewal TermSeparation Date, as applicableto be paid in accordance with the Company’s regular payroll practices; (bii) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; $1,500,000 (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase one hundred fifty percent of the Welfare Plan Benefits Base Salary), payable on the date that is six (6) months plus one (1) day after the Separation Date (the “New Payment Date”); (iii) $1,500,000 (an amount equal to one hundred fifty percent (150%) of the Target Bonus as defined in Section 5 of the Employment Agreement), payable on the New Payment Date; (iv) the full monthly premiums (employer and employee portions) for Executive the Executive’s and any covered beneficiary’s coverage under COBRA health continuation benefits on a monthly basis over the eighteen (18) month period immediately prior following the Separation Date, and which premiums will be treated as taxable income to the Termination Date. Benefits or payments otherwise receivable by Executive; (v) the immediate vesting as of the Separation Date of all of the Executive’s outstanding unvested deferred stock awards that were granted to the Executive pursuant to the preceding sentence Employment Agreement and under the Company’s 2005 Stock Incentive Compensation Plan or otherwise (the “Deferred Stock Awards”), which Deferred Stock Awards shall be reduced settled in accordance with the terms of the applicable long-term incentive plan and award agreement by the Company’s delivery of shares of Company Common Stock on the New Payment Date, net of a sufficient number of shares to enable the Company to satisfy the minimum withholding requirements with respect to the extent settlement of such Deferred Stock Awards. Exhibit A hereto sets forth a complete list of all of the Executive’s Deferred Stock Awards that are currently outstanding, indicating the date of grant of such Deferred Stock Units and the number of shares of Company determines comparable benefits Common Stock to be issued in settlement of such Deferred Stock Awards pursuant to this Section 2(v); and (vi) any amounts earned, accrued or owing to the Executive prior to the Separation Date but not yet paid under Sections 7, 8, or 9 of the Employment Agreement or Sections 1(i) –(v) of this Agreement. In addition, the Executive will be paid $128,000 in a lump sum in cash with respect to all his accrued, unused vacation of 32 days as of the Separation Date, which was earned prior to the Effective Date, to be paid in accordance with the Company’s regular payroll practices. (b) The Executive and the Company acknowledge and agree that the provisions set forth in Sections 12(j) and 14 of the Employment Agreement are available from another employerhereby incorporated herein and shall continue to apply in accordance with the terms thereof and that the termination is a termination without Cause (as defined in the Employment Agreement). For the avoidance of doubt, the Executive shall have not be entitled to any payments or benefits under Section 12(d) of the duty Employment Agreement but instead shall be entitled to fully the payments and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredspecified herein.

Severance Pay. (a) If the Executive’s employment ends as the result of a Termination Without Cause, the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable; (b) If the Executive’s employment ends as the result of Executive’s Incapacity, Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Company’s disability policy; (c) If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death; (d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or (e) If the Executive’s employment ends as the result of Termination In exchange for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such paymentsEmployee's promises contained herein, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes.agree: ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in a. To pay Employee an amount equal to Employee's base salary for the period beginning on the Effective Date of this Agreement and continuing for a period of 18-months (the "Severance Period"). The total payment for 18 -months of base salary is $600,000.00, which will be paid to Employee in a lump sum, subject to appropriate withholdings and deductions, within 15 calendar days after the Effective Date of this Agreement. The "Effective Date" of this Agreement is defined as the date it is signed by Employee, subject to Employee's right of revocation set forth in Paragraph 23 of this Agreement. b. To provide Employee with $120,000.00 to obtain outplacement services and to pay reasonable fees incurred by Employee for her professional affiliations, memberships, and/or certifications (the "Outplacement Services Payment"). The Company will not withhold any amount for taxes from this payment and will issue Employee an IRS Form 1099 for the Outplacement Services Payment. Employee agrees that she shall be solely responsible for any taxes which may be due on the Outplacement Services Payment. This amount shall be paid in one lump sum within 15 days calendar days after the Effective Date of this Agreement. c. As of the Separation Date, Employee will become ineligible to participate in the Company's health insurance program subject to Employee's right, if any, to continuation coverage under COBRA. Thereafter, if applicable, coverage will be made available to Employee at Employee's sole expense (i.e., Employee will be responsible for the full COBRA premium) for the remaining months of the COBRA coverage period made available pursuant to applicable law. d. Any equity-based awards granted to Employee will be subject to the terms and conditions of the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully equity incentive plan and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (3) business days after any such benefits are offeredits respective award document.

Severance Pay. (a) If the Executive’s 's employment ends as the result of a Termination Without Cause, the Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable. In addition, Executive is entitled to receive the Company's common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 throughout the Initial Term; (b) If the Executive’s 's employment ends as the result of Executive’s 's Incapacity, Executive shall be entitled to receive either available worker’s 's compensation benefits or insured benefits as provided by the Company’s 's disability policy. In addition, Executive is entitled to receive the Company's common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive's employment terminates as the result of Executive's Incapacity (and shall not be entitled to receive any additional common stock for any years after the year in which Executive's employment terminated as the result of Executive's Incapacity); (c) If the Executive’s 's employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death. In addition, Executive (or his estate) is entitled to receive the Company's common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive's employment terminates as the result of Executive's death (and shall not be entitled to receive any additional common stock for any years after the year in which Executive's employment terminated as the result of Executive's death); (d) If the Executive’s 's employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. In addition, Executive is entitled to receive the Company's common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive's employment terminates as the result of Voluntary Termination (and shall not be entitled to receive any additional common stock for any years after the year in which Executive's employment terminated as the result of Voluntary Termination); or (e) If the Executive’s 's employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. In addition, Executive is entitled to receive the Company's common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive's employment terminates as the result of Termination for Cause (and shall not be entitled to receive any additional common stock for any years after the year in which Executive's employment terminated as the result of Termination for Cause). ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s 's employment not been terminated. Upon the making of the last of such paymentspayment, the Company will have no further Severance Payment obligation to the Executive. All payments payment shall be subject to applicable withholding and other taxes. ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “"Severance Period”") and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s 's life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“"Welfare Plan Benefits”") at a cost to the Company which is not greater than the cost the Company paid to him in effect immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that cost to the Company was contributing toward the purchase of purchasing the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available actually received from another employer. Executive shall have employer by the duty to fully and promptly advise Company of any available benefits offeredExecutive's participation in, whether accepted or notreceipt of, no later than three (3) business days after any such comparable benefits. ARTICLE 2.4.4 The Executive's right to receive, and the Company's obligation to pay and provide any of the payments and benefits are offeredprovided for in this Article 2.4 shall be subject to (a) the Executive's compliance with, and observance of, all of the Executive's obligations under this Agreement that continue beyond the Termination Date, and (b) the Executive's execution, delivery, and non-revocation of, and performance under, a general release in favor of the Company and its Affiliates in a form attached hereto as Exhibit "B".