Common use of Severance Payment Clause in Contracts

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Involuntary Termination, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth twelve (1/12th12) months of the sum of (i) the Executive’s Base Salary, as in effect at Salary which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following the Change in Corporate ControlTermination Date, and (ii) the average one-fourth of such amount shall be payable within ten (10) days of each of the annual bonuses paid to the Executive for the prior two fiscal years three-month, six-month and nine-month anniversaries of the Company ending prior to the Change Termination Date (and in Corporate Controleach case no interest shall accrue on such amount); provided, however, that if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash severance payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the provision Executive shall be entitled to receive, within ten (10) days following the Executive’s Involuntary Termination, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the in-kind benefits during one Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. IfWithout limiting the provisions of the foregoing Section, assuming Key Employee’s employment with the Company shall have been continuous from Key Employee’s start date through the occurrence of the applicable event, and provided Key Employee executes and delivers to the Company, within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the termination date (with any revocation periods having expired without any revocations by Key Employee), a separation agreement that includes a general release of claims against the Company and persons affiliated with the Company substantially in the form attached hereto as Exhibit A (the “Release”), then: a. In the event of any Termination without Cause (as defined below) or any Constructive Termination (as defined below) which occurs during the Employment Term at any time during period commencing one (1) month prior to a Change in Control (as defined below) and terminating twelve (12) months after such Change in Control (the “Change in Control Period”), Key Employee will be entitled to the following: i. a lump sum payment (paid on the sixtieth (60th) day following such termination of employment) equal to the sum of (A) Key Employee’s then current base salary rate calculated for a period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (iiB) one (1) times the average Target Bonus calculated for a period of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after (i.e., no proration); and ii. if Key Employee elects to continue Key Employee’s health insurance coverage under COBRA, then the Company will reimburse Key Employee for the same portion of Key Employee’s monthly premiums over such twelve (12) month period under COBRA (or, if applicable, such lesser period as is available to Key Employee under COBRA) as the Company is then paying (relative to health insurance coverage) for active employees; and b. In the event of any Termination without Cause or any Constructive Termination which occurs outside of a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good ReasonPeriod, he shall Key Employee will be entitled to continued the following: i. a lump sum payment (paid on the sixtieth (60th) day following such termination of employment) equal to Key Employee’s then current base salary rate calculated for a period of twelve (12) months; and ii. if Key Employee elects to continue Key Employee’s health insurance coverage at under COBRA, then the Company will reimburse Key Employee for the same portion of Key Employee’s monthly premiums over such twelve (12) month period under COBRA as the Company is then paying (relative to health insurance coverage) for active employees; and iii. the vesting arrangements with respect to any equity-based compensation (e.g., any stock options and any shares of restricted stock) other than any equity-based incentive awards that are earned based upon achievement of performance measures during a performance period (which shall remain subject to the terms of the applicable award agreement), will thereupon accelerate such that Key Employee will be vested in an additional twelve (12) months’ worth of vesting beyond the date of such Termination without Cause or Constructive Termination, with the Company’s expense under any health insurance programs maintained by the Company standard post-termination exercise period as set forth in which the Executive participated at the time of his termination, which coverage such equity award. The following definitions shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, apply for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.this Section:

Severance Payment. IfIn the event of the Executive’s termination of employment under the circumstances described below, then, in addition to the payments and benefits described in Section 5(a) above, the Company shall, during the Employment Term at any time during the period of twelve (12) consecutive months month period immediately following the occurrence Date of a Change in Corporate ControlTermination (the “Severance Period”), pay to the Executive is involuntarily an amount (the “Severance Payment”) calculated and paid as described below: (i) If the Executive’s employment shall be terminated (other than for Cause) or by the Executive terminates his employment for Good ReasonCompany without Cause pursuant to Section 4(a)(iv), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive Severance Payment shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Annual Base Salary. Subject to the provisions of Section 8, as the Severance Payment shall be paid in effect equal installments during the Severance Period, at the same time of and in the Change in Corporate Control, and (ii) same manner as the average of the annual bonuses Annual Base Salary would have been paid to had the Executive for the prior two fiscal years of the Company ending prior to the Change remained in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if active employment during the Employment Term within twelve (12) months after a Change Severance Period, in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at accordance with the Company’s expense under any health insurance programs maintained by normal payroll practices in effect on the Company in which the Executive participated at the time Date of his terminationTermination. For purposes of Section 409A (including, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefitswithout limitation, for purposes of Section 409A 1.409A-2(b)(2)(iii) of the Code Department of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (and the regulations and other guidance issued thereunder“Installment Payments”) shall be provided treated as a right to receive a series of separate monthly in-kind payments of those benefitsand, accordingly, each Installment Payment shall at all times be considered a separate and distinct payment. In addition, to the extent those benefits are subject the Executive shall earn compensation during the Severance Period (without regard to when such compensation is paid), the Severance Payment to be made by the Company pursuant to this Section 5(b)(i) shall be correspondingly reduced in compliance with Section 409A. In order to implement the provisions of this Section 5(b)(i), the Executive shall promptly notify the Company of any subsequent employment during the Severance Period and not otherwise excepted from provide the Company with information regarding the Executive’s compensation. (ii) In addition, if the Executive’s employment shall be terminated by the Company without Cause pursuant to Section 409A 4(a)(iv), then to the extent the Executive or any of the CodeExecutive’s dependents may be covered under the terms of any medical or dental plans of the Company for active employees immediately prior to the Date of Termination, provided the Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide the Executive and those dependents with coverage for the duration of the Severance Period, and such coverage shall be equivalent to the coverage received while the Executive was employed with the Company, with Executive required to pay the same amount as the Executive would pay if the Executive continued in employment with the Company during such period; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company or violate any nondiscrimination requirements then applicable with respect to the Company’s plans. The coverages under this Section 5(b)(ii) may be procured directly by the Company apart from, and outside of the terms of the respective plans, provided that the Executive and the Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company shall not exceed the cost for continued COBRA coverage based on the cost sharing set forth above in this Section 5(b)(ii). Notwithstanding anything to the contrary contained herein, in the event the Executive or any of the Executive’s dependents become eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer, the Company’s obligations under this Section 5(b)(ii) shall cease with respect to the eligible Executive and/or dependent. In order to implement the provision of this Section 5(b)(ii), the in-kind Executive shall promptly notify the Company of any subsequent employment during the Severance Period and provide the Company with information regarding medical and/or dental coverage available. (iii) The payments and benefits during one calendar year described in Section 5(b) shall not affect the in-kind be in lieu of notice or any other severance payments or benefits to which the Executive might otherwise be entitled. Notwithstanding anything herein to the contrary, (A) no portion of the payments or benefits described in clauses (i) and (ii) shall be paid or provided unless, as of the thirtieth (30th) day following the Date of Termination, the Executive has timely executed a general waiver and release of claims agreement in the Company’s customary form (which release shall be delivered by the Company to the Executive within seven (7) days after the Date of Termination) and such release has not been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such release is revocable under applicable law (and such revocation period has expired), and (B) as of the first date on which the Executive violates any covenant contained in Section 6, any remaining portion of the payments or benefits described in clauses (i) and (ii) shall thereupon be forfeited. (iv) The provisions of this Section 5 shall supersede in their entirety any severance payment provisions in any severance plan, policy, program or other calendar yeararrangement maintained by the Company.

Severance Payment. If, during If the Employment Term at any time during the period of Executive resigns with Good Reason within twelve (12) consecutive months following the occurrence of after a Change in Corporate Control, Control the Executive is involuntarily terminated shall be entitled to receive (other than for Causewithout duplication) or the Executive terminates his employment for Good ReasonAccrued Obligations, and, in consideration of the Executive’s release and waiver of claims in accordance with Section 9(f), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive lieu of the Releasebenefits described in Sections 9(a)(i), (ii), (iii) and (iv), the Executive shall be entitled to receive (i) a lump sum severance single cash payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (ix) two times the Executive’s Executive annual Base Salary, as in effect at the time of the Change in Corporate Control, and plus (iiy) two times the average of the annual cash bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal ; and (or similar publicationii) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated entitled to elect continuation coverage under the Company’s group health plan pursuant to applicable law (other than for Cause) or including but not limited to COBRA and/or applicable employment standards legislation), the Executive terminates his employment for Good Reason, he shall be entitled to provided continued coverage coverage, at the Company’s expense expense, under any group health insurance programs plan maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen twelve (1812) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the group health benefits provided under the immediately preceding sentence are otherwise taxable to the ExecutiveExecutive under the Code, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. If(i) In the event of the Executive’s termination of employment (1) by the Company without Cause pursuant to Section 4(a)(iv) or (2) by the Executive’s resignation for Good Reason pursuant to Section 4(a)(v), then, in addition to the payments and benefits described in Section 5(a) above, the Company shall, during the Employment Term at any time during period beginning on the period Date of twelve Termination and ending on the first (121st) consecutive months following anniversary of the occurrence Date of a Change in Corporate ControlTermination (the “Severance Period”), pay to the Executive is involuntarily terminated an amount (other than for Causethe “Severance Payment”) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (iA) the Executive’s Annual Base Salary, as Salary for the year in effect at which the time Date of the Change in Corporate ControlTermination occurs, and (iiB) the average of the annual bonuses Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination occurs; provided that, in the case of such a termination prior to January 1, 2014, the amount in the foregoing clause (B) shall instead be the target Annual Bonus for calendar year 2013, prorated based on the prior two fiscal years number of days that the Executive is employed by the Company during the period beginning on the Effective Date and ending on December 31, 2013, and in the case of such a termination in 2014, the amount in the foregoing clause (B) shall be annualized. The Company shall subsidize the Executive’s COBRA premiums with respect to continued coverage under the Company’s health plans so that the Executive will pay the same premium as that of an active employee of the Company ending for health coverage for the duration of the Severance Period; provided that such subsidies will cease as of the date, if any, that the Executive becomes covered under the group health plans of another employer. (ii) The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. Notwithstanding anything herein to the contrary, (A) no portion of the Severance Payment shall be paid unless, on or prior to the Change thirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement in Corporate Control, if any. Such present value the Company’s customary form (which release shall be calculated using a discount rate equal to delivered by the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made Company to the Executive within sixty seven (607) days following after the date Date of Termination and shall not require the Executive to release or waive any vested benefits or claims that arise for the first time after the Effective Date), and such release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such involuntary terminationrelease is revocable under applicable law, and (B) as of the first date on which the Executive violates any covenant contained in Section 6, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. In additionSubject to the provisions of Section 8, if the Severance Payment shall be paid in equal installments during the Employment Term within twelve (12) months after a Change Severance Period, at the same time and in Corporate Control the same manner as the Annual Base Salary would have been paid had the Executive is involuntarily terminated (other than for Cause) or remained in active employment during the Executive terminates his employment for Good ReasonSeverance Period, he shall be entitled to continued coverage at in accordance with the Company’s expense under normal payroll practices in effect on the Date of Termination; provided that any health insurance programs maintained by installment that would otherwise have been paid prior to the Company in which first normal payroll payment date occurring on or after the Executive participated at thirtieth (30th) day following the time Date of his termination, which coverage shall be continued for eighteen Termination (18) months or until, if earliersuch payroll date, the date “First Payment Date”) shall instead be paid on the Executive obtains comparable coverage under a group health plan maintained by a new employerFirst Payment Date. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the ExecutiveFor purposes of Section 409A (including, such benefitswithout limitation, for purposes of Section 409A 1.409A-2(b)(2)(iii) of the Code Department of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (and the regulations and other guidance issued thereunder“Installment Payments”) shall be provided treated as a right to receive a series of separate monthly in-kind payments of those benefitsand, accordingly, each Installment Payment shall at all times be considered a separate and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardistinct payment.

Severance Payment. If, during If the Employment Term at any time during the period of Executive resigns with Good Reason within twelve (12) consecutive months following the occurrence of after a Change in Corporate Control, Control the Executive is involuntarily terminated shall be entitled to receive (other than for Causewithout duplication) or the Executive terminates his employment for Good ReasonAccrued Obligations, and, in consideration of the Executive’s release and waiver of claims in accordance with Section 9(f), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive lieu of the Releasebenefits described in Sections 9(a)(i), (ii), (iii) and (iv), the Executive shall be entitled to receive a lump sum severance receive: (i) A single cash payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (ix) two times the Executive’s Executive annual Base Salary, as in effect at the time of the Change in Corporate Control, and plus (iiy) two times the average of the annual cash bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate any plus (z) two times the average amount granted under the Equity Plan Participation to the Executive for the prior two fiscal years of the Company; (ii) A single cash payment equal to the interest rate on 90-day Treasury bills, as reported in product of (x) the Wall Street Journal (or similar publication) on Annual Bonus earned by the date Executive for the fiscal year of the Change in Corporate Control. Such lump sum payment shall be made to Company ended immediately before the Date of Termination and (y) a fraction, the numerator of which is the number of days the Executive within sixty (60) days following was employed by the date of such involuntary termination. In addition, if Company during the Employment Term within twelve fiscal year that includes the Date of Termination and the denominator of which is 365; and (12iii) months after a Change in Corporate Control If the Executive is involuntarily terminated entitled to elect continuation coverage under the Company’s group health plan pursuant to applicable law (other than for Cause) or including but not limited to COBRA and/or applicable employment standards legislation), the Executive terminates his employment for Good Reason, he shall be entitled to provided continued coverage coverage, at the Company’s expense expense, under any group health insurance programs plan maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen twelve (1812) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the group health benefits provided under the immediately preceding sentence are otherwise taxable to the ExecutiveExecutive under the Code, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence If Executive’s employment is terminated as a result of a Change in Corporate ControlQualifying Termination, the Company shall pay Executive is involuntarily terminated within thirty (other than for Cause30) or days after the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive Qualifying Termination a cash lump sum severance payment equal to two (2) times the present value Executive’s Compensation (the “Severance Payment”). (a) For purposes of a series of monthly payments for twenty-four (24) monthsthis Agreement, each in an amount Executive’s “Compensation” shall equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salaryhighest annual salary rate with the Company within the three year period ending on the date of Executive’s Qualifying Termination, as plus (ii) a “Bonus Increment.” The Bonus Increment shall equal the annualized average of all bonuses and incentive compensation payments paid to Executive during the two (2) year period immediately before the date of Executive’s Qualifying Termination under all of the Company’s bonus and incentive compensation plans or arrangement. (b) [Intentionally Deleted.] (c) The Severance Payment hereunder is in effect lieu of any severance payment that Executive might otherwise be entitled to from the Company in the event of a Change in Control under the Company’s applicable severance pay policies, if any, or under any other oral or written agreement; provided , however , that Executive shall continue to be entitled to receive the severance pay benefits under the Company’s applicable policies, if any, or under another written agreement if and to the extent Executive’s termination is not a Qualifying Termination after, or within thirty (30) days prior to, a Change in Control. (d) Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s termination of employment with the Change Company, Executive is a “specified employee” as defined in Corporate ControlSection 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the average one or more of the annual bonuses paid payments or benefits received or to be received by Executive pursuant to this Agreement (or any portion thereof) would become subject to the Executive for the prior two fiscal years additional tax under Section 409A(a)(1)(B) of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (Code or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (any other than for Cause) taxes or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense penalties imposed under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, no such payment or benefit will be provided under this Agreement until the earlier of (a) the date which is six (6) months after Executive’s “separation from service” or (b) the date of Executive’s death, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes. The provisions of this Section 6(d) shall be provided as separate monthly in-kind payments of those benefits, and only apply to the minimum extent those benefits are subject required to and not otherwise excepted from avoid Executive’s incurrence of any Section 409A Taxes. In addition, if any provision of this Agreement would cause Executive to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Involuntary Termination, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth nine (1/12th9) months of the sum of (i) the Executive’s Base Salary, as in effect at Salary which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following the Change in Corporate ControlTermination Date, and (ii) the average one-fourth of such amount shall be payable within ten (10) days of each of the annual bonuses three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Code Section 409A, such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive, within ten (10) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; and (b) the amount equal to the target Cash Bonus then in effect for the Executive for the prior two fiscal years year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, if the Executive’s target bonus at 50% of the Company ending prior then Base Salary equals $120,000 for the calendar year and the Executive is terminated on October 15th as a result of an Involuntary Termination, then the payment described in clause (b) shall equal $100,000 (i.e., ten (10) months’ prorated bonus at fifty percent (50%) of the then Base Salary with October counting as a month worked). Any such amount paid with respect to the Change in Corporate Control, if any. Such present value Cash Bonus shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) paid on the date of the Change in Corporate Control. Such lump sum payment shall be made that annual bonuses are paid to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearsimilarly situated executives.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence If Executive’s employment is terminated as a result of a Change in Corporate ControlQualifying Termination, the Company shall pay Executive is involuntarily terminated within thirty (other than for Cause30) or days after the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive Qualifying Termination a cash lump sum severance payment equal to two (2) times the present value Executive’s Compensation (the “Severance Payment”). (a) For purposes of a series of monthly payments for twenty-four (24) monthsthis Agreement, each in an amount Executive’s “Compensation” shall equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salaryhighest annual salary rate with the Company within the three year period ending on the date of Executive’s Qualifying Termination, as plus (ii) a “Bonus Increment.” The Bonus Increment shall equal the annualized average of all bonuses and incentive compensation payments paid to Executive during the two (2) year period immediately before the date of Executive’s Qualifying Termination under all of the Company’s bonus and incentive compensation plans or arrangement. (b) [Intentionally Deleted.] (c) The Severance Payment hereunder is in effect lieu of any severance payment that Executive might otherwise be entitled to from the Company in the event of a Change in Control under the Company’s applicable severance pay policies, if any, or under any other oral or written agreement; provided, however, that Executive shall continue to be entitled to receive the severance pay benefits under the Company’s applicable policies, if any, or under another written agreement if and to the extent Executive’s termination is not a Qualifying Termination after, or within thirty (30) days prior to, a Change in Control. (d) Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s termination of employment with the Change Company, Executive is a “specified employee” as defined in Corporate ControlSection 409A of the Code, and (ii) the average one or more of the annual bonuses paid payments or benefits received or to be received by Executive pursuant to this Agreement (or any portion thereof) would become subject to the Executive for the prior two fiscal years additional tax under Section 409A(a)(1)(B) of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (Code or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (any other than for Cause) taxes or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense penalties imposed under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, no such payment or benefit will be provided under this Agreement until the earlier of (a) the date which is six (6) months after Executive’s “separation from service” or (b) the date of Executive’s death, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes. The provisions of this Section 6(d) shall be provided as separate monthly in-kind payments of those benefits, and only apply to the minimum extent those benefits are subject required to and not otherwise excepted from avoid Executive’s incurrence of any Section 409A Taxes. In addition, if any provision of this Agreement would cause Executive to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth twelve (1/12th12) months of Executive’s Base Salary which shall be paid according to the sum of following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Executive’s Base Salary, as in effect at the time of the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses paid to the Executive for the prior two fiscal years balance of such amount shall be payable within ten (10) days of each of the Company ending prior to the Change in Corporate Controlthree-month, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90six-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date month and nine-month anniversaries of the Change Termination Date (and in Corporate Control. Such lump sum payment each case no interest shall be made to the Executive within sixty (60) days following the date of accrue on such involuntary termination. In additionamount); provided, however, that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash severance payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the provision Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the in-kind benefits during one Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. If, during (i) In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence event of a Termination Upon Change in Corporate of Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months of Executive's Annual Base Salary which shall be paid according to the following schedule (subject to Section 4(d)(iv)): (a) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days of following the Termination Date, and (b) one-fourth of the balance of such amount shall be payable within ten (10) days of each of the three-month, six-month, nine-month and twelve month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409 A of the Internal Revenue Code of 1986, as amended (the “Code”) would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of Executive's Termination Upon Change of Control, Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with Company as of a given date which is after a Change the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in Corporate Control effect for Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months Executive remained in the employ of Company; provided, however, that if Section 409 A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if Executive's target bonus at 100% equals $120,000 for the calendar year and Executive is involuntarily terminated on October 15th, then the foregoing payment shall equal $100,000 (i.e., ten (10) months' prorated bonus at one hundred percent (100%) with October counting as a full month worked). (ii) If Company terminates Executive's employment other than for Cause) or the , Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at receive an amount equal to six (6) months of Executive's Annual Base Salary which shall be paid according to the following schedule (subject to Section 4(d)(iv)): one-sixth (1/6th) of such amount shall be payable each month during the (6) month period following such termination in accordance with Company’s expense under any health insurance programs maintained by regular payroll schedule; provided, however, that if Section 409A of the Company in which the Executive participated at the time of his terminationCode would otherwise apply to such cash severance payment, which coverage it instead shall be continued for eighteen paid at such time as permitted by Section 409A of the Code. (18iii) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable Notwithstanding anything in this Agreement to the Executivecontrary, such benefits, for purposes payments to be made upon a termination of employment under this Agreement will be made upon a “separation from service” within the meaning of Section 409A of the Code Code. (iv) Executive shall forfeit all rights to payment of severance pursuant to this Section 4(d) or otherwise unless he signs and the regulations delivers a general release and other guidance issued thereunder) shall be provided as separate monthly in-kind payments separation agreement, in form and substance reasonably acceptable to Company within 60 days after Executive’s termination of those benefits, and employment. Notwithstanding anything to the extent those benefits are contrary contained herein, no severance payment will be due and payable until Executive executes and delivers such general release and separation agreement and it is not subject to and not otherwise excepted from Section 409A of the Coderevocation, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearif applicable.

Severance Payment. If(i) Notwithstanding anything to the contrary in this Agreement, during in the Employment Term at event the Executive’s employment shall be terminated by the Company or by the Executive’s resignation for any time during reason within the period first ninety (90) days of twelve initial employment with the Company (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason“Introductory Period”), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal only the payments and benefits described in Section 5(a) above. (ii) In the event the Executive’s employment shall be terminated by the Company without Cause or by the Executive’s resignation for Good Reason after completion of the Introductory Period, then, in addition to the present value of a series of monthly payments for twenty-four (24and benefits described in Section 5(a) monthsabove, each the Company shall, during the Severance Period, pay to the Executive in equal installments, an amount equal to one-twelfth (1/12th) 18 months of the sum of (i) the Executive’s Annual Base Salary, as Salary in effect at the time Date of Termination (the Change in Corporate Control, “Severance Payment”); and (ii2) to the average of the annual extent that bonuses are paid to the Executive other Senior Executives for the prior two fiscal years year in which the Date of the Company ending prior to the Change in Corporate ControlTermination occurs, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the then Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued a pro-rata share of his or her bonus; and (3) for a period of two years following the Date of Termination, the Company shall continue to provide or pay the cost of Medical and Health benefits to Executive and/or Executive’s family. If the Executive becomes reemployed with another employer during such period and is eligible to receive employee medical and health benefits under another employer provided plan, the Company shall not be obligated to continue to provide the Medical and Health benefits, to the extent that reasonably similar medical and health benefits are available to the Executive pursuant to such employer-provided plan. The Company may satisfy its obligations under this Section 5(b)(ii), by paying the applicable premiums for continuation coverage pursuant to COBRA for Executive and/or his family, for as long as such COBRA coverage is available under the law; provided however, that if any COBRA coverage cannot be extended the full two years required by Section 5(b)(ii)(3), the Company shall pay for reasonably similar medical and health benefits during the period beginning when COBRA coverage ceases and the end of the two year period as set forth in Section 5(b)(ii)(3). (iii) The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. Notwithstanding anything herein to the contrary, (A) no portion of the Severance Payment shall be paid unless, on or prior to the thirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit A (the “Release”), which Release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such Release is revocable under applicable law, and (B) as of the first date on which the Executive violates any covenant contained in Section 7, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Subject to the provisions of Section 9, the Severance Payment shall be paid in equal installments during the Severance Period, at the same time and in the same manner as the Annual Base Salary would have been paid had the Executive remained in active employment during the Severance Period, in accordance with the Company’s expense under normal payroll practices in effect on the Date of Termination; provided that any health insurance programs maintained by installment that would otherwise have been paid prior to the Company in which first normal payroll payment date occurring on or after the Executive participated at thirtieth (30th) day following the time Date of his termination, which coverage shall be continued for eighteen Termination (18) months or until, if earliersuch payroll date, the date “First Payment Date”) shall instead be paid on the Executive obtains comparable coverage under a group health plan maintained by a new employerFirst Payment Date. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable In no event shall any Severance Payment be made prior to the Executivethirtieth (30th) day following the Date of Termination. For purposes of Section 409A (including, such benefitswithout limitation, for purposes of Section 409A 1.409A-2(b)(2)(iii) of the Code Department of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (and the regulations and other guidance issued thereunder“Installment Payments”) shall be provided treated as a right to receive a series of separate monthly in-kind payments of those benefitsand, accordingly, each Installment Payment shall at all times be considered a separate and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardistinct payment.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of 1.5 times the sum of amount set forth in Section 4.1 which shall be paid according to the following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Executive’s Base Salary, as in effect at the time of the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses paid to the Executive for the prior two fiscal years balance of such amount shall be payable within ten (10) days of each of the Company ending prior to the Change in Corporate Controlthree-month, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90six-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date month and nine-month anniversaries of the Change Termination Date (and in Corporate Control. Such lump sum payment each case no interest shall be made to the Executive within sixty (60) days following the date of accrue on such involuntary termination. In additionamount); provided, however, that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash severance payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the provision Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the in-kind benefits during one Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence If Executive’s employment is terminated as a result of a Change in Corporate ControlQualifying Termination, the Company shall pay Executive is involuntarily terminated within thirty (other than for Cause30) or days after the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive Qualifying Termination a cash lump sum severance payment equal to one (1) times the present value Executive’s Compensation (the “Severance Payment”). (a) For purposes of a series of monthly payments for twenty-four (24) monthsthis Agreement, each in an amount Executive’s “Compensation” shall equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salaryhighest annual salary rate with the Company within the three year period ending on the date of Executive’s Qualifying Termination, as plus (ii) a “Bonus Increment.” The Bonus Increment shall equal the annualized average of all bonuses and incentive compensation payments paid to Executive during the two (2) year period immediately before the date of Executive’s Qualifying Termination under all of the Company’s bonus and incentive compensation plans or arrangement. (b) [Intentionally Deleted.] (c) The Severance Payment hereunder is in effect lieu of any severance payment that Executive might otherwise be entitled to from the Company in the event of a Change in Control under the Company’s applicable severance pay policies, if any, or under any other oral or written agreement; provided, however , that Executive shall continue to be entitled to receive the severance pay benefits under the Company’s applicable policies, if any, or under another written agreement if and to the extent Executive’s termination is not a Qualifying Termination after, or within thirty (30) days prior to, a Change in Control. (d) Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s termination of employment with the Change Company, Executive is a “specified employee” as defined in Corporate ControlSection 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the average one or more of the annual bonuses paid payments or benefits received or to be received by Executive pursuant to this Agreement (or any portion thereof) would become subject to the Executive for the prior two fiscal years additional tax under Section 409A(a)(1)(B) of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (Code or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (any other than for Cause) taxes or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense penalties imposed under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, no such payment or benefit will be provided under this Agreement until the earlier of (a) the date which is six (6) months after Executive’s “separation from service” or (b) the date of Executive’s death, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes. The provisions of this Section 6(d) shall be provided as separate monthly in-kind payments of those benefits, and only apply to the minimum extent those benefits are subject required to and not otherwise excepted from avoid Executive’s incurrence of any Section 409A Taxes. In addition, if any provision of this Agreement would cause Executive to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. IfSubject to the Employee signing and not revoking a release of claims in a form prescribed by the Corporation and the Employee remaining in strict compliance with the terms of this Agreement and any other written agreements between the Corporation and the Employee, during the Employment Employee shall be entitled to receive the following amount as severance pay, subject to such amount being reduced as provided below (referred to in this Section 6(b)(iii) as the “Severance Payment”): (1) an amount equal to the pro rata Bonus for the fiscal year in which the Date of Termination occurs, determined by pro rating the Bonus the Employee would have received had the Employee remained employed through the payment date of any such Bonus (the proration shall be a fraction whose numerator is the number of days the Employee was employed by the Corporation that fiscal year through and including the Date of Termination and the denominator is 365), payable at the same time as bonuses are paid to other then-current officers of the Corporation under the then-applicable Short Term at any time during Plan for the period fiscal year in which the Date of Termination occurs, plus (2) an amount equal to one times the Employee’s Base Salary as of the Date of Termination, payable in substantially equal installments in accordance with the Corporation’s normal payroll policies commencing on the Date of Termination and continuing for twelve (12) consecutive months following months; provided, however, that any Severance Payment installments payable under this Section 6(b)(iii) that otherwise would be paid during the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within first sixty (60) days following after the date Date of such involuntary termination. In addition, if during Termination will be delayed and included in the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable first installment paid to the ExecutiveEmployee on the first payroll date that is more than sixty (60) days after the Date of Termination, such benefitsand provided further that if the Employee is considered a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) as of the Date of Termination, then no payments of deferred compensation payable due to Employee’s separation from service for purposes of Section section 409A of the Code (and the regulations and other guidance issued thereunder) shall be made under this Agreement until the Corporation’s first regular payroll date that is after the first day of the seventh (7th) month following the Date of Termination and included with the installment payable on such payroll date, if any, without adjustment for interest or earnings during the period of delay. Furthermore, any Severance Payment owed to the Employee under subsections (A) or (B) above will be reduced by the amount of any compensation earned by the Employee for any consulting or employment services provided as separate monthly inon a substantially full-kind payments time basis during the period of those benefitstime Employee receives Severance Payment installments under subsection (A) or (B) above, and to the extent those benefits are subject such compensation is payable by an entity unrelated to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearCorporation.

Severance Payment. If, during (i) In the Employment Term at any time during event the period of twelve (12) consecutive months following Executive’s employment shall be terminated by the occurrence of a Change in Corporate Control, Company without Cause or by the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment Executive’s resignation for Good Reason, then subject then, in addition to compliance with the restrictive covenants payments and benefits described in Section 9 and Section 10 and 5(a) above, the execution and timely return by Company shall, during the Severance Period, pay to the Executive in equal installments, an amount equal to 18 months of Executive’s Annual Base Salary in effect at the ReleaseDate of Termination (the “Severance Payment”); and (2) to the extent that bonuses are paid to other Senior Executives for the fiscal year in which the Date of Termination occurs, the then Executive shall be entitled to a pro-rata share of his or her bonus; and (3) for a period of two years following the Date of Termination, the Company shall continue to provide or pay the cost of Medical and Health benefits to Executive and/or Executive’s family. If the Executive becomes reemployed with another employer during such period and is eligible to receive a lump sum severance payment equal employee medical and health benefits under another employer provided plan, the Company shall not be obligated to continue to provide the Medical and Health benefits, to the present value of a series of monthly payments extent that reasonably similar medical and health benefits are available to the Executive pursuant to such employer-provided plan. The Company may satisfy its obligations under this Section 5(b)(i), by paying the applicable premiums for twenty-four (24) monthscontinuation coverage pursuant to COBRA for Executive and/or his family, each in an amount equal to one-twelfth (1/12th) for as long as such COBRA coverage is available under the law; provided however, that if any COBRA coverage cannot be extended the full two years required by Section 5(b)(i)(3), the Company shall pay for reasonably similar medical and health benefits during the period beginning when COBRA coverage ceases and the end of the sum two year period as set forth in Section 5(b)(i)(3). (ii) The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. Notwithstanding anything herein to the contrary, (iA) the Executive’s Base Salary, as in effect at the time no portion of the Change Severance Payment shall be paid unless, on or prior to the thirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement substantially in Corporate Controlthe form attached hereto as Exhibit A (the “Release”), which Release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such Release is revocable under applicable law, and (iiB) the average as of the annual bonuses paid first date on which the Executive violates any covenant contained in Section 7, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Subject to the provisions of Section 9, the Severance Payment shall be paid in equal installments during the Severance Period, at the same time and in the same manner as the Annual Base Salary would have been paid had the Executive for remained in active employment during the prior two fiscal years Severance Period, in accordance with the Company’s normal payroll practices in effect on the Date of the Company ending Termination; provided that any installment that would otherwise have been paid prior to the Change in Corporate Controlfirst normal payroll payment date occurring on or after the thirtieth (30th) day following the Date of Termination (such payroll date, if anythe “First Payment Date”) shall instead be paid on the First Payment Date. Such present value In no event shall any Severance Payment be calculated using a discount rate equal made prior to the interest rate on 90-thirtieth (30th) day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date Date of such involuntary terminationTermination. In additionFor purposes of Section 409A (including, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefitswithout limitation, for purposes of Section 409A 1.409A-2(b)(2)(iii) of the Code Department of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (and the regulations and other guidance issued thereunder“Installment Payments”) shall be provided treated as a right to receive a series of separate monthly in-kind payments of those benefitsand, accordingly, each Installment Payment shall at all times be considered a separate and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardistinct payment.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth eighteen (1/12th18) months of the sum of (i) the Executive’s Base Salary, as in effect at Salary which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses paid to the Executive for the prior two fiscal years balance of such amount shall be payable within ten (10) days of each of the Company ending prior to the Change in Corporate Controlthree-month, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90six-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date month and nine-month anniversaries of the Change Termination Date (and in Corporate Control. Such lump sum payment each case no interest shall be made to the Executive within sixty (60) days following the date of accrue on such involuntary termination. In additionamount); provided, however, that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash severance payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the provision Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the in-kind benefits during one Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. IfIn the event of the Executive’s Involuntary Termination, during the Employment Term at any time during after the period of date hereof the Executive shall be entitled to receive an amount equal to twelve (12) consecutive months of the Executive’s Base Salary which shall be paid according to the following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following the occurrence Termination Date, and (ii) one-fourth of a Change in Corporate Control, the Executive is involuntarily terminated such amount shall be payable within ten (other than for Cause10) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive days of each of the Releasethree-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Code would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive receive, within ten (10) days following the Executive’s Involuntary Termination, a lump sum severance payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the present value extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a series of monthly payments for twenty-four given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (ib) the Executive’s Base Salary, as target bonus then in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to for the Executive for the prior two fiscal years year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the Company ending prior to the Change in Corporate ControlCompany; provided, however, that if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. To illustrate, if the provision of Executive’s target bonus at 100% equals $120,000 for the in-kind benefits during one calendar year and the Executive is terminated on October 15th, then the foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked). For the avoidance of doubt, this section shall not affect apply to the in-kind benefits to be provided bonuses referenced in any other calendar yearExecutive’s Employment Offer Letter dated as of January 31, 2017.

Severance Payment. If, during the Employment Term at any time during the period of If within twelve (12) consecutive months following the occurrence a Change in Control, including in anticipation of a Change in Corporate Control, any member of the Executive is involuntarily terminated (other than for Cause) Group terminates Executive’s employment without Cause or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Company will pay Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the twelve (12) months of Executive’s Base Salary, as base salary that is in effect at the time immediately preceding the termination of the Change in Corporate Control, Executive’s employment without Cause or for Good Reason and (ii) the average amount of the annual bonuses bonus paid to Executive by the Executive Group for the prior two fiscal years preceding calendar year. Subject to the provisions of Section 3, such severance payment shall be paid in a lump sum to Executive within ten (10) days of the termination of Executive’s employment; provided, however that the severance payment may be subject to the reduction set forth below: (i) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Group or any entity which effectuates a Change in Control (or any of its affiliated entities) to or for the benefit of Executive (whether pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax (the “Excise Tax”) under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the amounts payable to Executive under this Agreement shall be reduced to the maximum amount as will result in no portion of the Payments being subject to such excise tax (the “Safe Harbor Cap”). For purposes of reducing the Payments to the Safe Harbor Cap, only amounts payable to Executive under this Agreement (and no other Payments) shall be reduced, unless consented to by Executive. (ii) All determinations required to be made under this Agreement shall be made by the public accounting firm that is retained by the Company ending as of the date immediately prior to the Change in Corporate Control, if any. Such present value Control (the “Accounting Firm”) which shall be calculated using a discount rate equal provide detailed supporting calculations both to the interest rate on 90-day Treasury billsCompany and Executive within fifteen (15) business days of the receipt of notice from the Company or the Executive that there has been a Payment, or such earlier time as reported is requested by the Company. Notwithstanding the foregoing, in the Wall Street Journal event (or similar publicationi) on the date of Board shall determine prior to the Change in Corporate Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). Such lump sum payment If payments are reduced to the Safe Harbor Cap, the Accounting Firm shall provide a reasonable opinion to Executive that he or she is not required to report any Excise Tax on his or her federal income tax return. All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at borne by the Company’s expense under any health insurance programs maintained . If the Accounting Firm determines that no Excise Tax is payable by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, it shall furnish Executive with a written opinion to such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefitseffect, and to the extent those benefits are subject effect that failure to report the Excise Tax, if any, on Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. In the event the Accounting Firm determines that the Payments shall be reduced to the Safe Harbor Cap, it shall furnish Executive with a written opinion to such effect. The determination by the Accounting Firm shall be binding upon the Company and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearExecutive.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth sixteen (1/12th16) months of the sum of (i) the Executive’s Base Salary, as in effect at which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses balance of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to receive, within ten (10) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; (b) the amount equal to one and a quarter (1.25) times the target Cash Bonus then in effect for the Executive for the prior two fiscal years of calendar year in which such termination occurs; and (c) the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate amount equal to the interest rate on 90-day Treasury billstarget Cash Bonus then in effect for the Executive for the calendar year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, as reported in if the Wall Street Journal (or similar publication) on the date Executive’s target bonus at 50% of the Change in Corporate Control. Such lump sum payment shall be made to then Base Salary equals $120,000 for the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control calendar year and the Executive is involuntarily terminated on October 15th as a result of a Termination Upon a Change of Control, then the payment described in clause (other than for Causec) or the Executive terminates his employment for Good Reasonshall equal $100,000 (i.e., he shall be entitled to continued coverage ten (10) months’ prorated bonus at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen fifty percent (1850%) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided then Base Salary with October counting as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeara month worked).

Severance Payment. If, during (i) In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence event of a Termination Upon Change in Corporate of Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months of Executive's Annual Base Salary which shall be paid according to the following schedule (subject to Section 4(d)(iv)): (a) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days of following the Termination Date, and (b) one-fourth of the balance of such amount shall be payable within ten (10) days of each of the three-month, six-month, nine-month and twelve month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of Executive's Termination Upon Change of Control, Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with Company as of a given date which is after a Change the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in Corporate Control effect for Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months Executive remained in the employ of Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if Executive's target bonus at 100% equals $120,000 for the calendar year and Executive is involuntarily terminated on October 15th, then the foregoing payment shall equal $100,000 (i.e., ten (10) months' prorated bonus at one hundred percent (100%) with October counting as a full month worked). (ii) If Company terminates Executive's employment other than for Cause) or the , Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at receive an amount equal to six (6) months of Executive's Annual Base Salary which shall be paid according to the following schedule (subject to Section 4(d)(iv)): one-sixth (1/6th) of such amount shall be payable each month during the (6) month period following such termination in accordance with Company’s expense under any health insurance programs maintained by regular payroll schedule; provided, however, that if Section 409A of the Company in which the Executive participated at the time of his terminationCode would otherwise apply to such cash severance payment, which coverage it instead shall be continued for eighteen paid at such time as permitted by Section 409A of the Code. (18iii) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable Notwithstanding anything in this Agreement to the Executivecontrary, such benefits, for purposes payments to be made upon a termination of employment under this Agreement will be made upon a “separation from service” within the meaning of Section 409A of the Code Code. (iv) Executive shall forfeit all rights to payment of severance pursuant to this Section 4(d) or otherwise unless he signs and the regulations delivers a general release and other guidance issued thereunder) shall be provided as separate monthly in-kind payments separation agreement, in form and substance reasonably acceptable to Company within 60 days after Executive’s termination of those benefits, and employment. Notwithstanding anything to the extent those benefits are contrary contained herein, no severance payment will be due and payable until Executive executes and delivers such general release and separation agreement and it is not subject to and not otherwise excepted from Section 409A of the Coderevocation, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearif applicable.

Severance Payment. IfIf the Company terminates Employee's employment with the Company for any reason other than for Cause, during or other than as a result of Employee's death or Disability, or if Employee terminates Employee's employment with the Employment Term Company for Good Reason, the Company shall pay Employee the following: (a) In the event Employee's employment is terminated at any time during prior to his six-month anniversary with Company, continue to pay Employee the per annum rate of salary in effect for Employee on the date of such termination for a period of three (3) months thereafter (the "Severance Payment"); (b) In the event Employee's employment is terminated at any time as of his six-month anniversary and up to the date of his fifth year anniversary with the Company, continue to pay Employee the per annum rate of salary in effect for Employee on the date of such termination for a period of six (6) months thereafter (the "Severance Payment"); (c) In the event Employee's employment is terminated at any time as of his five-year anniversary with the Company, or thereafter, continue to pay Employee the per annum rate of salary in effect for Employee on the date of such termination for a period of twelve (12) consecutive months following thereafter (the occurrence "Severance Payment"); (d) Continue Employee's medical and dental benefits at the level then in effect on the date of such termination for a Change in Corporate Controlperiod of the Severance Payment; provided, however, that if Employee secures other employment during such period that provides similar coverage, the Executive Company's obligation under this subsection (d) shall terminate; and (e) pay to Employee such bonus compensation under the Company's short-term incentive plan, if any, that is involuntarily terminated in proportion to the number of days Employee was employed in the fiscal year for which the bonus is calculated and paid, payable at the time such bonus is paid generally under the plan. (eg. If Employee was employed for 182 days in the fiscal year of employment termination, then Employee would receive 50% of the bonus payable for that fiscal year, less any partial payments already received by Employee.); (f) Permit Employee to retain and exercise all Options as set forth in Section 6 of this Agreement for the full duration of their term; and (g) At Employee's request, the Company shall repurchase all or part of any Company stock distributed to Employee, at its then current Fair Market Value as may be established by an independent appraiser (as mutually agreed upon by Employee and Company, and paid for by the Company) if the stock is not publicly traded. Any such repurchase shall be in accordance with applicable accounting rules to avoid adverse accounting treatment. In the event that: (x) The Company terminates Employee's employment with the Company for Cause; (y) Employee voluntarily terminates his employment with the Company (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance ); or (z) Employee's employment with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the ReleaseCompany is terminated due to Death or Disability, the Executive Company shall not be obligated to make any Severance Payments or bonus payments to Employee and Employee shall only be entitled to receive a lump sum severance payment equal of his Earned Salary and Vested Benefits up to and including the present value date of a series of monthly any such termination. Upon the payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) aforesaid sums by the Executive’s Base SalaryCompany, as in effect at the time all of the Change in Corporate Control, Company's obligations to make any further payments to Employee pursuant to this Agreement shall be terminated. The foregoing provisions of this Section 6 set forth the sole liability and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years obligation of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date event of a termination, other than any obligations of the Change in Corporate Control. Such lump sum payment shall Company that may be made required by law with respect to the Executive within sixty employee benefit plans (60) days following the date of such involuntary termination. In additione.g., if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearCOBRA requirements).

Severance Payment. If, during (i) In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence event of a Termination Upon Change in Corporate of Control, the Executive is involuntarily terminated (or if Company terminates Executive’s employment other than for Cause) Cause or the Executive terminates his employment resigns for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of eight months of Executive’s Annual Base Salary and $25,000, which shall be paid according to the following schedule (subject to Section 4(d)(iv)): (a) a lump sum payment equal to one-half of such amount shall be payable within ten days of following the Termination Date, and (b) one-fourth of the balance of such amount shall be payable within ten days of each of the three-month, six-month, nine-month and 12 month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of Executive’s termination for any reason other than (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and Cause or (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Executive’s resignation without Good Reason, he Executive shall be entitled to continued coverage at receive, within ten days following the Company’s expense under termination, a lump sum payment equal to 100% of (a) any health insurance programs maintained by actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months Executive participated at remained in the time employ of his terminationCompany; provided, which coverage however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be continued for eighteen (18) months or untilpaid at such time as permitted by Section 409A of the Code. To illustrate, if earlierExecutive’s target bonus at 100% equals $120,000 for the calendar year and Executive is terminated on October 15th, then the date the Executive obtains comparable coverage under foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable full month worked). (ii) [RESERVED] (iii) Notwithstanding anything in this Agreement to the Executivecontrary, such benefits, payments to be made upon a termination of employment under this Agreement will be made upon a “separation from service” within the meaning of Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code (and Code. To the regulations and other guidance issued thereunder) maximum extent permissible payments under this Agreement shall be provided treated as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted exempt from Section 409A first pursuant to the exception for short-term deferrals, then pursuant to the exception for payments related to separations from service, and then for de minimis amounts (iv) Executive shall forfeit all rights to payment of severance pursuant to this Section 4(d) or otherwise unless he signs and delivers a general release and separation agreement, in form and substance reasonably acceptable to Company within 60 days after Executive’s termination of employment. Notwithstanding anything to the Codecontrary contained herein, the provision of the in-kind benefits during one calendar year shall no severance payment will be due and payable until Executive executes and delivers such general release and separation agreement and it is not affect the in-kind benefits subject to be provided in any other calendar yearrevocation, if applicable.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Provided that the Executive is involuntarily not entitled to any benefits set forth in Section 4 below and subject to the Executive’s having executed and, if applicable, not revoked, a release of claims reasonably satisfactory to the Company (the “Release of Claims”), in the event the Executive’s employment is terminated (by the Company other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive the following (collectively, the “Severance Benefits”): (i) a lump sum cash payment, in lieu of any other severance payment equal pursuant to any other plan or agreement of the present value Company or any subsidiary thereof to which the Executive is otherwise entitled, of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth his then annual base salary as in effect immediately prior to the date of termination (1/12ththe “Severance Payment”); (ii) the bonus that would have been due the Executive for the year in which the Executive’s termination of employment occurs, calculated as if the Company achieved financial performance for that year equal to that set forth in the then most recent budget for that year approved by the Board of Directors of the Company, prorated for the number of months worked in the fiscal year the termination occurred (the “Bonus Payment”); (iii) continued medical, hospitalization, life and other insurance benefits being provided to the Executive and the Executive’s family at the date of termination, for a period of twelve (12) months after the date of termination; provided, however, that the Company shall have no obligation to continue to provide the Executive with such insurance benefits for any periods after the date the Executive obtains comparable benefits (with no significant pre existing condition exclusions) as a result of the Executive’s employment in a new position; and (iv) to the extent permitted under Section 409A of the Code, a lump sum settlement of all deferred compensation arrangements. Subject to Section 7, the Severance Payment and the Bonus Payment shall be payable in a lump sum within 10 business days following the effective date of the Release of Claims. The Executive shall not be entitled to the Severance Benefits if (i) the Executive’s Base Salary, employment is terminated by the Company for Cause or as in effect at the time a result of the Change in Corporate Control, and Executive’s death or Disability or (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by with the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearreason.

Severance Payment. If, If the Change in Control Date occurs during the Employment Term at any time during and the period of twelve (12) consecutive Executive's employment with the Company terminates within 12 months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the ReleaseControl Date, the Executive shall be entitled to receive the following benefits: (a) If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) the Company shall pay to the Executive in a lump sum severance payment equal to in cash within 30 days after the present value Date of a series Termination the aggregate of monthly payments for twenty-four the following amounts: (24A) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i1) the Executive’s Base Salary's base salary through the Date of Termination, (2) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (1), (2) and (3) being referred to as the "Accrued Obligations"); and (B) the Executive's highest annual base salary during the five-year period prior to the Change in Control Date; (ii) for one year after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; PROVIDED that if the Executive becomes re-employed with another employer and is eligible to receive a particular type of benefits (E.G., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits being referred to as the "Other Benefits"); and (iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until one year after the Date of Termination. (b) If the Executive voluntarily terminates his employment with the Company following the Change in Corporate ControlControl Date, excluding a termination for Good Reason, or if the Executive's employment with the Company is terminated by reason of the Executive's death or Disability following the Change in Control Date, then the Company shall (i) pay the Executive (or his estate, if applicable), the Accrued Obligations in a lump sum in cash within 30 days after the Date of Termination and (ii) timely pay or provide to the Executive the Other Benefits. (c) If the Company terminates the Executive's employment with the Company for Cause following the Change in Control Date, then the Company shall (i) pay the Executive, in a lump sum in cash within 30 days after the Date of Termination, the sum of (A) the Executive's annual base salary through the Date of Termination and (B) the amount of any compensation previously deferred by the Executive, in each case to the extent not previously paid, and (ii) the average of the annual bonuses paid timely pay or provide to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearOther Benefits.

Severance Payment. If, during Provided the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change parties execute this Agreement and Xxxxxxx does not revoke it as provided in Corporate ControlParagraph 7, the Executive Company agrees to: (a) Pay Xxxxxxx Five Hundred Forty Thousand Dollars ($540,000.00) in severance, which Xxxxxxx agrees is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) monthsmonths of his base salary, each payable on the Company’s ordinary payroll days, beginning on the first payroll date which is at least eight (8) business days following the Separation Date. Xxxxxxx agrees that this severance will be subject to lawful and ordinary deductions and withholdings; (b) Pay Xxxxxxx Two-Hundred Seventy-Five Thousand Two-Hundred Ninety-Two Dollars ($275,292.00), subject to lawful and ordinary deductions and withholdings, representing a supplemental severance payment payable in an amount equal a lump sum at least eight (8) business days following the Separation Date; (c) Pay Xxxxxxx for his 2014 accrued but unused vacation time totaling Three Thousand One-Hundred Two Dollars ($3,102.00) representing 23.90 hours; (d) Provided that Xxxxxxx elects COBRA continuation coverage, to one-twelfth (1/12th) the extent permitted by law, pay up to 100% of the sum COBRA premiums to continue medical, dental and vision insurance coverage under the Company’s group health insurance plan for Xxxxxxx (and his eligible dependents) in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and the terms of the Company’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) until the earlier of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive that is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months from the Separation Date or until(ii) the date on which Xxxxxxx becomes eligible for coverage under another employer’s medical, dental or vision plan. Xxxxxxx understands and agrees that payments made pursuant to this Paragraph 2(c) shall be included in his taxable income to the extent required by applicable law. The continuation of group health insurance under this paragraph is not intended to be deferred compensation that is subject to Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other authoritative guidance issued thereunder (collectively, “Section 409A”), and the parties agree to interpret this Agreement consistently with such intent; (e) To transfer to Xxxxxxx within forty-five (45) days after the Separation Date the certificate of title to the automobile previously provided to him for his personal and business use (VIN #JTJBM7FX3B50280). Xxxxxxx agrees and acknowledges that after transfer of the title to the automobile to him, the Company shall no longer be responsible for providing insurance or maintenance for the automobile in any manner and Xxxxxxx shall be responsible for all costs associated with the vehicle from that date forward. Xxxxxxx agrees and acknowledges that the Company’s Executive Vehicle Program shall no longer apply. Picket agrees and acknowledges that he shall be responsible for any title or other transfer fees, and he shall be responsible for all applicable taxes, if earlierany, and shall indemnify and hold the date the Executive obtains comparable coverage under Company harmless for any such taxes. Each payment made pursuant to Paragraph 2(a), and each other payment made pursuant to this Paragraph 2 shall be treated as a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, separate payment for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A applies to such payments. In the event of Xxxxxxx’x death during the Codeseverance period in Paragraph 2(a) and/or COBRA continuation payments period in Paragraph 2(d), the provision of remaining severance payments and/or COBRA continuation payments will be made to Xxxxxxx’x estate and/or spouse or beneficiaries, as the in-kind benefits during one calendar year case may be. Xxxxxxx acknowledges and agrees that he shall not affect be entitled any severance payment provided under this Paragraph 2 if he fails to return all assets and equipment provided to him for the in-kind benefits to be provided in any other calendar yearperformance of his duties.

Severance Payment. IfSubject to the Employee signing and not revoking a release of claims in a form prescribed by the Corporation and the Employee remaining in strict compliance with the terms of this Agreement and any other written agreements between the Corporation and the Employee, during the Employment Employee shall be entitled to receive the following amount as severance pay, subject to such amount being reduced as provided below (referred to in this Section 6(b)(iii) as the “Severance Payment”): (A) an amount equal to the pro rata Bonus for the fiscal year in which the Date of Termination occurs, determined by pro rating the Bonus the Employee would have received had the Employee remained employed through the payment date of any such Bonus (the proration shall be a fraction whose numerator is the number of days the Employee was employed by the Corporation that fiscal year through and including the Date of Termination and the denominator is 365), payable at the same time as bonuses are paid to other then-current officers of the Corporation under the then-applicable Short Term at any time during Plan for the period fiscal year in which the Date of Termination occurs, plus (B) an amount equal to one times the Employee’s Base Salary as of the Date of Termination, payable in substantially equal installments in accordance with the Corporation’s normal payroll policies commencing on the Date of Termination and continuing for twelve (12) consecutive months following months; provided, however, that any installments that otherwise would be paid during the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within first sixty (60) days following after the date Date of such involuntary termination. In addition, if during Termination will be delayed and included in the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable first installment paid to the ExecutiveEmployee on the first payroll date that is more than sixty (60) days after the Date of Termination, such benefitsand provided further that if the Employee is considered a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) as of the Date of Termination, then no payments of deferred compensation payable due to Employee’s separation from service for purposes of Section section 409A of the Code (and the regulations and other guidance issued thereunder) shall be made under this Agreement until the Corporation’s first regular payroll date that is after the first day of the seventh (7th) month following the Date of Termination and included with the installment payable on such payroll date, if any, without adjustment for interest or earnings during the period of delay. Furthermore, any Severance Payment owed to the Employee under subsections (A) or (B) above will be reduced by the amount of any compensation earned by the Employee for any consulting or employment services provided as separate monthly inon a substantially full-kind payments time basis during the 12-month period immediately following the Date of those benefitsTermination, and to the extent those benefits are subject such compensation is payable by an entity unrelated to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearCorporation.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth nine (1/12th9) months of the sum of (i) the Executive’s Base Salary, as in effect at which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses balance of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to receive, within ten (10) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; (b) the amount equal to one (1) times the target Cash Bonus then in effect for the Executive for the prior two fiscal years of calendar year in which such termination occurs; and (c) the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate amount equal to the interest rate on 90-day Treasury billstarget Cash Bonus then in effect for the Executive for the calendar year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, as reported in if the Wall Street Journal (or similar publication) on the date Executive’s target bonus at 50% of the Change in Corporate Control. Such lump sum payment shall be made to then Base Salary equals $120,000 for the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control calendar year and the Executive is involuntarily terminated on October 15th as a result of a Termination Upon a Change of Control, then the payment described in clause (other than for Causec) or the Executive terminates his employment for Good Reasonshall equal $100,000 (i.e., he shall be entitled to continued coverage ten (10) months’ prorated bonus at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen fifty percent (1850%) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided then Base Salary with October counting as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeara month worked).

Severance Payment. IfSubject to the Executive’s having executed and, during if applicable, not revoked, a release of claims reasonably satisfactory to the Employment Term at any time during Company (the period “Release of twelve (12) consecutive months following Claims”), in the occurrence of a Change in Corporate Control, event the Executive Executive’s employment is involuntarily terminated (by the Company other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive the following (collectively, the “Severance Benefits”): (i) a lump sum cash payment, in lieu of any other severance payment equal pursuant to any other plan or agreement of the present value Company or any subsidiary thereof to which the Executive is otherwise entitled, of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth his then annual base salary as in effect immediately prior to the date of termination (1/12ththe “Severance Payment”); (ii) the bonus that would have been due the Executive for the year in which the Executive’s termination of employment occurs, calculated as if the Company achieved financial performance for that year equal to that set forth in the then most recent budget for that year approved by the Board of Directors of the Company, prorated for the number of months worked in the fiscal year the termination occurred (the “Bonus Payment”); (iii) continued medical, hospitalization, life and other insurance benefits being provided to the Executive and the Executive’s family at the date of termination, for a period of twelve (12) months after the date of termination; provided, however, that the Company shall have no obligation to continue to provide the Executive with such insurance benefits for any periods after the date the Executive obtains comparable benefits (with no significant pre existing condition exclusions) as a result of the Executive’s employment in a new position; and (iv) to the extent permitted under Section 409A of the Code, a lump sum settlement of all deferred compensation arrangements. Subject to Section 5, the Severance Payment and the Bonus Payment shall be payable in a lump sum within 10 business days following the effective date of the Release of Claims. The Executive shall not be entitled to the Severance Benefits if (i) the Executive’s Base Salary, employment is terminated by the Company for Cause or as in effect at the time a result of the Change in Corporate Control, and Executive’s death or Disability or (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by with the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearreason.

Severance Payment. If, during (i) In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence event of a Termination Upon Change in Corporate of Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months of Executive’s Annual Base Salary which shall be paid according to the following schedule (subject to Section 4(d)(iv)): (a) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days of following the Termination Date, and (b) one-fourth of the balance of such amount shall be payable within ten (10) days of each of the three-month, six-month, nine-month and twelve month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of Executive’s Termination Upon Change of Control, Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with Company as of a given date which is after a Change the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in Corporate Control effect for Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months Executive remained in the employ of Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if Executive’s target bonus at 100% equals $120,000 for the calendar year and Executive is involuntarily terminated on October 15th, then the foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked). (ii) If Company terminates Executive’s employment other than for Cause) Cause or the Executive terminates his employment resigns for Good Reason, he Executive shall be entitled to continued coverage at receive an amount equal to six (6) months of Executive’s Annual Base Salary which shall be paid according to the following schedule (subject to Section 4(d)(iv)): one-sixth (1/6th) of such amount shall be payable each month during the (6) month period following such termination in accordance with Company’s expense under any health insurance programs maintained by regular payroll schedule; provided, however, that if Section 409A of the Company in which the Executive participated at the time of his terminationCode would otherwise apply to such cash severance payment, which coverage it instead shall be continued for eighteen paid at such time as permitted by Section 409A of the Code. (18iii) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable Notwithstanding anything in this Agreement to the Executivecontrary, such benefits, for purposes payments to be made upon a termination of employment under this Agreement will be made upon a “separation from service” within the meaning of Section 409A of the Code Code. (iv) Executive shall forfeit all rights to payment of severance pursuant to this Section 4(d) or otherwise unless she signs and the regulations delivers a general release and other guidance issued thereunder) shall be provided as separate monthly in-kind payments separation agreement, in form and substance reasonably acceptable to Company within 60 days after Executive’s termination of those benefits, and employment. Notwithstanding anything to the extent those benefits are contrary contained herein, no severance payment will be due and payable until Executive executes and delivers such general release and separation agreement and it is not subject to and not otherwise excepted from Section 409A of the Coderevocation, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearif applicable.

Severance Payment. If(i) In the event of the Executive’s termination of employment under the circumstances described below, then, in addition to the payments and benefits described in Section 5(a) above, the Company shall, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate ControlSeverance Period, pay to the Executive is involuntarily an amount (the “Severance Payment”) calculated as described below: (A) If the Executive’s employment shall be terminated (other than for Causeby the Company without Cause pursuant to Section 4(a)(iv) or by the Executive terminates his employment Executive’s resignation for Good ReasonReason pursuant to Section 4(a)(v), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive Severance Payment shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth nine (1/12th9) months of the sum Annual Base Compensation plus reimbursement for COBRA premiums paid by Employee for a maximum of 12 months. (iii) The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive’s Base SalaryExecutive might otherwise be entitled. Notwithstanding anything herein to the contrary, as in effect at the time (A) no portion of the Change Severance Payment shall be paid unless, on or prior to the thirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement substantially in Corporate Controlthe form attached hereto as Exhibit A (the “Release”), which Release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such Release is revocable under applicable law, and (iiB) the average as of the annual bonuses paid first date on which the Executive violates any covenant contained in Section 7, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Subject to the provisions of Section 9, the Severance Payment shall be paid in equal installments during the Severance Period, at the same time and in the same manner as the Annual Base Compensation would have been paid had the Executive for remained in active employment during the prior two fiscal years Severance Period, in accordance with the Company’s normal payroll practices in effect on the Date of the Company ending Termination; provided that any installment that would otherwise have been paid prior to the Change in Corporate Controlfirst normal payroll payment date occurring on or after the thirtieth (30th) day following the Date of Termination (such payroll date, if any. Such present value the “First Payment Date”) shall instead be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) paid on the date First Payment Date. For purposes of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty Section 409A (60) days following the date of such involuntary termination. In additionincluding, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefitswithout limitation, for purposes of Section 409A 1.409A-2(b)(2)(iii) of the Code Department of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (and the regulations and other guidance issued thereunder“Installment Payments”) shall be provided treated as a right to receive a series of separate monthly in-kind payments of those benefitsand, accordingly, each Installment Payment shall at all times be considered a separate and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardistinct payment.

Severance Payment. If, during (a) In the Employment Term at any time during event (i) the period employment of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (by the Company for a reason other than for CauseCause (as defined below), or (ii) or the Executive terminates his employment due to the unilateral relocation by the Company of the Executive’s principal work place for Good Reasonthe Company to a site more than 60 miles from the Executive’s principal office, then subject the Company shall continue to compliance with pay to the restrictive covenants Executive (as severance pay), his regular bi-weekly base salary as in Section 9 and Section 10 effect on the Executive’s last day of employment (exclusive of bonus or any other compensation) plus monthly prorated installments of his target bonus for 12 months following the Termination Date. In order to claim severance benefits pursuant to 3(a)(ii) above, the Executive must provide notice to the Company of the existence of the condition giving rise to such termination within 90 days following the initial existence of the condition, and the execution Company has 30 days following receipt of such notice to remedy such condition. In the event that the Executive is entitled to severance benefits under Section 3(b) below, this Section 3(a) shall not apply and timely return shall have no further force or effect. (b) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause (as defined below) or by the Executive of the Releasefor Good Reason (as defined below), the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after following a Change in Corporate of Control (as defined below) of the Company, (i) the Company shall continue to pay to the Executive is involuntarily terminated (as severance pay), his regular bi-weekly base salary as in effect on the Executive’s last day of employment (exclusive of bonus or any other than compensation), plus monthly prorated installments of his target bonus for Cause12 months following the Termination Date, and (ii) all of the Executive’s stock options and/or restricted stock which are then outstanding shall be immediately vested, such vested awards that were granted as restricted stock shall be free of restrictions and such vested awards that were granted as options shall remain exercisable for a period of 6 months following the Executive’s last day of employment (but not to exceed the original term of such awards). (c) The Executive agrees that after the Termination Date, but prior to payment of the severance pay called for by Section 3(a) or Section 3(b), as the Executive terminates his employment for Good Reasoncase may be, he shall be entitled to continued coverage at execute a waiver and release (including confidentiality and non-disparagement provisions), based on the Company’s expense under standard form, of any health insurance programs maintained by and all claims he may have against the Company in which and its officers, employees, directors, parents, subsidiaries and affiliates. Executive understands and agrees that the payment of the severance benefits called for by this Agreement are contingent upon his execution and delivery to the Company of the previously described release of claims and such release being effective and not revoked on the sixtieth (60th) day following the Termination Date. The severance payable under Section 3(a) or Section 3(b), as applicable shall commence on the sixtieth (60th) day after the Executive’s Termination Date provided that the release of claims described above is effective on such date. If the release of claims is not effective on the sixtieth (60th) day after the Termination Date no severance benefits will be payable. Executive’s rights to the severance under Section 3(a) or Section 3(b) shall constitute the sole remedy of the Executive participated at in the time event of termination of the Executive’s employment. For purposes of this Agreement the Executive’s termination of employment shall mean his termination, which coverage “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). (d) Payments to the Executive under Sections 3(a) and 3(b) shall be continued for eighteen (18) months or untilbifurcated into two portions, consisting of the portion, if earlierany, that includes the date maximum amount of the Executive obtains comparable coverage under a group health plan maintained by a new employer. To payments that does not constitute “nonqualified deferred compensation” within the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations portion, if any, that includes the excess of the total payments that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion that does not consist of nonqualified deferred compensation until such portion is exhausted and other guidance issued thereunder) then shall be provided made from the portion that does constitute nonqualified deferred compensation. Notwithstanding the foregoing, if the Executive is a “specified employee” as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from defined in Section 409A 409A(a)(3)(B)(i) of the Code, the commencement of the delivery of the portion that constitutes nonqualified deferred compensation will be delayed to the date that is 6 months and one day after the Executive’s termination of employment (the “Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid pro rata during the period beginning on the Earliest Payment Date and ending on the date that is 12 months following termination of the Executive’s employment. The determination of whether, and the extent to which, any of the payments to be made to the Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Executive’s termination of employment occurs. (i) Notwithstanding any other provision of this Agreement, except as set forth in Section 3(e)(ii), in the in-kind benefits during one calendar year event that the Company undergoes a “Change in Ownership or Control” (as defined below), the Company shall not affect be obligated to provide to the in-kind benefits Executive a portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Section 280G(b)(1) of the Code) for the Executive. For purposes of this Section 3(e), the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (ii) Notwithstanding the provisions of Section 3(e)(i), no such reduction in Contingent Compensation Payments shall be made if (i) the Eliminated Amount (computed without regard to this sentence) exceeds (ii) the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by the Executive if the Eliminated Payments (determined without regard to this sentence) were paid to him (including, state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), and any withholding taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 3(e)(ii) shall be referred to as a “Section 3(e)(ii) Override.” For purposes of this paragraph, if any federal or state income taxes would be attributable to the receipt of any Eliminated Payment, the amount of such taxes shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and state income tax rate provided in any other calendar yearby law. (iii) For purposes of this Section 3(e), the following terms shall have the following respective meanings:

Severance Payment. If(i) In the event of the Executive’s termination of employment under the circumstances described below, then, in addition to the payments and benefits described in Section 5(a) above, the Company shall, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate ControlSeverance Period, pay to the Executive is involuntarily an amount (the “Severance Payment”) calculated as described below: (A) If the Executive’s employment shall be terminated (other than for Causeby the Company without Cause pursuant to Section 4(a)(iv) or by the Executive terminates his employment Executive’s resignation for Good ReasonReason pursuant to Section 4(a)(v), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive Severance Payment shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i1) the Executive’s Annual Base Salary, as Salary for the year in effect at which the time Date of the Change in Corporate ControlTermination occurs, and (ii2) the average of the annual bonuses Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination occurs. (B) If the Executive’s employment shall be terminated due to non-extension of the Initial Term or any Extension Term by the Company pursuant to Section 4(a)(vii) or by the Executive pursuant to Section 4(a)(viii), but only if the Company exercises its Noncompete Option in connection with such termination, then the Severance Payment shall be an amount equal to (1) the sum of (x) the Annual Base Salary for the prior two fiscal years year in which the Date of Termination occurs, and (y) the Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination occurs, multiplied by (2) a fraction, the numerator of which is equal to the number of days from the Date of Termination through the expiration date of the Restricted Period (as elected by the Company ending pursuant to its Noncompete Option), and the denominator of which is 365. (ii) The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. Notwithstanding anything herein to the contrary, (A) no portion of the Severance Payment shall be paid unless, on or prior to the Change thirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement substantially in Corporate Controlthe form attached hereto as Exhibit A (the “Release”), which Release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such Release is revocable under applicable law, and (B) as of the first date on which the Executive violates any covenant contained in Section 7, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Such present value Subject to the provisions of Section 9, the Severance Payment shall be calculated using a discount rate paid in equal to installments during the interest rate on 90-day Treasury billsSeverance Period, as reported at the same time and in the Wall Street Journal (or similar publication) on same manner as the date of the Change in Corporate Control. Such lump sum payment shall be made to Annual Base Salary would have been paid had the Executive within sixty (60) days following the date of such involuntary termination. In addition, if remained in active employment during the Employment Term within twelve (12) months after a Change Severance Period, in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at accordance with the Company’s expense under normal payroll practices in effect on the Date of Termination; provided that any health insurance programs maintained by installment that would otherwise have been paid prior to the Company in which first normal payroll payment date occurring on or after the Executive participated at thirtieth (30th) day following the time Date of his termination, which coverage shall be continued for eighteen Termination (18) months or until, if earliersuch payroll date, the date “First Payment Date”) shall instead be paid on the Executive obtains comparable coverage under a group health plan maintained by a new employerFirst Payment Date. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the ExecutiveFor purposes of Section 409A (including, such benefitswithout limitation, for purposes of Section 409A 1.409A-2(b)(2)(iii) of the Code Department of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (and the regulations and other guidance issued thereunder“Installment Payments”) shall be provided treated as a right to receive a series of separate monthly in-kind payments of those benefitsand, accordingly, each Installment Payment shall at all times be considered a separate and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardistinct payment.

Severance Payment. If, during In lieu of any severance payments Executive may be entitled to receive under the Employment Term at Agreement or any time other severance program of the Company, in the event Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason during the period of twelve (12) consecutive months following beginning on the occurrence of a Change in Corporate Control, Closing Date and ending on the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reasonsecond anniversary thereof, then subject to compliance with the restrictive covenants terms and conditions set forth in this Section 9 and Section 10 and the execution and timely return by the Executive of the Release3, the Executive shall be entitled to receive a lump sum severance payment equal to and the present value of a series of monthly payments for twenty-four Company shall pay the Executive the following: (24a) months, each in an amount equal to onethree times Base Salary, payable in twenty-twelfth four equal monthly installments in accordance with the Company's normal payroll practices; (1/12thb) continuation of Benefits upon the same terms as active employees of the sum Company for a period equal to the lesser of (i) the Executive’s Base Salarytwenty-four months, as in effect at the time of the Change in Corporate Control, and or (ii) the average date Executive becomes entitled to receive Benefits under any subsequent employer's benefit and/or welfare plans, with such Benefit continuation being provided concurrent with and not in addition to any continuation coverage which is required by law; (c) up to $10,000 of outplacement assistance; and (d) vesting of each Option the Exercise Price of which is less than the fair market value of the annual bonuses paid underlying Common Stock. Executive's entitlements under this Section 3 and the Company's obligations to make such payments, provide such Benefits or vest the Options are subject to the Executive's execution and enforceability of a General Release of Claims in substantially the form attached as Exhibit A and Executive's compliance with the terms of Sections 6, 7 and 8 hereof. The amounts payable under this Section 3 shall be reduced by any amounts to which Executive for may become entitled pursuant to any severance, separation, notice or termination payments on account of his or her employment or termination of employment with the prior two fiscal years Company, including, any payments required to be paid under any Federal, state or local law (except unemployment benefits payable in accordance with state law, payment pursuant to any employee benefit plan of the Company ending prior subject to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury billsEmployee Retirement Income Security Act of 1974, as reported in amended, exercise of Options, or payment for unpaid Base Salary, bonus or unused but accrued vacation). If Executive's employment with the Wall Street Journal (Company is terminated by reason of death, disability or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the , Executive terminates his employment for Good Reason, he shall not be entitled to continued coverage at any severance under the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time terms of his termination, which coverage shall be continued for eighteen (18) months or untilthis Agreement. In such circumstances severance, if earlier, any will be paid in accordance with the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearEmployment Agreement.

Severance Payment. If(a) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause (as defined below), during the Employment Term at Company shall continue to pay to the Executive (as severance pay), his regular bi-weekly base salary as in effect on the Executive’s last day of employment (exclusive of bonus or any time during the period of other compensation), for twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Termination Date (the “Severance Pay”). In the event that the Executive is involuntarily entitled to severance benefits under Section 3(b) below, this Section 3(a) shall not apply and shall have no further force or effect. (b) In the event the employment of the Executive is terminated (by the Company for a reason other than for CauseCause (as defined below) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Releasefor Good Reason (as defined below), the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after following a Change in Corporate of Control (as defined below) of the Company, (i) the Company shall continue to pay to the Executive (as severance pay), his regular bi-weekly base salary as in effect on the Executive’s last day of employment (exclusive of bonus or any other compensation), plus monthly prorated installments of his target bonus for 12 months following the Termination Date, and (ii) all of the Executive’s stock options and/or restricted stock which is involuntarily terminated then outstanding shall be immediately vested, such vested awards that were granted as restricted stock shall be free of restrictions and such vested awards that were granted as options shall remain exercisable for a period of 6 months following the Executive’s last day of employment (other than but not to exceed the original term of such awards). (c) The Executive agrees that after the Termination Date, but prior to payment of the severance pay called for Causeby Section 3(a) or Section 3(b), as the Executive terminates his employment for Good Reasoncase may be, he shall be entitled to continued coverage at execute a waiver and release (including confidentiality and non-disparagement provisions), based on the Company’s expense under standard form, of any health insurance programs maintained and all claims he may have against the Company and its officers, employees, directors, parents, subsidiaries and affiliates. Executive understands and agrees that the payment of the severance benefits called for by this Agreement are contingent upon (i) his execution and delivery to the Company within seven (7) days after the Termination Date of the previously described release of claims (or such longer period as may be prescribed by the Company in which Company) and (ii) the expiration of any applicable revocation period. The payment to the Executive participated at of the time amounts payable under this Agreement shall constitute the sole remedy of his termination, which coverage the Executive in the event of a termination of the Executive’s employment. (d) Payments to the Executive under Sections 3(a) and 3(b) shall be continued for eighteen (18) months or untilbifurcated into two portions, consisting of the portion, if earlierany, that includes the date maximum amount of the Executive obtains comparable coverage under a group health plan maintained by a new employer. To payments that does not constitute “nonqualified deferred compensation” within the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations portion, if any, that includes the excess of the total payments that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion that does not consist of nonqualified deferred compensation until such portion is exhausted and other guidance issued thereunder) then shall be provided made from the portion that does constitute nonqualified deferred compensation. Notwithstanding the foregoing, if the Executive is a “specified employee” as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from defined in Section 409A 409A(a)(3)(B)(i) of the Code, the commencement of the delivery of the portion that constitutes nonqualified deferred compensation will be delayed to the date that is 6 months and one day after the Executive’s termination of employment (the “Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid pro rata during the period beginning on the Earliest Payment Date and ending on the date that is 12 months following termination of the Executive’s employment. The determination of whether, and the extent to which, any of the payments to be made to the Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Executive’s termination of employment occurs. (i) Notwithstanding any other provision of this Agreement, except as set forth in Section 3(e)(ii), in the in-kind benefits during one calendar year event that the Company undergoes a “Change in Ownership or Control” (as defined below), the Company shall not affect be obligated to provide to the in-kind benefits Executive a portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Section 280G(b)(1) of the Code) for the Executive. For purposes of this Section 3(e), the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (ii) Notwithstanding the provisions of Section 3(e)(i), no such reduction in Contingent Compensation Payments shall be made if (i) the Eliminated Amount (computed without regard to this sentence) exceeds (ii) the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by the Executive if the Eliminated Payments (determined without regard to this sentence) were paid to him (including, state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), and any withholding taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 3(e)(ii) shall be referred to as a “Section 3(e)(ii) Override.” For purposes of this paragraph, if any federal or state income taxes would be attributable to the receipt of any Eliminated Payment, the amount of such taxes shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and state income tax rate provided in any other calendar yearby law. (iii) For purposes of this Section 3(e), the following terms shall have the following respective meanings:

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Subject to the Executive is involuntarily terminated (other than for Cause) or signing and not revoking a release of claims in a form prescribed by the Corporation and the Executive terminates his employment for Good Reason, then subject to remaining in strict compliance with the restrictive covenants in Section 9 terms of this Agreement and Section 10 any other written agreements between the Corporation and the execution and timely return by the Executive of the ReleaseExecutive, the Executive shall be entitled to receive a lump sum the following amount as severance payment equal pay, subject to such amount being reduced as provided below (referred to in this Section 6(b)(iii) as the “Severance Payment”): (A) if the Executive’s Date of Termination occurs prior to the present value date the Executive is paid her FY14 Bonus Award, the amount of a series the Executive’s FY14 Bonus Award payable at the same time as bonuses for the Corporation’s fiscal year ending June 30, 2014 are paid to other then-current officers of monthly payments for twentythe Corporation under the then-four applicable Short Term Plan, plus (24B) monthsif the Executive’s Date of Termination occurs after June 30, each in 2014, an amount equal to onethe pro rata Bonus for the fiscal year in which the Date of Termination occurs, determined by pro rating the Bonus the Executive would have received had the Executive remained employed through the payment date of any such Bonus (the proration shall be a fraction whose numerator is the number of days the Executive was employed by the Corporation that fiscal year through and including the Date of Termination and the denominator is 365), payable at the same time as bonuses are paid to other then-twelfth (1/12th) current officers of the sum Corporation under the then-applicable Short Term Plan for the fiscal year in which the Date of Termination occurs, plus (iC) an amount equal to one times the Executive’s Base Salary, Salary as in effect at the time of the Change Date of Termination, payable in Corporate Control, and (ii) substantially equal installments in accordance with the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) Corporation’s normal payroll policies commencing on the date Date of Termination and continuing for twelve (12) consecutive months; provided, however, that any installments that otherwise would be paid during the Change in Corporate Control. Such lump sum payment shall be made to the Executive within first sixty (60) days following after the Date of Termination will be delayed and included in the first installment paid to the Executive on the first payroll date that is more than sixty (60) days after the Date of such involuntary termination. In additionTermination, and provided further that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated considered a “specified employee” (other than for Causeas defined in Treasury Regulation Section 1.409A-1(i)) or as of the Executive terminates his employment for Good ReasonDate of Termination, he shall be entitled then no payments of deferred compensation payable due to continued coverage at the CompanyExecutive’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, separation from service for purposes of Section section 409A of the Code (and the regulations and other guidance issued thereunder) shall be made under this Agreement until the Corporation’s first regular payroll date that is after the first day of the seventh (7th) month following the Date of Termination and included with the installment payable on such payroll date, if any, without adjustment for interest or earnings during the period of delay. Furthermore, any Severance Payment owed to the Executive under subsections (B) or (C) above will be reduced by the amount of any compensation earned by the Executive for any consulting or employment services provided as separate monthly inon a substantially full-kind payments time basis during the 12-month period immediately following the Date of those benefitsTermination, and to the extent those benefits are subject such compensation is payable by an entity unrelated to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearCorporation.

Severance Payment. If(a) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause or by the Executive for Good Reason, at a time other than during a Change of Control Period, the Employment Term at Company shall pay to the Executive 100% of the Executive’s base salary as in effect on the Executive’s last day of employment (exclusive of any time other compensation) according to the schedule set forth in Section 3(d) and shall provide Company-paid COBRA coverage for up to twelve (12) months if the Employee elects coverage. In the event that the Executive is entitled to severance benefits under Section 3(b) below, this Section 3(a) shall not apply and shall have no further force or effect. (b) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause or by the Executive for Good Reason, in either case during a Change of Control Period, (i) the Company shall pay to the Executive an amount equal to the sum of (A) 100% of the Executive’s base salary (exclusive of any other compensation) and (B) the Executive’s target bonus, with each of (A) and (B) as in effect on the Executive’s last day of employment according to the schedule set forth in Section 3(d), (ii) the Company shall provide Company-paid COBRA coverage for up to twelve (12) months if the Employee elects coverage, and (iii) all of the Executive’s awards of stock options and/or restricted stock units which vest solely based on continued service and not based on performance, which are then unvested and outstanding, shall be immediately vested. For clarity, this clause shall not preclude the acceleration of any performance based equity awards according to the terms of their grant or any other agreement. In the event that the Executive is entitled to severance benefits under Section 3(a) above, this Section 3(b) shall not apply and shall have no further force or effect. (c) The Executive agrees that after the Termination Date, but prior to payment of the severance payable under Section 3(a) or Section 3(b), as the case may be, he or she shall execute a waiver and release (including confidentiality and mutual non-disparagement provisions), in a form reasonably satisfactory to the Company, of any and all claims related to or arising from Executive’s service with or separation from the Company (the “Release”). Executive understands and agrees that the payment of the severance benefits called for by this Agreement are contingent upon his or her execution and delivery to the Company of the previously described release of claims and such release being effective and not revoked on the sixtieth (60th) day following the Termination Date. (d) The severance payable under Section 3(a) or Section 3(b), as applicable, shall commence with the first payroll following the date the release of claims described above is effective and shall continue in equal installments according to the Company’s regular payroll schedule for a period of twelve (12) consecutive months following months; provided, that if the occurrence period in which Executive may sign and return the release spans more than one taxable year, payment will not commence until the later taxable year. If the release of a Change in Corporate Control, claims is not effective on the sixtieth (60th) day after the Termination Date no severance benefits will be payable. Executive’s rights to the severance under Section 3(a) or Section 3(b) shall constitute the sole remedy of the Executive is involuntarily terminated (other than for Cause) or in the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value termination of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearemployment.

Severance Payment. If(a) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause (as defined below), during the Employment Term at Company shall continue to pay to the Executive (as severance pay), his regular bi-weekly base salary as in effect on the Executive’s last day of employment (exclusive of bonus or any time during the period of other compensation), for twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Termination Date (the “Severance Pay”). In the event that the Executive is involuntarily entitled to severance benefits under Section 3(b) below, this Section 3(a) shall not apply and shall have no further force or effect. (b) In the event the employment of the Executive is terminated (by the Company for a reason other than for CauseCause (as defined below) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Releasefor Good Reason (as defined below), the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after following a Change in Corporate of Control (as defined below) of CMGI, (i) the Company shall continue to pay to the Executive (as severance pay), his regular bi-weekly base salary as in effect on the Executive’s last day of employment (exclusive of bonus or any other compensation), plus monthly prorated installments of his target bonus for 12 months following the Termination Date, and (ii) all of the Executive’s stock options and/or restricted stock which is involuntarily terminated then outstanding shall be immediately vested, such vested awards that were granted as restricted stock shall be free of restrictions and such vested awards that were granted as options shall remain exercisable for a period of 6 months following the Executive’s last day of employment (other than but not to exceed the original term of such awards). (c) The Executive agrees that after the Termination Date, but prior to payment of the severance pay called for Causeby Section 3(a) or Section 3(b), as the Executive terminates his employment for Good Reasoncase may be, he shall be entitled to continued coverage at execute a waiver and release (including confidentiality and non-disparagement provisions), based on the Company’s expense under standard form, of any health insurance programs maintained and all claims he may have against the Company and its officers, employees, directors, parents, subsidiaries and affiliates. Executive understands and agrees that the payment of the severance benefits called for by this Agreement are contingent upon (i) his execution and delivery to the Company within seven (7) days after the Termination Date of the previously described release of claims (or such longer period as may be prescribed by the Company in which Company) and (ii) the expiration of any applicable revocation period. The payment to the Executive participated at of the time amounts payable under this Agreement shall constitute the sole remedy of his termination, which coverage the Executive in the event of a termination of the Executive’s employment. (d) Payments to the Executive under Sections 3(a) and 3(b) shall be continued for eighteen (18) months or untilbifurcated into two portions, consisting of the portion, if earlierany, that includes the date maximum amount of the Executive obtains comparable coverage under a group health plan maintained by a new employer. To payments that does not constitute “nonqualified deferred compensation” within the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations portion, if any, that includes the excess of the total payments that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion that does not consist of nonqualified deferred compensation until such portion is exhausted and other guidance issued thereunder) then shall be provided made from the portion that does constitute nonqualified deferred compensation. Notwithstanding the foregoing, if the Executive is a “specified employee” as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from defined in Section 409A 409A(a)(3)(B)(i) of the Code, the commencement of the delivery of the portion that constitutes nonqualified deferred compensation will be delayed to the date that is 6 months and one day after the Executive’s termination of employment (the “Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid pro rata during the period beginning on the Earliest Payment Date and ending on the date that is 12 months following termination of the Executive’s employment. The determination of whether, and the extent to which, any of the payments to be made to the Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Executive’s termination of employment occurs. (i) Notwithstanding any other provision of this Agreement, except as set forth in Section 3(e)(ii), in the in-kind benefits during one calendar year event that the Company undergoes a “Change in Ownership or Control” (as defined below), the Company shall not affect be obligated to provide to the in-kind benefits Executive a portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Section 280G(b)(1) of the Code) for the Executive. For purposes of this Section 3(e), the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (ii) Notwithstanding the provisions of Section 3(e)(i), no such reduction in Contingent Compensation Payments shall be made if (i) the Eliminated Amount (computed without regard to this sentence) exceeds (ii) the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by the Executive if the Eliminated Payments (determined without regard to this sentence) were paid to him (including, state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), and any withholding taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 3(e)(ii) shall be referred to as a “Section 3(e)(ii) Override.” For purposes of this paragraph, if any federal or state income taxes would be attributable to the receipt of any Eliminated Payment, the amount of such taxes shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and state income tax rate provided in any other calendar yearby law. (iii) For purposes of this Section 3(e), the following terms shall have the following respective meanings:

Severance Payment. If(i) In the event of the Executive’s termination of employment under the circumstances described below, then, in addition to the payments and benefits described in Section 5(a) above, the Company shall, during the Employment Term at any time during Severance Period, pay to the period Executive an amount (the “Severance Payment”) calculated as described below: If the Executive’s employment shall be terminated by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive’s resignation for Good Reason pursuant to Section 4(a)(v), then the Severance Payment shall be an amount equal to twelve (12) months of the Annual Base Compensation plus reimbursement for COBRA premiums paid by Employee for a maximum of twelve (12) consecutive months months. (ii) The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. Notwithstanding anything herein to the contrary, (A) no portion of the Severance Payment shall be paid unless, on or prior to the thirtieth (30th) day following the occurrence Date of a Change in Corporate ControlTermination, the Executive is involuntarily terminated timely executes a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit A (other than for Cause) or the Executive terminates his employment for Good Reason“Release”), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return which Release shall not have been revoked by the Executive prior to the expiration of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value period (if any) during which any portion of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Controlsuch Release is revocable under applicable law, and (iiB) the average as of the annual bonuses paid first date on which the Executive violates any covenant contained in Section 7, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Subject to the provisions of Section 9, the Severance Payment shall be paid in equal installments during the Severance Period, at the same time and in the same manner as the Annual Base Compensation would have been paid had the Executive for remained in active employment during the prior two fiscal years Severance Period, in accordance with the Company’s normal payroll practices in effect on the Date of the Company ending Termination; provided that any installment that would otherwise have been paid prior to the Change in Corporate Controlfirst normal payroll payment date occurring on or after the thirtieth (30th) day following the Date of Termination (such payroll date, if any. Such present value the “First Payment Date”) shall instead be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) paid on the date First Payment Date. For purposes of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty Section 409A (60) days following the date of such involuntary termination. In additionincluding, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefitswithout limitation, for purposes of Section 409A 1.409A-2(b)(2)(iii) of the Code Department of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (and the regulations and other guidance issued thereunder“Installment Payments”) shall be provided treated as a right to receive a series of separate monthly in-kind payments of those benefitsand, accordingly, each Installment Payment shall at all times be considered a separate and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardistinct payment.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Subject to the Executive is involuntarily terminated (other than for Cause) or signing and not revoking a release of claims in a form prescribed by the Corporation and the Executive terminates his employment for Good Reason, then subject to remaining in strict compliance with the restrictive covenants in Section 9 terms of this Agreement and Section 10 any other written agreements between the Corporation and the execution and timely return by the Executive of the ReleaseExecutive, the Executive shall be entitled to receive a lump sum the following amount as severance payment equal pay, subject to such amount being reduced as provided below (referred to in this Section 6(b)(iii) as the present value of a series of monthly payments for twenty-four “Severance Payment”): (24A) months, each in an amount equal to onethe pro rata Bonus for the fiscal year in which the Date of Termination occurs, determined by pro rating the Bonus the Executive would have received had the Executive remained employed through the payment date of any such Bonus (the proration shall be a fraction whose numerator is the number of days the Executive was employed by the Corporation that fiscal year through and including the Date of Termination and the denominator is 365), payable at the same time as bonuses are paid to other then-twelfth (1/12th) current officers of the sum Corporation under the then-applicable Short Term Plan for the fiscal year in which the Date of Termination occurs, plus (iB) an amount equal to one times the Executive’s Base Salary, Salary as in effect at the time of the Change Date of Termination, payable in Corporate Control, and (ii) substantially equal installments in accordance with the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) Corporation’s normal payroll policies commencing on the date Date of Termination and continuing for twelve (12) consecutive months; provided, however, that any installments that otherwise would be paid during the Change in Corporate Control. Such lump sum payment shall be made to the Executive within first sixty (60) days following after the Date of Termination will be delayed and included in the first installment paid to the Executive on the first payroll date that is more than sixty (60) days after the Date of such involuntary termination. In additionTermination, and provided further that if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated considered a “specified employee” (other than for Causeas defined in Treasury Regulation Section 1. 409A-1(i)) or as of the Executive terminates his employment for Good ReasonDate of Termination, he shall be entitled then no payments of deferred compensation payable due to continued coverage at the CompanyExecutive’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, separation from service for purposes of Section section 409A of the Code (and the regulations and other guidance issued thereunder) shall be made under this Agreement until the Corporation’s first regular payroll date that is after the first day of the seventh (7th) month following the Date of Termination and included with the installment payable on such payroll date, if any, without adjustment for interest or earnings during the period of delay. Furthermore, any Severance Payment owed to the Executive under subsections (A) or (B) above will be reduced by the amount of any compensation earned by the Executive for any consulting or employment services provided as separate monthly inon a substantially full-kind payments time basis during the 12-month period immediately following the Date of those benefitsTermination, and to the extent those benefits are subject such compensation is payable by an entity unrelated to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearCorporation.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence If Executive’s employment is terminated as a result of a Change in Corporate ControlQualifying Termination, the Company shall pay Executive is involuntarily terminated within thirty (other than for Cause30) or days after the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive Qualifying Termination a cash lump sum severance payment equal to two (2) times the present value Executive’s Compensation (the “Severance Payment”). (a) For purposes of a series of monthly payments for twenty-four (24) monthsthis Agreement, each in an amount Executive’s “Compensation” shall equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salaryhighest annual salary rate with the Company within the three year period ending on the date of Executive’s Qualifying Termination, as plus (ii) a “Bonus Increment.” The Bonus Increment shall equal the annualized average of all bonuses and incentive compensation payments paid to Executive during the two (2) year period immediately before the date of Executive’s Qualifying Termination under all of the Company’s bonus and incentive compensation plans or arrangement. (b) [Intentionally Deleted.] (c) The Severance Payment hereunder is in effect lieu of any severance payment that Executive might otherwise be entitled to from the Company in the event of a Change in Control under the Company’s applicable severance pay policies, if any, or under any other oral or written agreement; provided, however, that Executive shall continue to be entitled to receive the severance pay benefits under the Company’s applicable policies, if any, or under another written agreement if and to the extent Executive’s termination is not a Qualifying Termination after, or within thirty (30) days prior to, a Change in Control. (d) Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s termination of employment with the Change Company, Executive is a “specified employee” as defined in Corporate ControlSection 409A of the Code, and (ii) the average one or more of the annual bonuses paid payments or benefits received or to be received by Executive pursuant to this Agreement (or any portion thereof) would become subject to the Executive for the prior two fiscal years additional tax under Section 409A(a)(l)(B) of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (Code or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (any other than for Cause) taxes or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense penalties imposed under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, no such payment or benefit will be provided under this Agreement until the earlier of (a) the date which is six (6) months after Executive’s “separation from service” or (b) the date of Executive’s death, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes. The provisions of this Section 6(d) shall be provided as separate monthly in-kind payments of those benefits, and only apply to the minimum extent those benefits are subject required to and not otherwise excepted from avoid Executive’s incurrence of any Section 409A Taxes. In addition, if any provision of this Agreement would cause Executive to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following Upon the occurrence of a Change Termination Event (as defined in Corporate ControlSection 2): (i) within 30 days following such Termination Event, upon Officer's execution of a General Release materially in the form attached hereto as Exhibit A (the "General Release"), the Executive is involuntarily terminated Company or its successor (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive an affiliate of the Release, the Executive Company or any successor thereto) shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in pay Officer an amount equal to one-twelfth Officer's Annual Base Salary (1/12thas defined in Section 2) of the multiplied by 1, payable as a lump sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and cash payment; (ii) if Officer was participating in a life insurance and/or disability benefit plan maintained by an Employer as of his or her Termination Date, such coverage will be continued at the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Controlsame cost, if any. Such present value shall be calculated using , charged to similarly situated active employees under such plans for a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date period of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days eighteen months following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or untilTermination Date or, if earlier, the date as of which Officer obtains other employment. Officer shall immediately notify the Executive obtains comparable coverage under Company upon obtaining other employment; (iii) if Officer was participating in a group health hospital, surgical, medical or dental benefit plan maintained by a new employer. To the extent the benefits provided an Employer as of his or her Termination Date and if Officer elects to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), Officer will be reimbursed the premiums paid to continue such coverage under COBRA until the date as of which Officer obtains other employment. Officer shall immediately preceding sentence are otherwise taxable notify the Company upon obtaining other employment; (iv) all restricted stock, options or other rights with respect to equity interests in the Executive, Company and/or its affiliates granted to Officer on or before such benefits, for purposes of Section 409A Termination Date shall immediately vest as of the Code Termination Date; and (and v) the regulations and other guidance issued thereunderCompany or any successor thereto (or an affiliate of the Company or any successor thereto) shall take all such action as may be provided necessary or appropriate to amend any option to purchase the Company's Common Stock held by Officer to provide that such option will not terminate as separate monthly in-kind payments a result of those benefits, and to or in connection with Officer's termination of employment with the extent those benefits are subject to and not otherwise excepted from Section 409A Company or any successor thereto (or an affiliate of the CodeCompany or any successor thereto), the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits but may continue to be provided in any other calendar yearexercised following such termination of employment until the date on which such options otherwise would expire.

Severance Payment. IfIn accordance with the terms of that certain Amended and Restated Executive Severance and Change of Control Letter Agreement between Employee and ChannelAdvisor dated May 23, during 2013 (the Employment Term at any “Severance Letter”), if Employee (i) executes, dates and return this Agreement within the timeframe specified below and allows the releases contained herein to become effective, and (ii) executes, dates and returns the Updated Release of Claims attached to this Agreement as Exhibit A and made a part of this Agreement (the “Release”) within the timeframe specified therein on or after the Separation Date and allows it to become effective (said Release to be promptly countersigned by Company to be effective), then ChannelAdvisor will pay Employee (a) $210,000.00 (two hundred and ten thousand dollars) which shall be paid in a one-time during lump sum payment on the period of twelve sixtieth (1260th) consecutive months day following the occurrence of a Change in Corporate ControlSeparation Date, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with ChannelAdvisor’s receipt of an executed copy of this Agreement within the restrictive covenants time periods set forth in Section 9 Paragraph 11 and Section 10 and the execution and timely return by the Executive an executed copy of the ReleaseRelease within the time periods set forth therein; 1. 203547 v6/DC and (b) $16,250 (sixteen thousand, the Executive two hundred and fifty dollars), which equals one quarter of variable compensation which amount shall be entitled to receive paid in a one-time lump sum severance payment equal on the sixtieth (60th) day following the Separation Date, subject to ChannelAdvisor’s receipt of an executed copy of this Agreement within the time periods set forth in Paragraph 11 and an executed copy of the Release within the time periods set forth therein; and (c) a monthly payment (made no later than the last calendar day prior to the present value of a series of monthly payments for twenty-four (24month in which the premiums are to be paid by Employee) months, each in an amount equal to one-twelfth $1,484.89 (1/12ththis amount may be changed at Plan renewal in August 2014) for a period of 12 months to cover COBRA payments for medical and dental insurance “grossed up” to account for state and federal taxes at a tax rate assuming highest applicable tax rates without any allowances. If Employee receives employment elsewhere that includes one or both of these benefits then upon the sum first date Employee becomes eligible to receive such benefits, Employee shall promptly notify ChannelAdvisor in writing. Upon receipt of (i) the ExecutiveEmployee’s Base Salarynotice, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive Company shall cease payment for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Companyany benefits that are being provided by Employee’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the If Employee delays in notifying ChannelAdvisor of such change in benefits provided under the immediately preceding sentence are otherwise taxable to the Executivestatus, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) Employee shall be provided as separate monthly in-kind payments responsible to return all overpayments received (net of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeartaxes).

Severance Payment. If(i) In the event Executive’s employment shall be terminated by the Company without Cause or by Executive for Good Reason, then, in addition to the payments and benefits described in Section 5(a) above, (A) the Company shall, during the Employment Term Severance Period, pay to Executive in equal installments, an amount equal to twelve (12) months of Executive’s Annual Base Salary in effect at the Date of Termination, ignoring any time during reduction in Annual Base Salary which forms the basis of Executive’s termination for Good Reason, if applicable (the “Severance Payment”); and (B) the Company shall pay to Executive a pro-rata share of the Annual Cash Bonus to which Executive would have become entitled had Executive remained employed through the end of the fiscal year in which the Date of Termination occurs (i.e., calculated based on the extent to which the Company performance goals for such Annual Cash Bonus have been achieved for such fiscal year), paid in a lump sum no later than one hundred twenty (120) days following the end of the fiscal year in which Executive’s termination occurs and in any event concurrent with payment of annual cash bonuses to other senior executive officers of the Company; (C) the Options that are outstanding and unvested as of immediately prior to the Date of Termination, if any, shall accelerate vesting and exercisability fully for any time-vested Options and on a 100% of target basis for all performance-based Options and (D) for a period of twelve (12) consecutive months following the occurrence Date of a Change in Corporate ControlTermination, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good ReasonCompany shall continue to provide, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense expense, or pay the cost of Medical and Health benefits to Executive and/or Executive’s family. If Executive becomes reemployed with another employer during such period and is eligible to receive employee medical and health benefits under any health insurance programs maintained by another employer provided plan, the Company in shall not be obligated to continue to provide the Medical and Health benefits, to the extent that reasonably similar medical and health benefits are available to Executive pursuant to such employer-provided plan. The Company may satisfy its obligations under this Section 5(b)(i), by paying the applicable premiums for continuation coverage pursuant to COBRA for Executive and/or his family, for as long as such COBRA coverage is available under the law, but not to exceed the Severance Period. The Options shall remain outstanding after the Date of Termination until at least the earlier of (1) the date three (3) months from the Date of Termination and (2) the date on which the Options would have expired by their original terms (disregarding any early termination due to Executive’s separation from service). (ii) The Severance Payment shall be in lieu of notice or any other severance benefits to which Executive participated at might otherwise be entitled. Notwithstanding anything herein to the time contrary, (A) no portion of his terminationthe Severance Payment shall be paid unless, on or prior to the 30th day following the Date of Termination, Executive timely executes a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit B (the “Release”), which coverage Release shall not have been revoked by Executive prior to the expiration of the period (if any) during which any portion of such Release is revocable under applicable law, and (B) as of the first date on which Executive violates any covenant contained in Section 7, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Subject to the provisions of Section 9, the Severance Payment shall be continued for eighteen paid in equal installments during the Severance Period in accordance with the Company’s normal payroll practices in effect on the Date of Termination; provided that any installment that would otherwise have been paid prior to the first normal payroll payment date occurring on or after the 30th day following the Date of Termination (18) months or until, if earliersuch payroll date, the date “First Payment Date”) shall instead be paid on the Executive obtains comparable coverage under a group health plan maintained by a new employerFirst Payment Date. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable In no event shall any Severance Payment be made prior to the Executive30th day following the Date of Termination. For purposes of Section 409A (including, such benefitswithout limitation, for purposes of Section 409A 1.409A-2(b)(2)(iii) of the Code Department of Treasury Regulations), Executive’s right to receive the Severance Payment in the form of installment payments (and the regulations and other guidance issued thereunder“Installment Payments”) shall be provided treated as a right to receive a series of separate monthly in-kind payments of those benefitsand, accordingly, each Installment Payment shall at all times be considered a separate and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardistinct payment.

Severance Payment. If(a) It is understood and agreed that, during except as provided in Section 3.2(b) below, if Executive’s employment with the Employment Term Company should be terminated at any time during prior to the period expiration of twelve (12) consecutive months following the occurrence Term as a result of a Change in Corporate ControlTermination Without Cause (defined below) or a Termination With Good Reason (defined below), the and if Executive is involuntarily terminated not then or thereafter in material breach of this Agreement, and upon the execution and delivery to the Company by Executive of an agreement, in a form presented by the Company and accepted by Executive, which acceptance shall not be unreasonably withheld or delayed, releasing all claims which Executive may have against the Company (other than claims for Causeindemnification pursuant to Section 6.7 hereunder, claims under this Agreement, claims for vested benefits including deferred compensation and 401k balances, claims under COBRA, and claims for any vested equity interests in the Company) or (the “Severance Agreement”), Executive terminates his employment for Good Reason, then subject to compliance shall receive (commencing with the restrictive covenants in Section 9 and Section 10 and first pay period following the execution and timely return by non-revocation of the Severance Agreement), in full and complete settlement of any claims for compensation which Executive may have, and in lieu of any severance pay under any policy of the Company or otherwise, the following: (i) continued weekly payments, in accordance with the Company’s regular payroll practices, for a period of fifty-two (52) weeks equal to one-fifty second (l/52nd) of Executive’s then current Base Salary (less all applicable withholding and deductions); and (ii) any payments and benefits which Executive or Executive’s spouse, dependents, beneficiaries or estate would have been entitled to receive pursuant to any employee health benefit plan of the Company for a twelve (12)-month period had Executive remained an employee during that period, with such benefits provided to Executive at no less than the same coverage level and at no more of a cost to Executive as in effect as of the date of Executive’s termination subject to such reduction in coverage or increases in cost as shall become in effect for senior executive employees of the Company generally (“Health Benefit Continuation”), provided, however, that such continued payments and benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis). (b) The provisions of Section 3.2(a) above notwithstanding, should the Company provide the Executive with a Notice of Non-Renewal, and thereafter elect to terminate Executive’s employment with the Company on or prior to the expiration of the ReleaseTerm, the Executive shall be entitled to receive a lump sum severance payment equal to the present value following benefits and concessions upon the execution and non-revocation of a series Severance Agreement if such termination is a Termination Without Cause and if Executive is not then or thereafter in material breach of monthly this Agreement: (i) continued weekly payments of Base Salary and the provision of health benefits from the date of termination through the stated expiration date of the Agreement, as fully as if the Company had not elected to terminate Executive; and (ii) commencing upon the stated expiration of the Agreement, the following: (X) continued weekly payments, in accordance with the Company’s regular payroll practices, for a period of twenty-four six (2426) monthsweeks, each in an amount equal to one-twelfth fifty second (1/12th1/52) of the sum of Executive’s then current Base Salary (iless all applicable withholding and deductions), (Y) the Executive’s Base SalaryHealth Benefit Continuation as set forth in Section 3.2(a)(ii) above but for a period of twenty-six weeks; and (Z) a reduction in the non-compete restriction in Section 5.2(b) from fifty-two (52) weeks to twenty-six (26 weeks) subsequent to the stated expiration of the Agreement. Additionally, as should the Company provide Executive with a Notice of Non-Renewal but not elect to terminate Executive on or prior to the expiration of the Term, then upon any subsequent termination of Executive by Company, where the same is deemed to be a Termination Without Cause, Executive shall receive the greater of those benefits referenced in this subsection (b)(ii)(X), (Y) and (Z) or those benefits provided by any formal severance policy of the Company in effect at the time of the Change in Corporate Controlsuch termination; provided that, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value such benefits shall be calculated using conditioned upon the parties’ execution and non-revocation of a discount rate equal to the interest rate on 90-day Treasury billsSeverance Agreement. (c) As used in this Article III, as reported in the Wall Street Journal (or similar publication) on the date “Termination Without Cause” means any termination of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his Executive’s employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen other than a Termination With Cause (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardefined below).

Severance Payment. If(a) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause (as defined below), during the Employment Term at Company shall continue to pay to the Executive (as severance pay), his regular bi-weekly base salary as in effect on the Executive’s last day of employment (exclusive of bonus or any time during the period of other compensation), for twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Termination Date (the “Severance Pay”). In the event that the Executive is involuntarily entitled to severance benefits under Section 3(b) below, this Section 3(a) shall not apply and shall have no further force or effect. (b) In the event the employment of the Executive is terminated (by the Company for a reason other than for CauseCause (as defined below) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Releasefor Good Reason (as defined below), the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after following a Change in Corporate of Control (as defined below) of the Company, (i) the Company shall continue to pay to the Executive is involuntarily terminated (as severance pay), his regular bi-weekly base salary as in effect on the Executive’s last day of employment (exclusive of bonus or any other than compensation), plus monthly prorated installments of his target bonus for Cause12 months following the Termination Date, and (ii) all of the Executive’s stock options and/or restricted stock which are then outstanding shall be immediately vested, such vested awards that were granted as restricted stock shall be free of restrictions and such vested awards that were granted as options shall remain exercisable for a period of 6 months following the Executive’s last day of employment (but not to exceed the original term of such awards). (c) The Executive agrees that after the Termination Date, but prior to payment of the severance pay called for by Section 3(a) or Section 3(b), as the Executive terminates his employment for Good Reasoncase may be, he shall be entitled to continued coverage at execute a waiver and release (including confidentiality and non-disparagement provisions), based on the Company’s expense under standard form, of any health insurance programs maintained by and all claims he may have against the Company in which and its officers, employees, directors, parents, subsidiaries and affiliates. Executive understands and agrees that the payment of the severance benefits called for by this Agreement are contingent upon his execution and delivery to the Company of the previously described release of claims and such release being effective and not revoked on the sixtieth (60th) day following the Termination Date. The severance payable under Section 3(a) or Section 3(b), as applicable shall commence on the sixtieth (60th) day after the Executive’s Termination Date provided that the release of claims described above is effective on such date. If the release of claims is not effective on the sixtieth (60th) day after the Termination Date no severance benefits will be payable. Executive’s rights to the severance under Section 3(a) or Section 3(b) shall constitute the sole remedy of the Executive participated at in the time event of termination of the Executive’s employment. For purposes of this Agreement the Executive’s termination of employment shall mean his termination, which coverage “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). (d) Payments to the Executive under Sections 3(a) and 3(b) shall be continued for eighteen (18) months or untilbifurcated into two portions, consisting of the portion, if earlierany, that includes the date maximum amount of the Executive obtains comparable coverage under a group health plan maintained by a new employer. To payments that does not constitute “nonqualified deferred compensation” within the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations portion, if any, that includes the excess of the total payments that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion that does not consist of nonqualified deferred compensation until such portion is exhausted and other guidance issued thereunder) then shall be provided made from the portion that does constitute nonqualified deferred compensation. Notwithstanding the foregoing, if the Executive is a “specified employee” as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from defined in Section 409A 409A(a)(3)(B)(i) of the Code, the commencement of the delivery of the portion that constitutes nonqualified deferred compensation will be delayed to the date that is 6 months and one day after the Executive’s termination of employment (the “Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid pro rata during the period beginning on the Earliest Payment Date and ending on the date that is 12 months following termination of the Executive’s employment. The determination of whether, and the extent to which, any of the payments to be made to the Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treasury Regulation Section 1.409A-1 (b)(9)(iii) must be paid no later than the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Executive’s termination of employment occurs. (i) Notwithstanding any other provision of this Agreement, except as set forth in Section 3(e)(ii), in the in-kind benefits during one calendar year event that the Company undergoes a “Change in Ownership or Control” (as defined below), the Company shall not affect be obligated to provide to the in-kind benefits Executive a portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Section 280G(b)(l) of the Code) for the Executive. For purposes of this Section 3(e), the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G- 1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (ii) Notwithstanding the provisions of Section 3(e)(i), no such reduction in Contingent Compensation Payments shall be made if (i) the Eliminated Amount (computed without regard to this sentence) exceeds (ii) the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by the Executive if the Eliminated Payments (determined without regard to this sentence) were paid to him (including, state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), and any withholding taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 3(e)(ii) shall be referred to as a “Section 3(e)(ii) Override.” For purposes of this paragraph, if any federal or state income taxes would be attributable to the receipt of any Eliminated Payment, the amount of such taxes shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and state income tax rate provided in any other calendar yearby law. (iii) For purposes of this Section 3(e), the following terms shall have the following respective meanings:

Severance Payment. If(a) It is understood and agreed that, during except as provided in Section 3.2(b) below, if Executive’s employment with the Employment Term Company should be terminated at any time during prior to the period expiration of twelve (12) consecutive months following the occurrence Term as a result of a Change in Corporate ControlTermination Without Cause (defined below) or a Termination With Good Reason (defined below), the and if Executive is involuntarily terminated not then or thereafter in material breach of this Agreement, and upon the execution and delivery to the Company by Executive of an agreement, in a form presented by the Company and accepted by Executive, which acceptance shall not be unreasonably withheld or delayed, releasing all claims which Executive may have against the Company (other than claims for Causeindemnification pursuant to Section 6.7 hereunder, claims under this Agreement, claims for vested benefits including deferred compensation and 401k balances, claims under COBRA, and claims for any vested equity interests in the Company) (the “Severance Agreement”), Executive shall receive (commencing with the first pay period following the execution of the Severance Agreement), in full and complete settlement of any claims for compensation which Executive may have, and in lieu of any severance pay under any policy of the Company or otherwise, the following: (i) continued weekly payments, in accordance with the Company’s regular payroll practices, for a period of fifty-two (52) weeks equal to one-fifty second (1/52nd) of Executive’s then current Base Salary (less all applicable withholding and deductions); and (ii) any payments and benefits which Executive or Executive’s spouse, dependents, beneficiaries or estate would have been entitled to receive pursuant to any employee health benefit plan of the Company for a twelve (12)-month period had Executive remained an employee during that period, with such benefits provided to Executive at no less than the same coverage level and at no more of a cost to Executive as in effect as of the date of Executive’s termination subject to such reduction in coverage or increases in cost as shall become in effect for senior executive employees of the Company generally (“Health Benefit Continuation”), provided, however, that such continued payments and benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis). (b) The provisions of Section 3.2(a) above notwithstanding, should the Company provide the Executive terminates his with a Notice of Non-Renewal, and thereafter elect to terminate Executive’s employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and Company on or prior to the execution and timely return by the Executive expiration of the ReleaseTerm, the Executive shall be entitled to receive a lump sum severance payment equal to the present value following benefits and concessions upon the execution of a series Severance Agreement if such termination is a Termination Without Cause and if Executive is not then or thereafter in material breach of monthly this Agreement: (i) continued weekly payments of Base Salary and the provision of health benefits from the date of termination through the stated expiration date of the Agreement, as fully as if the Company had not elected to terminate Executive; and (ii) commencing upon the stated expiration of the Agreement, the following: (X) continued weekly payments, in accordance with the Company’s regular payroll practices, for a period of twenty-four six (2426) monthsweeks, each in an amount equal to one-twelfth fifty second (1/12th1/52) of the sum of Executive’s then current Base Salary (iless all applicable withholding and deductions), (Y) the Executive’s Base SalaryHealth Benefit Continuation as set forth in Section 3.2(a)(ii) above but for a period of twenty-six weeks; and (Z) a reduction in the non-compete restriction in Section 5.2(b) from fifty-two (52) weeks to twenty-six (26 weeks). Additionally, as should the Company provide Executive with a Notice of Non-Renewal but not elect to terminate Executive on or prior to the expiration of the Term, then upon any subsequent termination of Executive by Company, where the same is deemed to be a Termination Without Cause, Executive shall receive the greater of those benefits referenced in this subsection (b)(ii)(X) and (Y) or those benefits provided by any formal severance policy of the Company in effect at the time of the Change in Corporate Controlsuch termination; provided that, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value such benefits shall be calculated using conditioned upon the parties’ execution of a discount rate equal to the interest rate on 90-day Treasury billsSeverance Agreement. (c) As used in this Article III, as reported in the Wall Street Journal (or similar publication) on the date “Termination Without Cause” means any termination of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his Executive’s employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen other than a Termination With Cause (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardefined below).

Severance Payment. If(i) In the event of the Executive’s termination of employment under the circumstances described below, then, in addition to the payments and benefits described in Section 5(a) above, the Company shall, during the Employment period beginning on the Date of Termination and ending on the later of the last day of the then applicable Term at any time during and the period first (1st) anniversary of twelve the Date of Termination (12) consecutive months following the occurrence of a Change in Corporate Control“Severance Period”), pay to the Executive is involuntarily an amount (the “Severance Payment”) calculated as described below: (A) If the Executive’s employment shall be terminated (other than for Causeby the Company without Cause pursuant to Section 4(a)(iv) or by the Executive terminates his employment Executive’s resignation for Good ReasonReason pursuant to Section 4(a)(v), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive Severance Payment shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th1) of the sum of (ix) the Executive’s Annual Base Salary, as Salary for the year in effect at which the time Date of the Change in Corporate ControlTermination occurs, and (iiy) the average of the annual bonuses Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination occurs (provided that, in the case of such a termination prior to January 1, 2012, the amount in this clause (y) shall instead be the target Annual Bonus for calendar year 2011), multiplied by (2) a fraction, the numerator of which is equal to the number of days in the Severance Period and the denominator of which is 365. (B) If the Executive’s employment shall be terminated due to non-extension of the Initial Term or any Extension Term by the Company pursuant to Section 4(a)(vii) or by the Executive pursuant to Section 4(a)(viii), but only if the Company exercises its Noncompete Option in connection with such termination, then the Severance Payment shall be an amount equal to (1) the sum of (x) the Annual Base Salary for the prior two fiscal years year in which the Date of Termination occurs, and (y) the Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination occurs, multiplied by (2) a fraction, the numerator of which is equal to the number of days from the Date of Termination through the expiration date of the Restricted Period (as elected by the Company pursuant to its Noncompete Option), and the denominator of which is 365; provided that, for purposes of this Section 5(b)(i)(B), the Severance Period shall mean the period beginning on the Date of Termination and ending on the expiration date of the Restricted Period (as elected by the Company pursuant to its Noncompete Option). (ii) The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. Notwithstanding anything herein to the contrary, (A) no portion of the Severance Payment shall be paid unless, on or prior to the Change thirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement substantially in Corporate Control, if any. Such present value the form attached hereto as Exhibit A (which release shall be calculated using a discount rate equal to delivered by the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made Company to the Executive within sixty seven (607) days following after the date Date of Termination) and such release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such involuntary terminationrelease is revocable under applicable law, and (B) as of the first date on which the Executive violates any covenant contained in Section 6, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. In additionSubject to the provisions of Section 8, if the Severance Payment shall be paid in equal installments during the Employment Term within twelve (12) months after a Change Severance Period, at the same time and in Corporate Control the same manner as the Annual Base Salary would have been paid had the Executive is involuntarily terminated (other than for Cause) or remained in active employment during the Executive terminates his employment for Good ReasonSeverance Period, he shall be entitled to continued coverage at in accordance with the Company’s expense under normal payroll practices in effect on the Date of Termination; provided that any health insurance programs maintained by installment that would otherwise have been paid prior to the Company in which first normal payroll payment date occurring on or after the Executive participated at thirtieth (30th) day following the time Date of his termination, which coverage shall be continued for eighteen Termination (18) months or until, if earliersuch payroll date, the date “First Payment Date”) shall instead be paid on the Executive obtains comparable coverage under a group health plan maintained by a new employerFirst Payment Date. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the ExecutiveFor purposes of Section 409A (including, such benefitswithout limitation, for purposes of Section 409A 1.409A-2(b)(2)(iii) of the Code Department of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (and the regulations and other guidance issued thereunder“Installment Payments”) shall be provided treated as a right to receive a series of separate monthly in-kind payments of those benefitsand, accordingly, each Installment Payment shall at all times be considered a separate and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardistinct payment.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Subject to the Executive is involuntarily terminated (other than for Cause) or signing and not revoking a release of claims in a form prescribed by the Corporation and the Executive terminates his employment for Good Reason, then subject to remaining in strict compliance with the restrictive covenants in Section 9 terms of this Agreement and Section 10 any other written agreements between the Corporation and the execution and timely return by the Executive of the ReleaseExecutive, the Executive shall be entitled to receive a lump sum the following amount as severance payment equal pay, subject to such amount being reduced as provided below (referred to in this Section 6(b)(iii) as the “Severance Payment”): (A) If the Executive’s Date of Termination occurs prior to the present value of a series of monthly payments date the Executive is paid his Bonus for twenty-four the fiscal year ending June 30, 2014, then the Executive shall be entitled to receive (24I) months, each in an amount equal to onethe Base Salary the Executive would have received assuming the Executive would have remained employed through the three-twelfth (1/12th) year anniversary of the sum of (i) Employment Commencement Date, based on the Executive’s Base SalarySalary as of the Date of Termination, as payable in effect substantially equal installments in accordance with the Corporation’s normal payroll policies commencing on the Date of Termination and continuing through the end of the three-year anniversary of the Employment Commencement Date, plus (II) an amount equal to the Bonus the Executive would have otherwise been paid for the fiscal year in which the Date of Termination occurs and the Bonus(es) the Executive would have otherwise been paid for any subsequent fiscal year(s) through the three-year anniversary of the Employment Commencement Date (assuming the same minimum, target and maximum Bonus payment structure for the fiscal year in which the Date of Termination occurs would have remained in place during any such subsequent fiscal years, and that the Executive would have otherwise remained employed by the Corporation through the three-year anniversary of the Employment Commencement Date), payable at the same time as bonuses are paid to such other senior executive officers of the Change Corporation under the then-applicable Short Term Plan for the fiscal year in Corporate Control, which the Date of Termination occurs and (iiany subsequent fiscal year(s) through the average three-year anniversary of the annual bonuses paid Employment Commencement Date (if any), plus (III) if the Date of Termination occurs after the end of a fiscal year and prior to the date of payment to the Executive of any Bonus for the such prior two fiscal years of the Company ending prior year, then Executive also will be entitled to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate receive an amount equal to the interest rate on 90Bonus the Executive would have otherwise been paid a Bonus for such prior fiscal year, payable at the same time as bonuses for such prior fiscal year are paid to such other senior executive officers of the Corporation under the then-day Treasury bills, as reported in applicable Short Term Plan. (B) If the Wall Street Journal (or similar publication) on Executive’s Date of Termination occurs after the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than paid his Bonus for Cause) or the fiscal year ending June 30, 2014, then the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at receive (I) an amount equal to one times the CompanyExecutive’s expense under any health insurance programs maintained by Base Salary as of the Company Date of Termination, payable in substantially equal installments in accordance with the Corporation’s normal payroll policies commencing on the Date of Termination and continuing for 12 months, plus (II) an amount equal to the Bonus the Executive would have otherwise been paid for the fiscal year in which the Date of Termination occurs had the Executive participated remained employed by the Corporation through the payment date of any such Bonus, payable at the same time as bonuses are paid to other then-current senior executive officers of his terminationthe Corporation under the then-applicable Short Term Plan for the fiscal year in which the Date of Termination occurs. Notwithstanding the foregoing, which coverage any installments under Section 6(b)(iii)(A)(I) or Section 6(b)(iii)(B)(I), as applicable, that otherwise would be payable on the regular payroll dates between the Date of Termination and first day of the seventh (7th) month following the Date of Termination shall be continued for eighteen delayed until the Corporation’s first regular payroll date that is after the first day of the seventh (187th) months or untilmonth following the Date of Termination and included with the installment payable on such payroll date, if earlierany, without adjustment for interest or earnings during the date period of delay. Furthermore, any Severance Payment owed to the Executive obtains comparable coverage under will be reduced by the amount of any compensation earned by the Executive for any consulting or employment services provided on a group health plan maintained by a new employer. To substantially full-time basis for the extent period to which the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearcorresponding Severance Payment relates.

Severance Payment. If(a) If the Corporation and the Employee do not enter into a renewal agreement to be effective January 1, during the Employment Term at any time during the 2008, for a period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reasonat least two years and containing similar terms and conditions to those set forth herein, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and Corporation will pay the execution and timely return by the Executive of the ReleaseEmployee, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) monthsas additional compensation, each in an amount equal to onethe Employee's then current annual Base Salary, as determined under Section 4(a), payable semi-twelfth monthly in arrears for the twelve months ending December 31, 2008; such compensation is hereinafter referred to as the "Severance Payment". (1/12thb) Notwithstanding the provisions of Section 8 (a) above, the sum of Employee will not receive the Severance Payment if, (i) the Executive’s Base Salary, as in effect at Corporation declines to enter into a renewal agreement with the time Employee because the Employee breached the confidentiality and/or non-compete provisions of the Change in Corporate Control, and this Employment Agreement or any other material terms or conditions of his employment; (ii) the average Employee has been terminated for Cause hereunder; (iii) the Employee declines to enter into a renewal agreement with the Corporation, and the Corporation has offered a renewal agreement for a period of not less than two years, containing similar terms and conditions as discussed herein; or 2 (iv) the Employee has received a change of control payment from the Corporation that provides change of control benefits that are at least equal to the amount that would be received by the Employee pursuant to Section 8(a) above. (c) If the Employee's employment is terminated for Cause, the Corporation's sole obligation hereunder shall be to pay the Employee (i) any accrued and unpaid Base Salary as of the annual bonuses date of termination, (ii) an amount equal to such reasonable and necessary business expenses incurred by the Employee in connection with the Employee's employment on behalf of the Corporation on or prior to the date of termination, but not previously paid to the Executive Employee, and (iii) if the basis for the prior two fiscal years such termination arises under clause (i) of the Company ending prior to definition of "Cause," his base Salary (at the Change rate in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) effect on the date of termination) through the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following twelve-month anniversary of the date of such involuntary termination. In addition, if during termination in accordance with the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A normal payroll practices of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and Corporation with respect to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearBase Salary.

Severance Payment. IfThe Company has agreed to provide Xxxxx with a severance payment, during as an Employee of the Employment Term at any time Company, recognizing his service to the Company, pursuant to which the Company will make payments equal to Xxxxx'x current fixed base salary of Twenty Thousand Eight Hundred Thirty-Three Dollars and Thirty-Three Cents ($20,833.33) per month, for and during the period of twelve November 3, 1997 to and including the week ending May 5, 2000. In addition, Xxxxx shall be provided with the same medical benefits to which all employees of the Company are entitled from time to time, currently: medical - Oxford Health; and Dental Guardian (12) consecutive months following the occurrence of a Change "Fringe Benefits"). In the event Company takes such action as will prevent Company from providing such Fringe Benefits to Xxxxx, then, and in Corporate Controlthat event, the Executive Company shall make monthly payments to Xxxxx, in addition to the fixed base salary as aforesaid, equal to the most recent cost to the Company, for providing the Fringe Benefits to its employees generally, prior to the termination of operations of Company. Further, in the event Xxxxx becomes employed by another employer during this thirty (30) month period, Xxxxx'x right to receive the fixed base salary and Fringe Benefits shall not terminate, but if Xxxxx is involuntarily terminated (other than for Cause) or the Executive terminates entitled to benefits from his employment for Good Reasonnew employer which are at least equal to those provided by Company, then subject at the time that Xxxxx becomes eligible to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Releasereceive these benefits, the Executive shall Xxxxx will no longer be entitled to receive the Fringe Benefits from the Company that are provided to Xxxxx by the new employer. During the period of time during which Xxxxx is entitled to said severance payments, Xxxxx shall receive his fixed base salary in bi-weekly installments until the termination thereof as is set forth hereinabove. Company, at Xxxxx'x option, shall place a lump sum severance payment equal to the present value of a series of monthly remaining severance payments for twenty-four (24) monthsin escrow, each in an amount equal to one-twelfth (1/12th) of the sum of and make regular payments from said escrow account thereafter if (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, Company terminates operations and liquidates its assets or (ii) if the average of the annual bonuses paid Company merges into another company. Xxxxx shall neither be required nor permitted to (i) have any active duties or responsibilities to the Executive for Company whatsoever; (ii) report to the prior two fiscal years Company during the severance payment period; (iii) have or maintain any office at the Company; or (iv) engage in any action or make any statement relating to the policies, management or business of the Company ending prior or which Xxxxx knows or reasonably should know would be harmful to the Change in Corporate Control, if anyCompany. Such present value shall be calculated using a discount rate equal The Company agrees not to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under make any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardisparaging statements regarding Xxxxx.

Severance Payment. If, during (i) In the Employment Term at any time during event the period of twelve (12) consecutive months following Executive’s employment shall be terminated by the occurrence of a Change in Corporate Control, Company without Cause or by the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment Executive’s resignation for Good Reason, then subject then, in addition to compliance with the restrictive covenants payments and benefits described in Section 9 and Section 10 and 5(a) above, the execution and timely return by Company shall, during the Severance Period, pay to the Executive in equal installments, an amount equal to 18 months of Executive’s Annual Base Salary in effect at the ReleaseDate of Termination (the “Severance Payment”); and (2) to the extent that bonuses are paid to other Senior Executives for the fiscal year in which the Date of Termination occurs, the then Executive shall be entitled to a pro-rata share of his or her bonus; and (3) for a period of two years following the Date of Termination, the Company shall continue to provide or pay the cost of Medical and Health benefits to Executive and/or Executive’s family. If the Executive becomes reemployed with another employer during such period and is eligible to receive a lump sum severance payment equal employee medical and health benefits under another employer provided plan, the Company shall not be obligated to continue to provide the Medical and Health benefits, to the present value of a series of monthly payments extent that reasonably similar medical and health benefits are available to the Executive pursuant to such employer-provided plan. The Company may satisfy its obligations under this Section 5(b)(i), by paying the applicable premiums for twenty-four (24) monthscontinuation coverage pursuant to COBRA for Executive and/or her family, each in an amount equal to one-twelfth (1/12th) for as long as such COBRA coverage is available under the law; provided however, that if any COBRA coverage cannot be extended the full two years required by Section 5(b)(i)(3), the Company shall pay for reasonably similar medical and health benefits during the period beginning when COBRA coverage ceases and the end of the sum two year period as set forth in Section 5(b)(i)(3). (ii) The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. Notwithstanding anything herein to the contrary, (iA) the Executive’s Base Salary, as in effect at the time no portion of the Change Severance Payment shall be paid unless, on or prior to the thirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement substantially in Corporate Controlthe form attached hereto as Exhibit A (the “Release”), which Release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such Release is revocable under applicable law, and (iiB) the average as of the annual bonuses paid first date on which the Executive violates any covenant contained in Section 7, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Subject to the provisions of Section 9, the Severance Payment shall be paid in equal installments during the Severance Period, at the same time and in the same manner as the Annual Base Salary would have been paid had the Executive for remained in active employment during the prior two fiscal years Severance Period, in accordance with the Company’s normal payroll practices in effect on the Date of the Company ending Termination; provided that any installment that would otherwise have been paid prior to the Change in Corporate Controlfirst normal payroll payment date occurring on or after the thirtieth (30th) day following the Date of Termination (such payroll date, if anythe “First Payment Date”) shall instead be paid on the First Payment Date. Such present value In no event shall any Severance Payment be calculated using a discount rate equal made prior to the interest rate on 90-thirtieth (30th) day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date Date of such involuntary terminationTermination. In additionFor purposes of Section 409A (including, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefitswithout limitation, for purposes of Section 409A 1.409A-2(b)(2)(iii) of the Code Department of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (and the regulations and other guidance issued thereunder“Installment Payments”) shall be provided treated as a right to receive a series of separate monthly in-kind payments of those benefitsand, accordingly, each Installment Payment shall at all times be considered a separate and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardistinct payment.

Severance Payment. If, during (i) In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence event of a Termination Upon Change in Corporate of Control, the Executive is involuntarily terminated (or if Company terminates Executive’s employment other than for Cause) Cause or the Executive terminates his employment resigns for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after of Executive’s Annual Base Salary which shall be paid according to the following schedule (subject to Section 4(d)(iv)): (a) a Change lump sum payment equal to one-half of such amount shall be payable within ten (10) days of following the Termination Date, and (b) one-fourth of the balance of such amount shall be payable within ten (10) days of each of the three-month, six-month, nine-month and twelve month anniversaries of the Termination Date (and in Corporate Control each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Executive is involuntarily terminated Internal Revenue Code of 1986, as amended (the “Code”) would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of Executive’s Termination for any reason other than for Cause(i) Cause or the Executive terminates his employment for (ii) Executive’s resignation without Good Reason, he Executive shall be entitled to continued coverage at receive, within ten (10) days following the Company’s expense under Termination, a lump sum payment equal to one hundred percent (100%) of (a) any health insurance programs maintained by actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months Executive participated at remained in the time employ of his terminationCompany; provided, which coverage however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be continued for eighteen (18) months or untilpaid at such time as permitted by Section 409A of the Code. To illustrate, if earlierExecutive’s target bonus at 100% equals $120,000 for the calendar year and Executive is terminated on October 15th, then the date the Executive obtains comparable coverage under foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable full month worked). (ii) [RESERVED] (iii) Notwithstanding anything in this Agreement to the Executivecontrary, such benefits, payments to be made upon a termination of employment under this Agreement will be made upon a “separation from service” within the meaning of Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code (and Code. To the regulations and other guidance issued thereunder) maximum extent permissible payments under this Agreement shall be provided treated as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted exempt from Section 409A first pursuant to the exception for short-term deferrals, then pursuant to the exception for payments related to separations from service, and then for de minimis amounts (iv) Executive shall forfeit all rights to payment of severance pursuant to this Section 4(d) or otherwise unless he signs and delivers a general release and separation agreement, in form and substance reasonably acceptable to Company within 60 days after Executive’s termination of employment. Notwithstanding anything to the Codecontrary contained herein, the provision of the in-kind benefits during one calendar year shall no severance payment will be due and payable until Executive executes and delivers such general release and separation agreement and it is not affect the in-kind benefits subject to be provided in any other calendar yearrevocation, if applicable.

Severance Payment. IfExcept as otherwise provided in this Paragraph 7(b), during if the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily Executive’s services are terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject pursuant to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the ReleaseParagraph 6(c), the Executive shall be entitled to receive his Base Salary through his final date of active employment, plus any accrued but unused vacation pay. The Executive also shall be entitled to a lump sum severance payment amount equal to the present value sum of a series of monthly payments for (i) two times the Base Salary, plus (ii) one times the target bonus. Such severance payment shall be payable to the Executive over twenty-four (24) monthsmonths following the date of termination, each in an amount equal to one-twelfth provided (1/12th) of the sum of (ia) the Executive’s Base SalaryExecutive signs an agreement that waives any rights the Executive may otherwise have against the Employer and releases the Employer from actions, as in effect at suits, claims, proceedings and demands related to the time period of employment and/or the Change in Corporate Controltermination of employment, and (iib) the average of Employer shall be permitted to offset from the annual bonuses severance payment hereunder any salary paid to the Executive for during the prior two fiscal years sixty (60) day written notice period, if the Employer, in its discretion, directs the Executive to perform no substantial services during such sixty (60) day written notice period. For twenty-four (24) months (the “Continuation Period”) following such termination, the Executive shall, at the Company’s expense, continue to be eligible to participate, on his behalf and on behalf of his dependents and beneficiaries, in the Company ending prior Company’s medical and dental insurance benefit plans and programs (the “Benefit Plans”) on the same terms as provided to the Change Executive under the Company’s Benefit Plans as in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to existence at any time during the interest rate on 90-day Treasury billsperiod prior to his termination. Upon the expiration of the Continuation Period, as reported the Executive shall be entitled to elect any benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA). The foregoing notwithstanding, if the Company is unable to effectuate the Executive’s continued participation in the Wall Street Journal Benefit Plans in accordance with the terms of this subsection (or similar publicationiii), the Company agrees that it shall pay the full cost of any COBRA continuation coverage elected by the Executive and for which the Executive (and his dependents and beneficiaries) on is eligible during the date Continuation Period. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s employee benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverage and benefits of the Change in Corporate Controlcombined employee benefit plans is no less favorable to the Executive than the coverage and benefits required to be provided hereunder. Such lump sum payment shall be Any payments made to the Executive within sixty (60under the foregoing provisions of this Paragraph 7(b) days following the date of such involuntary termination. In additionshall, if during the Employment Term employment is terminated within twelve (12) months after a Change in Corporate Control of the Effective Date, be reduced by any wages and/or compensation earned by the Executive is involuntarily terminated through his performance of substantially full-time employment during the duration of such twenty-four (other than for Cause24) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearmonth period.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following Upon the occurrence of a Change Termination Event (as ----------------- defined in Corporate ControlSection 3): (i) within 30 days following such Termination Event, upon Officer's execution of a General Release materially in the form attached hereto as Exhibit A (the "General Release"), the Executive is involuntarily terminated Company or its successor (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive an affiliate of the Release, the Executive Company or any successor thereto) shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in pay Officer an amount equal to one-twelfth Officer's Annual Base Salary (1/12thas defined in Section 3) of the multiplied by 2.0, payable as a lump sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and cash payment; (ii) if Officer was participating in a life insurance and/or disability benefit plan maintained by an Employer as of his or her Termination Date, such coverage will be continued at the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Controlsame cost, if any. Such present value shall be calculated using , charged to similarly situated active employees under such plans for a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date period of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days eighteen months following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or untilTermination Date or, if earlier, the date as of which Officer obtains other employment. Officer shall immediately notify the Executive obtains comparable coverage under Company upon obtaining other employment; (iii) if Officer was participating in a group health hospital, surgical, medical or dental benefit plan maintained by a new employer. To the extent the benefits provided an Employer as of his or her Termination Date and if Officer elects to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), Officer will be reimbursed the premiums paid to continue such coverage under COBRA until the date as of which Officer obtains other employment. Officer shall immediately preceding sentence are otherwise taxable notify the Company upon obtaining other employment; (iv) all restricted stock, options or other rights with respect to equity interests in the Executive, Company and/or its affiliates granted to Officer on or before such benefits, for purposes of Section 409A Termination Date shall immediately vest as of the Code Termination Date; and (and v) the regulations and other guidance issued thereunderCompany or any successor thereto (or an affiliate of the Company or any successor thereto) shall take all such action as may be provided necessary or appropriate to amend any option to purchase the Company's common stock held by Officer to provide that such option will not terminate as separate monthly in-kind payments a result of those benefits, and to or in connection with Officer's termination of employment with the extent those benefits are subject to and not otherwise excepted from Section 409A Company or any successor thereto (or an affiliate of the CodeCompany or any successor thereto), the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits but may continue to be provided in any other calendar yearexercised following such termination of employment until the date on which such options otherwise would expire.

Severance Payment. IfSubject to the other provisions of this Agreement, during if Employee incurs a Qualifying Termination and timely executes and returns to the Company (and does not revoke) a release of claims in the form provided to Employee by the Company for such purpose at the time of Employee's Qualifying Termination (the "Release"), as provided for in Section 15 of this Agreement, (1) the Company shall pay Employee a lump sum cash payment equal to one (1) times the sum of Employee's Base Salary, less all required payroll taxes and any other appropriate withholdings and deductions, on the first payroll date immediately following the date that the Release becomes effective. In the event that the period for signing, returning and revoking the Release spans two (2) tax years, the payment will be paid in the second taxable year; and (2) the Company shall, or shall use commercially reasonable efforts to cause the sponsor of the group health plan in which Employee participates to, maintain continued group health plan coverage following the Employment Term at Termination Date under all group health plans in which Employee participates as of the Employment Termination Date that are subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (as codified in Code Section 4980B and Part 6 of Subtitle B of Title I of ERISA) ("COBRA") for Employee and Employee's eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive any time such COBRA coverage in accordance with applicable law. However, Employee (and Employee's spouse and dependents) shall not be required to pay more for such COBRA coverage than is charged by the Company to its officers who are then in active service for the Company and receiving coverage under such plan (or, if there are no officers in active service participating in such plan during which COBRA coverage is provided under this Section 4(b)((2), then Employee shall not be required to pay more for such COBRA coverage than the monthly premium rate as in effect as of the Employment Termination Date) and, therefore, the Company shall be responsible for the difference between the amount charged hereunder and the full COBRA premiums; provided that if COBRA coverage ceases during the period in which it is to be provided under this Section 4(b)(2) due to the Company liquidating and no such plan being in existence (the "Liquidating Event"), the Company shall pay to Employee an amount equal to the product of twelve (12x) consecutive the Company's portion of the monthly premium rate in effect as of the Employment Termination Date and (y) the number of full or partial months remaining in the eighteen (18) month period after the Employment Termination Date following the occurrence of a Change Liquidating Event, payable in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date occurrence of a Liquidating Event. In all other respects, Employee (and Employee's spouse and dependents) shall be treated the same as other COBRA qualified beneficiaries under the terms of such involuntary terminationplans and the provisions of COBRA. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled event of any change to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employerfollowing the Employment Termination Date, Employee and Employee's spouse and dependents, as applicable, shall be treated consistently with the then-current officers of the Company with respect to the terms and conditions of coverage and other substantive provisions of the plan. To Following the extent the benefits provided Employment Termination Date, Employee and Employee's spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A Medicare program or any similar program of the Code (United States or any agency thereof. Employee and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and Employee's spouse further agree to the extent those benefits are subject to and not otherwise excepted pay any required premiums for Medicare coverage from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeartheir personal funds.

Severance Payment. If(i) In the event of the Executive’s termination of employment under the circumstances described below, then, in addition to the payments and benefits described in Section 5(a) above, the Company shall, during the Employment period beginning on the Date of Termination and ending on the later of the last day of the then applicable Term at any time during and the period first (1st) anniversary of twelve the Date of Termination (12) consecutive months following the occurrence of a Change in Corporate Control“Severance Period”), pay to the Executive is involuntarily an amount (the “Severance Payment”) calculated as described below: (A) If the Executive’s employment shall be terminated (other than for Causeby the Company without Cause pursuant to Section 4(a)(iv) or by the Executive terminates his employment Executive’s resignation for Good ReasonReason pursuant to Section 4(a)(v), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive Severance Payment shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th1) of the sum of (ix) the Executive’s Annual Base Salary, as Salary for the year in effect at which the time Date of the Change in Corporate ControlTermination occurs, and (iiy) the average of the annual bonuses Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination occurs (provided that, in the case of such a termination prior to January 1, 2013, the amount in this clause (y) shall instead be the target Annual Bonus for calendar year 2012), multiplied by (2) a fraction, the numerator of which is equal to the number of days in the Severance Period and the denominator of which is 365. (B) If the Executive’s employment shall be terminated due to non-extension of the Initial Term or any Extension Term by the Company pursuant to Section 4(a)(vii) or by the Executive pursuant to Section 4(a)(viii), but only if the Company exercises its Noncompete Option in connection with such termination, then the Severance Payment shall be an amount equal to (1) the sum of (x) the Annual Base Salary for the prior two fiscal years year in which the Date of Termination occurs, and (y) the Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination occurs, multiplied by (2) a fraction, the numerator of which is equal to the number of days from the Date of Termination through the expiration date of the Restricted Period (as elected by the Company pursuant to its Noncompete Option), and the denominator of which is 365; provided that, for purposes of this Section 5(b)(i)(B), the Severance Period shall mean the period beginning on the Date of Termination and ending on the expiration date of the Restricted Period (as elected by the Company pursuant to its Noncompete Option). (ii) Notwithstanding anything herein to the contrary, (A) no portion of the Severance Payment shall be paid unless, on or prior to the Change thirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement substantially in Corporate Control, the form attached hereto as Exhibit A and such release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such release is revocable under applicable law, and (B) as of the first date on which the Executive violates any covenant contained in Section 6, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Such present value Subject to the provisions of Section 9, the Severance Payment shall be calculated using a discount rate paid in equal to installments during the interest rate on 90-day Treasury billsSeverance Period, as reported at the same time and in the Wall Street Journal (or similar publication) on same manner as the date of the Change in Corporate Control. Such lump sum payment shall be made to Annual Base Salary would have been paid had the Executive within sixty (60) days following the date of such involuntary termination. In addition, if remained in active employment during the Employment Term within twelve (12) months after a Change Severance Period, in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at accordance with the Company’s expense under normal payroll practices in effect on the Date of Termination; provided that any health insurance programs maintained by installment that would otherwise have been paid prior to the Company in which first normal payroll payment date occurring on or after the Executive participated at thirtieth (30th) day following the time Date of his termination, which coverage shall be continued for eighteen Termination (18) months or until, if earliersuch payroll date, the date “First Payment Date”) shall instead be paid on the Executive obtains comparable coverage under a group health plan maintained by a new employerFirst Payment Date. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the ExecutiveFor purposes of Section 409A (including, such benefitswithout limitation, for purposes of Section 409A 1.409A-2(b)(2)(iii) of the Code Department of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (and the regulations and other guidance issued thereunder“Installment Payments”) shall be provided treated as a right to receive a series of separate monthly in-kind payments of those benefitsand, accordingly, each Installment Payment shall at all times be considered a separate and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardistinct payment.

Severance Payment. If, (a) Upon satisfaction of the requirements set forth in Sections 5 and 10(a) hereof and with respect to any one or more Changes in Control that may occur during the Employment Term at any time during the period term of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Releasethis Agreement, the Executive shall be entitled to receive a lump sum cash severance payment benefit equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) three times minus $1 of the sum of Executive's average annual gross income (ias defined in Treasury Regulation 1.280G-1(34)) from the Company and its related entities (or the amount that would have been the average annual gross income if the Executive had been a United States citizen or resident), calculated over the Executive’s Base Salary, as in effect at 's five taxable years immediately preceding the time taxable year of the Change in Corporate ControlControl ("Base Period"). If the Executive was not employed by the Company or a related entity for any full taxable year during the Base Period, and (ii) then the average Executive's gross income from the Company or a related entity for such year shall be annualized. If the Executive was not employed by the Employer or a related entity during all five taxable years within the Base Period, the portion of the annual bonuses paid to 5-year period during which the Executive performed services for the prior two fiscal years Company or a related entity shall constitute the Base Period for such Executive. (b) The value of the cash severance benefit provided in paragraph (a) above, when aggregated with any other "golden parachute" amounts (defined under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") as compensation that becomes payable or accelerated due to a Change in Control) pursuant to any other plans, agreements or policies of the Company ending prior and its subsidiaries, shall be reduced to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense highest amount permissible under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A Sections 280G and 4999 of the Code (before the Executive becomes subject to the excess parachute payment excise tax under Section 4999 of the Code and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments Company loses all or part of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearits compensation deduction for such payments.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12i) consecutive months following the occurrence of a Change in Corporate Control, The Company shall pay to the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive as severance pay a lump sum severance payment equal (the “Severance Payment”), in cash, in full, within five (5) days following the execution of the General Release (as defined in Section 5(c) below) by Executive (or in the event a revocation period applies to such General Release, within five (5) days following the present value expiration of a series such revocation period) of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (ix) the Executive’s Base Salary, as highest annual base salary in effect at during the time 12-month period immediately preceding the Date of the Change in Corporate ControlTermination, and (iiy) the average of the annual bonuses paid Executive’s incentive compensation bonus that would otherwise be payable to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at under the Company’s expense under any health insurance programs maintained by Bonus Plan then in effect for the Company year in which the Date of Termination occurred assuming one hundred percent (100%) satisfaction of all performance goals established under such Bonus Plan for the Executive, multiplied by 1.00. (ii) In the event that the Company asserts that the Executive participated at the time of his termination, which coverage shall be continued has been terminated for eighteen (18Disability pursuant to Section 3(b) months or until, if earlierfor Cause pursuant to Section 3(d), the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable may, within 30 days after Notice of Termination is given to the Executive, notify the Company in writing that the Executive disputes the basis for the termination. After such benefitsnotice has been timely given by the Executive, if either (x) the Executive prevails in Executive’s position or (y) the Company changes its position and voluntarily pays the Severance Payment to the Executive, then in either case as liquidated damages and not any penalty the Company shall also pay to the Executive together with the Severance Payment an additional amount equal to the Executive’s highest annual base salary in effect during the 12-month period immediately preceding the Date of Termination, pro rated on a daily basis for purposes the period (not to exceed 6 months) from the Date of Section 409A Termination until the date on which the Company actually pays the Severance Payment to the Executive. (iii) The foregoing payments shall be in addition to any payments or other compensation that would otherwise be payable to the Executive under any other then existing Severance Plan of the Code (and the regulations and other guidance issued thereunder) Company. All payments hereunder shall be provided as separate monthly in-kind payments made net of those benefitswithholdings required by applicable federal, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearstate or local laws.

Severance Payment. If(i) In the event of the Executive’s termination of employment under the circumstances described below, then, in addition to the payments and benefits described in Section 5(a) above, the Company shall, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate ControlSeverance Period, pay to the Executive is involuntarily an amount (the “Severance Payment”) calculated as described below: (A) If the Executive’s employment shall be terminated (other than for Causeby the Company without Cause pursuant to Section 4(a)(iv) or by the Executive terminates his employment Executive’s resignation for Good ReasonReason pursuant to Section 4(a)(v), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive Severance Payment shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i1) the Executive’s Annual Base Salary, as Salary for the year in effect at which the time Date of the Change in Corporate ControlTermination occurs, and (ii2) the average of the annual bonuses Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination occurs. (B) If the Executive’s employment shall be terminated due to non-extension of the Initial Term or any Extension Term by the Company pursuant to Section 4(a)(vii) or by the Executive pursuant to Section 4(a)(viii), but only if the Company exercises its Noncompete Option in connection with such termination, then the Severance Payment shall be an amount equal to (1) the sum of (x) the Annual Base Salary for the prior two fiscal years year in which the Date of Termination occurs, and (y) the Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which the Date of Termination occurs, multiplied by (2) a fraction, the numerator of which is equal to the number of days from the Date of Termination through the expiration date of the Restricted Period (as elected by the Company ending pursuant to its Noncompete Option), and the denominator of which is 365. (ii) The Severance Payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. Notwithstanding anything herein to the contrary, (A) no portion of the Severance Payment shall be paid unless, on or prior to the Change thirtieth (30th) day following the Date of Termination, the Executive timely executes a general waiver and release of claims agreement substantially in Corporate Controlthe form attached hereto as Exhibit A (the “Release”), which Release shall not have been revoked by the Executive prior to the expiration of the period (if any) during which any portion of such Release is revocable under applicable law, and (B) as of the first date Execution Copy on which the Executive violates any covenant contained in Section 7, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Such present value Subject to the provisions of Section 9, the Severance Payment shall be calculated using a discount rate paid in equal to installments during the interest rate on 90-day Treasury billsSeverance Period, as reported at the same time and in the Wall Street Journal (or similar publication) on same manner as the date of the Change in Corporate Control. Such lump sum payment shall be made to Annual Base Salary would have been paid had the Executive within sixty (60) days following the date of such involuntary termination. In addition, if remained in active employment during the Employment Term within twelve (12) months after a Change Severance Period, in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at accordance with the Company’s expense under normal payroll practices in effect on the Date of Termination; provided that any health insurance programs maintained by installment that would otherwise have been paid prior to the Company in which first normal payroll payment date occurring on or after the Executive participated at thirtieth (30th) day following the time Date of his termination, which coverage shall be continued for eighteen Termination (18) months or until, if earliersuch payroll date, the date “First Payment Date”) shall instead be paid on the Executive obtains comparable coverage under a group health plan maintained by a new employerFirst Payment Date. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the ExecutiveFor purposes of Section 409A (including, such benefitswithout limitation, for purposes of Section 409A 1.409A-2(b)(2)(iii) of the Code Department of Treasury Regulations), the Executive’s right to receive the Severance Payment in the form of installment payments (and the regulations and other guidance issued thereunder“Installment Payments”) shall be provided treated as a right to receive a series of separate monthly in-kind payments of those benefitsand, accordingly, each Installment Payment shall at all times be considered a separate and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardistinct payment.

Severance Payment. If(a) If the Corporation and the Employee do not enter into a renewal agreement to be effective January 1, during the Employment Term at any time during the 2008, for a period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reasonat least two years and containing similar terms and conditions to those set forth herein, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and Corporation will pay the execution and timely return by the Executive of the ReleaseEmployee, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) monthsas additional compensation, each in an amount equal to onethe Employee's then current annual Base Salary, as determined under Section 4(a), payable semi-twelfth monthly in arrears for the twelve months ending December 31, 2008; such compensation is hereinafter referred to as the "Severance Payment". (1/12thb) Notwithstanding the provisions of Section 8 (a) above, the sum of Employee will not receive the Severance Payment if, (i) the Executive’s Base Salary, as in effect at Corporation declines to enter into a renewal agreement with the time Employee because the Employee breached the confidentiality and/or non-compete provisions of the Change in Corporate Control, and this Employment Agreement or any other material terms or conditions of his employment; (ii) the average Employee has been terminated for Cause hereunder; (iii) the Employee declines to enter into a renewal agreement with the Corporation, and the Corporation has offered a renewal agreement for a period of not less than two years, containing similar terms and conditions as discussed herein; or (iv) the Employee has received a change of control payment from the Corporation that provides change of control benefits that are at least equal to the amount that would be received by the Employee pursuant to Section 8(a) above. (c) If the Employee's employment is terminated for Cause, the Corporation's sole obligation hereunder shall be to pay the Employee (i) any accrued and unpaid Base Salary as of the annual bonuses date of termination, (ii) an amount equal to such reasonable and necessary business expenses incurred by the Employee in connection with the Employee's employment on behalf of the Corporation on or prior to the date of termination, but not previously paid to the Executive Employee, and (iii) if the basis for the prior two fiscal years such termination arises under clause (i) of the Company ending prior to definition of "Cause," his base Salary (at the Change rate in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) effect on the date of termination) through the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following twelve-month anniversary of the date of such involuntary termination. In addition, if during termination in accordance with the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A normal payroll practices of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and Corporation with respect to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearBase Salary.

Severance Payment. If(a) If the Company elects to terminate your employment for any reason, during the Employment Term at any time during the period of twelve other than a reason stated in Section 2(c) below, within one year following either (12w) consecutive months following the occurrence of a Change in Corporate Control or (x) your acceptance of the offer to you pursuant to clause (A)(1) or (B)(1) of the definition of Change in Control, or if you elect to terminate your employment with the Company for Good Reason (as defined below) within one year following either (y) a Change in Control or (z) your acceptance of the offer to you pursuant to clause (A)(1) or (B)(1) of the definition of Change in Control, the Company shall pay to you as a severance payment the following: (i) Your then current base salary (less deductions required by law) from the date of your termination until the date which is [three years for the President; two years for Executive Vice Presidents; one and one-half years for Senior Vice Presidents and one year for Vice Presidents] following the date of termination (the "Severance Period"); plus (ii) During the Severance Period, until such time as you are eligible for substantially similar coverage under another employer's insurance policies, continued participation in the Company's Health, Dental and Vision Program as well as Life, Disability and Accidental Death and Dismemberment (collectively, "Insurance Benefits") provided to you by the Company at the date of your termination; plus (iii) A dollar amount equal to any bonus earned and owing, or that would have been earned and owing had you remained in the employ of the Company as its Vice President, assuming 100% of the performance target is involuntarily achieved, pursuant to the terms of the Company's Bonus Plan (the "Bonus Amount"), for the fiscal year in which your employment was terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance commencing with the restrictive covenants first day of such fiscal year through the last day of such fiscal year (the "Termination Year") times [three for the President; two for Executive Vice Presidents; one and one-half for Senior Vice Presidents and one for Vice Presidents]; plus (iv) Clear title, free of any liens, to the car provided to you by the Company at the date of termination of your employment; (the cash amounts and property referred to in clauses (i) through (iv) above are herein collectively referred to as the "Severance Payment"). With respect to the portion of the Severance Payment made pursuant to clause 2(a)(i) above, such payment shall be paid in one lump sum (by wire transfer or cashier's check) on the date that the Release Agreement referred to in Section 9 2(b) below becomes effective. With respect to the continuation of Insurance Benefits as provided in clause 2(a)(ii) above, such Insurance Benefits shall be provided to you as part of the Company's benefits plans if the plans so permit, and Section 10 if such plans do not permit, the Health, Dental and Vision coverage shall be provided as required by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and you agree to make the elections necessary to continue such Insurance Benefits. You agree to pay a portion of the premium for such Health, Dental and Vision Insurance Benefits to the same extent (assuming the same coverage) required of the then current senior executive of the Company having the same status as you had on the date of your termination. With respect to the portion of the Severance Payment due to you under a Bonus Plan pursuant to clause 2(a)(iii) above, the Bonus Amount shall be calculated within 60 days after the end of the Termination Year and the execution and timely return full amount owed to you shall be paid to you by wire transfer or cashier's check, less required deductions, in one lump sum within ten days after the Executive date of calculation or, if later, the date on which the Release Agreement referred to below becomes effective. The Bonus Amount payable to you shall be made without regard to the actual financial results of the ReleaseCompany. (b) Notwithstanding anything to the contrary herein, the Executive Company shall not be obligated to make any Severance Payment (or portion thereof) hereunder unless you execute and deliver to the Company a Release Agreement, substantially in the form attached hereto as Exhibit A, in which you agree to release the Company from any and all claims relating to or arising from your employment or termination, and such Release Agreement has become effective. It is expressly understood that such release will not extend to matters arising after the date of your termination. (c) Notwithstanding anything to the contrary herein, in no event will you be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of any Severance Payment if your employment is terminated because: (i) You commit any act of fraud, intentional misrepresentation or serious misconduct in connection with the Executive’s Base Salarybusiness of the Company, including but not limited to, falsifying any documents or agreements (regardless of form); or (ii) You willfully and materially violate any written rule or policy of any of the Company (A) for which violation an employee may be terminated pursuant to the written policies of the Company reasonably applicable to an executive employee, (B) which violation results in material damage to the Company, and (C) which you fail to correct within 60 days after written notice to you by the President or the Board of Directors; or (iii) You willfully breach or habitually neglect any material aspect of your duties (A) in the ordinary course of your employment, or (B) assigned to you by the Company, which assignment is reasonable in the light of your position with the Company, and you fail to correct the same within 60 days after written notice to you by the President or the Board of Directors of the Company (all of the foregoing duties, "Duties"); or (iv) You willfully and materially fail to comply with a direction from the President or the Board of Directors of the Company with respect to a material matter, which direction is reasonable in the light of your position with the Company and you fail to correct the same within 60 days after written notice to you by the President or the Board of Directors; or (vi) You are convicted by a court of competent jurisdiction of a felony involving moral turpitude or which materially damages the Company. (d) For purposes of this Agreement certain capitalized terms have the meaning as set forth below: (i) The term "Bonus Plan" means the bonus plan in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Controldate of your termination; provided, if any. Such present value however, that any amendment or modification or termination of such Bonus Plan within 12 months prior to your date of termination shall be calculated using disregarded for purposes of calculating the Bonus Amount if such amendment or modification of the bonus plan or a discount rate equal to the interest rate on 90-day Treasury billsreplacement plan, as reported in the Wall Street Journal (event of a termination of the bonus plan, would have an adverse effect on the calculation of the Bonus Amount; and, provided further, however, that any amendment, modification or similar publication) on termination of the Bonus Plan subsequent to the date of your termination shall have no effect on the Change in Corporate Control. Such lump sum payment shall be made to calculation of the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) Bonus Amount or the Executive terminates his employment for Good Reason, he shall be entitled Company's obligation to continued coverage at pay the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearBonus Amount hereunder.

Severance Payment. If(i) If Executive’s employment shall be terminated by Company without Cause pursuant to Section 4(a)(iv) or by Executive’s resignation for Good Reason pursuant to Section 4(a)(v), then, in addition to the payments and benefits described in Section 5(a) above, Company shall, during the Employment Severance Period, pay to Executive (the “Severance Payment”) the remainder, if any of the Annual Base Salary for the then current Term at any time during (for the period avoidance of twelve (12doubt, no Severance Payment is owed if Executive’s employment is terminated for Cause, by Executive without Good Reason or due to the nonrenewal of the Term); provided, however, if such termination by the Company without Cause pursuant to Section 4(a)(iv) consecutive months or by Executive’s resignation for Good Reason pursuant to Section 4(a)(v) occurs following the occurrence of a Change in Corporate Control, then the Severance Payment shall be the Annual Base Salary for the Restricted Period. (ii) The Severance Payment shall be in lieu of notice or any other severance benefits to which Executive is involuntarily terminated might otherwise be entitled. Notwithstanding anything herein to the contrary, (A) no portion of the Severance Payment shall be paid unless, on or prior to the 60th day following the Date of Termination, Executive timely executes a general waiver and release of claims agreement in the form attached to this Agreement with only such changes as are needed to reflect the actual Severance Payment (and any other than for Causeseverance arrangements) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal which outside counsel to the present value of a series of monthly payments for twenty-four Company opines are required to comply with then applicable law (24) monthsthe “Release”), each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Controlwhich Release shall not have been revoked by Executive and all applicable revocations periods shall have expired, and (iiB) the average as of the annual bonuses paid first date on which Executive violates any covenant contained in Section 7, any remaining unpaid portion of the Severance Payment shall thereupon be forfeited. Subject to the Executive for provisions of Section 9, the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value Severance Payment shall be calculated using paid in a discount rate equal to lump sum, at the interest rate on 90-day Treasury bills, as reported same time and in the Wall Street Journal (or similar publication) same manner as the Annual Base Salary would have been paid no later than the 60th day following the Date of Termination, in accordance with Company’s normal payroll practices in effect on the date Date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearTermination.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Subject to the Executive is involuntarily terminated (other than for Cause) or signing and not revoking a release of claims in a form prescribed by the Corporation and the Executive terminates his employment for Good Reason, then subject to remaining in strict compliance with the restrictive covenants in Section 9 terms of this Agreement and Section 10 any other written agreements between the Corporation and the execution and timely return by the Executive of the ReleaseExecutive, the Executive shall be entitled to receive a lump sum the following amount as severance payment pay, subject to such amount being reduced as provided below (referred to in this Section 6(b)(iii) as the “Severance Payment”): (I) an amount equal to two times the present value Executive’s Base Salary as of a series the Date of monthly payments Termination, payable in substantially equal installments in accordance with the Corporation’s normal payroll policies commencing on the Date of Termination and continuing for twenty-four (24) consecutive months, each in plus (II) an amount equal to onethe Bonus the Executive would have otherwise been paid for the fiscal year in which the Date of Termination occurs had the Executive remained employed by the Corporation through the payment date of any such Bonus, payable at the same time as bonuses are paid to other then-twelfth (1/12th) current senior executive officers of the sum of (i) Corporation under the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive then-applicable Short Term Plan for the prior two fiscal years year in which the Date of Termination occurs. provided, however, that any Severance Payment installments payable under this Section 6(b)(iii) that otherwise would be paid during the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within first sixty (60) days following after the date Date of such involuntary termination. In addition, if during Termination will be delayed and included in the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable first installment paid to the ExecutiveEmployee on the first payroll date that is more than sixty (60) days after the Date of Termination, such benefitsand provided further that if the Employee is considered a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) as of the Date of Termination, then no payments of deferred compensation payable due to Employee’s separation from service for purposes of Section section 409A of the Code (and the regulations and other guidance issued thereunder) shall be made under this Agreement until the Corporation’s first regular payroll date that is after the first day of the seventh (7th) month following the Date of Termination and included with the installment payable on such payroll date, if any, without adjustment for interest or earnings during the period of delay. Furthermore, any Severance Payment owed to the Employee under subsections (I) or (II) above will be reduced by the amount of any compensation earned by the Employee for any consulting or employment services provided as separate monthly inon a substantially full-kind payments time basis during the period of those benefitstime Employee receives Severance Payment installments under subsection (I) or (II) above, and to the extent those benefits are subject such compensation is payable by an entity unrelated to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearCorporation.

Severance Payment. If(i) Where the Company terminates this Agreement on or before 30 December 2004, during other than for Cause or by giving the Employment Term at Required Notice Period as set out in Section 3(a)(i) above, the Company will pay the Employee liquidated damages in lieu of all or part of the Required Notice Period PROVIDED the Employee has not breached any time during of the period covenants set out in Sections 5, 6 and 7 of twelve (12) consecutive months following this Agreement. The employment shall terminate on the occurrence date of receipt of a Change notice from the Company to the Employee which states that all or part of the Required Notice Period will not be given (“the date of early termination”) and the payment will be a sum equal to (for the length of all or the specified part of the Required Notice Period): (A) the value of the Employee’s Base Salary (as at the rate last set before the date of early termination); and (B) his annual Incentive Compensation (such Incentive Compensation to be equal to the average annual Incentive Compensation as a percentage of Base Salary paid to the Employee for the two most recent years in Corporate Control, which Incentive Compensation was paid). (ii) Where the Executive is involuntarily terminated (Company terminates this Agreement on or after 31 December 2004 other than for Cause) , the Company may on giving written notice make a payment in lieu of part or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive all of the Release, the Executive Required Notice Period. The employment shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) terminate on the date of receipt of such notice from the Change Company by the Employee (“the date of early termination”) and payment will be a sum equal to the Base Salary (at the rate last set before the date of early termination) and his annual Incentive Compensation (such Incentive Compensation to be equal to the average annual Incentive Compensation as a percentage of Base Salary paid to the Employee for the three most recent years in Corporate Control. Such lump sum payment which Incentive Compensation was paid), both pro-rated for the duration of the remaining notice period (the “Foregone Notice Period”) and, if not possible to continue provision of such benefits as set out under section 3(c)(iii) below, the value (to be determined and paid by the Company based upon a two year period), of the benefits set out in Sections 2(d)(i), (ii), (iii) and (v) (life assurance, disability benefits, long term care benefits and health insurance) and 2(e) (pension), and (unless the Company continues provision of such benefits until the end of the Foregone Notice Period or until the Employee commences new employment providing such benefits whichever is the sooner) the value of the benefits set out in Sections 2(d)(iv) (club membership) and 2(h)(car) for the Foregone Notice Period (iii) Where the Company terminates this Agreement either under Section 3(c)(i) or Section 3(c)(ii), so long as the Employee has not breached any of the covenants set forth in Sections 5, 6 and 7 below, the Company shall continue to provide the benefits set out in Sections 2(d)(i)(ii)(iii) and (v)(life assurance, disability benefits, long term care benefits and health insurance) and 2(e) (pension) subject to the rules of the schemes as amended from time to time for a period of two years after the relevant date of early termination, and shall continue to provide the benefits set out in Sections 2(d)(iv) (club memberships) and 2(h) (car) for the Required Notice Period EXCEPT any such benefit shall be discontinued as at the date on which the Employee commences employment with a new employer which customarily provides such benefit to a manager of similar status to the Employee unless the Company determines to its reasonable satisfaction that the new employer is not providing such benefit to the Employee for a good reason. The Company may also decide at its sole discretion to make a payment in lieu of provision of the benefits set out in 2(d)(iv) (club membership) and 2(h) (car). In the event the terms of the Company’s defined benefit pension plan, or Internal Revenue Service or other rules applicable thereto, do not permit such continuation of the Employee for such purposes, and payment is not made in lieu under Section 3(c)(ii), the Company shall make supplemental payments to the Employee or his beneficiaries in the full amount of the difference at the time such payments would otherwise have been made to the Executive within sixty (60) days following Employee from such plan. Whether or not the date of such involuntary termination. In additionEmployee is entitled to receive, if during or actually receives, the Employment Term within twelve (12) months after a Change payments and benefits described in Corporate Control this Section 3(c)(iii), the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he Employee shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained bound by the Company in which the Executive participated at the time covenants of his terminationSections 5, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (6 and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year7 below.

Severance Payment. IfIn lieu of any severance payments Executive may be entitled to receive under the Employment Agreement or any other severance program of the Company and subject to the terms and conditions set forth in this Section 4, in the event that at anytime during the Employment Term at any time during the two year period of twelve (12) consecutive months following the occurrence of a Change in Corporate ControlClosing Date the Company terminates Executive's employment without Cause, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reasonany reason (or for no reason), then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to and the present value of a series of monthly payments for twenty-four Company shall pay the Executive the following: (24a) months, each in an amount equal to one$1,200,000, payable in twenty-twelfth four equal monthly installments in accordance with the Company's normal payroll practices; (1/12thb) continuation of Benefits upon the same terms as active employees of the sum Company for a period equal to the lesser of (i) the Executive’s Base Salarytwenty-four months, as in effect at the time of the Change in Corporate Control, and or (ii) the average date Executive becomes entitled to receive Benefits under any subsequent employer's benefit and/or welfare plans, with such Benefit continuation being provided concurrent with and not in addition to any continuation coverage which is required by law; (c) up to $10,000 of outplacement assistance; and (d) vesting of each Option the Exercise Price of which is less than the fair market value of the annual bonuses paid underlying Common Stock. Executive's entitlements under this Section 4 and the Company's obligations to make such payments, provide such Benefits or vest the Options are subject to the Executive's execution and enforceability of a General Release of Claims in substantially the form attached as Exhibit A and Executive's compliance with the terms of Sections 6, 7 and 8 hereof. The amounts payable under this Section 4 shall be reduced by any amounts to which Executive for may become entitled pursuant to any severance, separation, notice or termination payments on account of his or her employment or termination of employment with the prior two fiscal years Company, including, any payments required to be paid under any Federal, state or local law (except unemployment benefits payable in accordance with state law, payment pursuant to any employee benefit plan of the Company ending prior subject to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury billsEmployee Retirement Income Security Act of 1974, as reported in amended, exercise of Options, or payment for unpaid salary, bonus or unused but accrued vacation). If Executive's employment with the Wall Street Journal Company is terminated by reason of death, disability or for Cause (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily could have been terminated (other than for Cause) or the ), Executive terminates his employment for Good Reason, he shall not be entitled to continued coverage at any severance under the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time terms of his termination, which coverage shall be continued for eighteen (18) months or untilthis Agreement. In such circumstances severance, if earlier, any will be paid in accordance with the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearEmployment Agreement.

Severance Payment. IfIn lieu of any severance payments Executive may be entitled to receive under any severance program of the Company, during in the Employment Term at any time event Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason during the period of twelve (12) consecutive months following beginning on the occurrence of a Change in Corporate Control, Closing Date and ending on the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reasonsecond anniversary thereof, then subject to compliance with the restrictive covenants terms and conditions set forth in this Section 9 and Section 10 and the execution and timely return by the Executive of the Release3, the Executive shall be entitled to receive a lump sum severance payment equal to and the present value of a series of monthly payments for twenty-four Company shall pay the Executive the following: (24a) months, each in an amount equal to onetwo times Base Salary, payable in twenty-twelfth four equal monthly installments in accordance with the Company's normal payroll practices; (1/12thb) continuation of Benefits upon the same terms as active employees of the sum Company for a period equal to the lesser of (i) the Executive’s Base Salarytwenty-four months, as in effect at the time of the Change in Corporate Control, and or (ii) the average date Executive becomes entitled to receive Benefits under any subsequent employer's benefit and/or welfare plans, with such Benefit continuation being provided concurrent with and not in addition to any continuation coverage which is required by law; (c) up to $10,000 of outplacement assistance; and (d) vesting of each Option the Exercise Price of which is less than the fair market value of the annual bonuses paid underlying Common Stock. Executive's entitlements under this Section 3 and the Company's obligations to make such payments, provide such Benefits or vest the Options are subject to the Executive's execution and enforceability of a General Release of Claims in substantially the form attached as Exhibit A and Executive's compliance with the terms of Sections 6, 7 and 8 hereof. The amounts payable under this Section 3 shall be reduced by any amounts to which Executive for may become entitled pursuant to any severance, separation, notice or termination payments on account of his or her employment or termination of employment with the prior two fiscal years Company, including, any payments required to be paid under any Federal, state or local law (except unemployment benefits payable in accordance with state law, payment pursuant to any employee benefit plan of the Company ending prior subject to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury billsEmployee Retirement Income Security Act of 1974, as reported in amended, exercise of Options, or payment for unpaid Base Salary, bonus or unused but accrued vacation). If Executive's employment with the Wall Street Journal (Company is terminated by reason of death, disability or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the , Executive terminates his employment for Good Reason, he shall not be entitled to continued coverage at any severance under the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time terms of his termination, which coverage shall be continued for eighteen (18) months or untilthis Agreement. In such circumstances severance, if earlier, any will be paid in accordance with the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes terms of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearapplicable Company severance plan.

Severance Payment. If(i) In the event the Executive’s Termination of Employment does not occur upon or within the Change in Control Protection Period and such Termination of Employment is (A) by the Company without Cause or (B) by the Executive’s resignation for Good Reason then, subject to Section 3(c), in addition to the payments and benefits described in Section 3(a) above: (1) The Company shall, during the Employment Term at any time during period beginning on the period Date of Termination and ending on the twelve (12)-month anniversary of the Date of Termination (the “Severance Period”), pay to the Executive an amount equal to twelve (12) consecutive months of the Executive’s annual base salary as in effect immediately prior to the Date of Termination (the “Non-CIC Severance Payment”), subject to Section 3(c); (2) During the Severance Period or, if earlier, the first day on which the Executive becomes eligible for coverage under any group health plan of another employer or otherwise (the “Continuation Period”), subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall, in its sole discretion, either (i) continue to provide to the Executive and the Executive’s dependents or (ii) reimburse the Executive and the Executive’s dependents for, coverage under its group health plan, in each case at the same or reasonably equivalent levels in effect on the Date of Termination and subject to the Executive paying the same cost for such coverage that would have applied had the Executive’s employment not terminated, based on the Executive’s elections in effect on the Date of Termination (the Company’s monthly payment for Executive’s health coverage pursuant to this sentence, the “Company Subsidy”); provided, however, that if (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the Continuation Period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (y) the Company is otherwise unable to continue to cover Employee or Employee’s dependents under its group health plans, or (z) the Company cannot provide such benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, in lieu of such continued benefits or reimbursement, the Company shall instead pay to the Executive a cash amount equal to the Company Subsidy in substantially equal monthly installments over the remaining portion of the Continuation Period on the Company’s first regular payroll date of each calendar month. For the avoidance of doubt, the COBRA continuation period under Section 4980B of the Code shall run concurrently with the period of continued group health plan coverage pursuant to this Section 3(b)(i)(2). The continued benefits, reimbursement or cash payments provided for in this Section 3(b)(i)(2) are referred to herein as the “Continued Benefits”); (3) If, and only if, the Executive’s Termination of Employment occurs on or after October 1 of any calendar year, pay to the Executive an amount equal to the annual bonus that the Executive would have been entitled to receive, if any, with respect to the calendar year in which the Date of Termination occurs had the Executive remained employed through the end of such calendar year, prorated based on the number of days the Executive worked during such calendar year and calculated based on actual achievement of the applicable performance targets relating to such annual bonus (and assuming any individual, personal performance targets are achieved at target, as applicable) (the “Pro Rata Bonus”); and (4) Subject to the provisions of Section 12, (I) the Non-CIC Severance Payment shall be paid in equal installments during the Severance Period at the same time and in the same manner as the Executive’s annual base salary would have been paid had the Executive remained in active employment during the Severance Period in accordance with the Company’s normal payroll practices in effect on the Date of Termination, and (II) if and as applicable, the Pro Rata Bonus shall be paid when the Executive would have otherwise been paid the annual bonus with respect to the year in which the Date of Termination occurs had the Executive’s employment not terminated (which, for the avoidance of doubt, shall be on or prior to March 15 of the calendar year following the occurrence year in which the Date of a Termination occurs). (ii) In the event the Executive’s Termination of Employment occurs upon or within the Change in Corporate Control, Control Protection Period and such Termination of Employment is (A) by the Executive is involuntarily terminated Company without Cause or (other than for CauseB) or by the Executive terminates his employment Executive’s resignation for Good Reason, then then, subject to compliance with Section 3(c), in addition to the restrictive covenants payments and benefits described in Section 9 and Section 10 and the execution and timely return by 3(a) above: (1) The Company shall pay to the Executive of the Release, the Executive shall be entitled to receive a cash lump sum severance payment equal to the present value within 60 days following such termination of a series of monthly payments for twenty-four (24) months, each in employment an amount equal to one-twelfth (1/12th) of the sum of (i) twelve (12) months of the Executive’s Base Salary, annual base salary as in effect at immediately prior to the time Date of the Change in Corporate Control, and Termination plus (ii) the average Executive’s target annual bonus for the calendar year in which the Date of Termination occurs (the “CIC Severance Payment”), subject to Section 3(c); (2) During the Continuation Period, subject to the Executive’s valid election to continue healthcare coverage under Section 4980B of the annual bonuses paid to Code and the Executive for regulations thereunder, the prior two fiscal years Company shall provide the Continued Benefits; and (3) Any outstanding Equity Awards shall automatically become fully vested and exercisable, as applicable, as of the Company ending prior Date of Termination; provided that any Equity Award which is subject to performance-based vesting shall vest based on the Change in Corporate Control, greater of: (a) the number of shares that would have vested (if any. Such present value shall be calculated using a discount rate equal to ) if the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) performance period ended on the date of the Change in Corporate Control. Such lump sum Control (based on the actual performance level achieved through such date), or (b) the target award amount; provided that payment shall be made to the Executive within sixty (60) days following the date or settlement of such involuntary termination. In addition, if during Equity Awards may be delayed as provided in the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and grant documents to the extent those benefits are subject to and not otherwise excepted from required by Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.409A.

Severance Payment. IfIn the event of the Executive’s Involuntary Termination, during the Employment Term at any time during after the period expiration of six months from the Effective Date the Executive shall be entitled to receive an amount equal to six (6) months of the Executive’s Base Salary which shall be increased to twelve (12) consecutive months of the Executive’s Base Salary after the expiration of twelve months from the Effective Date which shall be paid according to the following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following the occurrence Termination Date, and (ii) one-fourth of a Change in Corporate Control, the Executive is involuntarily terminated such amount shall be payable within ten (other than for Cause10) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive days of each of the Releasethree-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Code would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive receive, within ten (10) days following the Executive’s Involuntary Termination, a lump sum severance payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the present value extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a series of monthly payments for twenty-four given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (ib) the Executive’s Base Salary, as target bonus then in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to for the Executive for the prior two fiscal years year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the Company ending prior to the Change in Corporate ControlCompany; provided, however, that if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) would otherwise apply to such cash payment, it instead shall be provided paid at such time as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from permitted by Section 409A of the Code. To illustrate, if the provision of Executive’s target bonus at 100% equals $120,000 for the in-kind benefits during one calendar year and the Executive is terminated on October 15th, then the foregoing payment shall not affect the in-kind benefits to be provided in any other calendar yearequal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth sixteen (1/12th16) months of the sum of (i) the Executive’s Base Salary, as in effect at which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within thirty (30) days following the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses balance of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to receive, within thirty (30) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; (b) the amount equal to one and a quarter (1.25) times the target Cash Bonus then in effect for the Executive for the prior two fiscal years of calendar year in which such termination occurs; and (c) the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate amount equal to the interest rate on 90-day Treasury billstarget Cash Bonus then in effect for the Executive for the calendar year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, as reported in if the Wall Street Journal (or similar publication) on the date Executive’s target bonus at 50% of the Change in Corporate Control. Such lump sum payment shall be made to then Base Salary equals $120,000 for the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control calendar year and the Executive is involuntarily terminated on October 15th as a result of a Termination Upon a Change of Control, then the payment described in clause (other than for Causec) or the Executive terminates his employment for Good Reasonshall equal $100,000 (i.e., he shall be entitled to continued coverage ten (10) months’ prorated bonus at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen fifty percent (1850%) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided then Base Salary with October counting as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeara month worked).

Severance Payment. If, during Provided that Xxxxxx: continues to perform the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal consulting services to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal Company heretofore provided the Company shall pay or provide to one-twelfth (1/12th) of Xxxxxx the sum of following benefits: (i) the Executive’s Base Salary, as in effect at the time Fifty (50%) percent of the Change Net Monthly Revenues generated by the Company from the Download Business (as defined below), but in Corporate Control, and no event more than $10,000 per month payable on or before the 15th day of the immediately succeeding month which payment shall be accompanied by a statement of Net Monthly Revenues for the prior month (the “Monthly Payment Amount”); (ii) The Company shall continue its contribution towards Xxxxxx’x health care benefits on the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending same basis as immediately prior to the Change in Corporate ControlTermination Date, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury billsexcept as provided below, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within for twelve (12) months after a Change following the Termination Date. During the period the Company provides Xxxxxx with this coverage, an amount equal to the applicable COBRA premiums (or such other amounts as may be required by law) will be included in Corporate Control Xxxxxx’x income for tax purposes to the Executive extent required by applicable law and the Company may withhold taxes from Xxxxxx’x other payments. Notwithstanding the foregoing, the Company shall not be required to provide any health care benefit otherwise receivable by Xxxxxx if Xxxxxx is involuntarily terminated eligible to be covered by an equivalent benefit (at the same cost to Xxxxxx, if any) for another source. Any such benefit made available to Xxxxxx shall be reported to the Company; and 1 To be completed within five business days. (iii) on the Termination Date, all restricted stock awards and/or stock option grants held by Xxxxxx on the Termination Date shall, other than for Cause) or those grants made in December 2014 which shall remain subject to their applicable vesting provisions within the Executive terminates his employment for Good Reasonperiod following the Termination Date originally contemplated therein, he as may be extended from time to time, vest in full provided that such awards and grants shall be entitled subject to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time following amendment: Xxxxxx shall have a period of his termination, which coverage shall be continued for eighteen (18) months or untilfrom the Termination Date to exercise any previously issued such stock options, if earlierbut such eighteen (18) month period shall not extend the original expiration date of any such options. Net Monthly Revenues shall be determined in good faith by the management of the Company but will be substantially calculated by subtracting monthly salaries of management, employees and consultants who are dedicated to the Download Business, operating expenses solely of the Download Business, including the costs associated with testing game development, royalty payments payable to third parties, cost of sales, rebates, returns and exchanges from gross monthly revenues generated from the Download Business, and an allocable share determined in the sole discretion of the chief accounting officer, of parent company general and administrative costs, including, legal, accounting, insurance, and public company costs. In the event that Xxxxxx disputes the calculation of Net Monthly Revenues, the date Company’s independent certified public accountants shall make such calculation which shall be binding, absent manifest error. Xxxxxx shall be responsible for the Executive obtains comparable coverage under a group health plan maintained by a new employer. To payment of all payroll taxes, Medicare and other taxes, and shall indemnify the extent the benefits provided under the immediately preceding sentence are otherwise taxable Company with respect to the Executivepayment of all such amounts. Except as otherwise set forth herein, such benefitsXxxxxx will not be entitled to payment of any bonus, for purposes of Section 409A of the Code (and the regulations and vacation or other guidance issued thereunder) incentive compensation. Any tax, penalties or interest as a result thereof shall be provided as separate monthly in-kind payments the sole responsibility of those benefits, Xxxxxx who agrees to indemnify and to hold harmless the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.Company with respect thereto

Severance Payment. If, during (i) In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence event of a Termination Upon Change in Corporate of Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months of Executive’s Annual Base Salary which shall be paid according to the following schedule (subject to Section 4(d)(iv)): (a) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days of following the Termination Date, and (b) one-fourth of the balance of such amount shall be payable within ten (10) days of each of the three-month, six-month, nine-month and twelve month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of Executive’s Termination Upon Change of Control, Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with Company as of a given date which is after a Change the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in Corporate Control effect for Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months Executive remained in the employ of Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if Executive’s target bonus at 100% equals $120,000 for the calendar year and Executive is involuntarily terminated on October 15th, then the foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked). (ii) If Company terminates Executive’s employment other than for Cause) Cause or the Executive terminates his employment resigns for Good Reason, he Executive shall be entitled to continued coverage at receive an amount equal to six (6) months of Executive’s Annual Base Salary which shall be paid according to the following schedule (subject to Section 4(d)(iv)): one-sixth (1/6th) of such amount shall be payable each month during the (6) month period following such termination in accordance with Company’s expense under any health insurance programs maintained by regular payroll schedule; provided, however, that if Section 409A of the Company in which the Executive participated at the time of his terminationCode would otherwise apply to such cash severance payment, which coverage it instead shall be continued for eighteen paid at such time as permitted by Section 409A of the Code. (18iii) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable Notwithstanding anything in this Agreement to the Executivecontrary, such benefits, for purposes payments to be made upon a termination of employment under this Agreement will be made upon a “separation from service” within the meaning of Section 409A of the Code Code. (iv) Executive shall forfeit all rights to payment of severance pursuant to this Section 4(d) or otherwise unless he signs and the regulations delivers a general release and other guidance issued thereunder) shall be provided as separate monthly in-kind payments separation agreement, in form and substance reasonably acceptable to Company within 60 days after Executive’s termination of those benefits, and employment. Notwithstanding anything to the extent those benefits are contrary contained herein, no severance payment will be due and payable until Executive executes and delivers such general release and separation agreement and it is not subject to and not otherwise excepted from Section 409A of the Coderevocation, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearif applicable.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, The Company shall pay the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump lump-sum severance payment amount equal to the present value of a series of monthly payments for twenty-four Severance Payment on the sixtieth (2460th) months, each in day after the Separation Date. The “Severance Payment” shall be an amount equal to one-twelfth (1/12th) of the sum of: a. the sum of (iA) the Executive’s Base Salary, annual rate of base salary (without regard to bonus compensation) as in effect at immediately prior to the time Separation Date, plus (B) the amount of the Change in Corporate Control, and (ii) the average Executive’s target short-term annual incentive award opportunity calculated as a percentage of the Executive’s annual bonuses paid base salary for the year in which the Separation Date occurs (the “Target Short-Term Incentive”) (not prorated); plus b. the Executive’s Target Short-Term Incentive for the year in which the Separation Date occurs, prorated to the Separation Date; plus c. any earned but unpaid short-term annual incentive award (“Short-Term Incentive”) (if any) approved for the Executive for the prior two Company’s fiscal years of the Company year ending prior to the Change in Corporate ControlSeparation Date (provide, however, if any. Such present value the prior year’s Short-Term Incentive has not yet been calculated as of the sixtieth (60th) day following the Separation Date, such amount shall be payable when calculated using a discount rate equal and paid to others under the interest rate on 90-day Treasury billssame award plan, as reported but in the Wall Street Journal (or similar publication) on the date no event later than March 15th of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days year following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company year in which the Executive participated at the time of his termination, which coverage shall be continued for Separation Date occurs); plus d. an amount equal to eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to of (A) the Executive, such benefits, ’s premium payments for purposes of continuation coverage pursuant to Section 409A 4980B of the Code (for the Executive and the regulations and other guidance issued thereunderExecutive’s eligible dependents following the Separation Date minus (B) shall be provided as separate monthly in-kind payments of those benefits, and the cost to the extent those benefits are subject to Executive of premium payments for healthcare coverage for the Executive and not otherwise excepted from Section 409A of the Code, Executive’s eligible dependents during the provision of Executive’s employment with the in-kind benefits during one calendar year shall not affect Company (calculated based on the in-kind benefits to be provided Executive’s elections as in any other calendar yeareffect on the Separation Date).

Severance Payment. IfSubject to Sections 4, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control6 and 7 below, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of if (i) the Executive’s Base Salary, as Employee remains in effect at the time employment of the Change in Corporate ControlCompany until the Effective Date, and (ii) his employment with the average Company terminates within the two (2)-year period beginning on the Effective Date either by reason of an involuntary termination of employment by the annual bonuses paid Company without Cause (as defined below) or by reason of a termination of employment by the Employee for Good Reason (as defined below), the Company shall pay to the Executive for the prior two fiscal years of the Company ending prior to the Change Employee in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such single lump sum payment shall be made to the Executive within sixty (60) days following after such termination of employment a severance benefit in an amount equal to three times the greater of the Employee’s rate of annual base salary as in effect on the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) this Agreement or the Executive terminates his Employee’s rate of annual base salary as in effect immediately prior to such termination of employment for Good Reason(the “Severance Benefit”); provided, he however, that (A) the Employee’s entitlement to the Severance Benefit shall be conditioned on the Employee’s execution, within fifty (50) days following such termination of employment, of an agreement and general release in a customary form to be provided by the Company in its sole good faith discretion and not revoking such release; (B) if the termination of the Employee’s employment occurs within the last fifty (50) days of a calendar year, the payment shall be made in the succeeding calendar year but no later than sixty (60) days after such termination of employment, (C) in no event shall the Employee be entitled to continued coverage at the CompanySeverance Benefit if the Employee’s expense employment terminates as a result of death or Disability; and (D) the Employee’s entitlement to the Severance Benefit shall be conditioned on his compliance with the non-competition provisions in the Employment Agreement and the Trade Secret Agreement, which shall similarly apply to the Severance Benefit. An amount equal to $1,250,000 of the Severance Benefit shall constitute additional consideration for the Employee’s non-competition agreement contained herein. It is expressly understood that said agreement and general release shall not require the Employee to waive (i) any right to indemnification the Employee may have under any health applicable bylaws or insurance programs policies maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen or its subsidiaries or (18ii) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable any right to the Executive, such vested employee benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. IfSubject to Sections 4, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control6 and 7 below, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of if (i) the Executive’s Base Salary, as Employee remains in effect at the time employment of the Change in Corporate ControlCompany until the Effective Date, and (ii) his employment with the average Company terminates within the two (2)-year period beginning on the Effective Date either by reason of an involuntary termination of employment by the annual bonuses paid Company without Cause (as defined below) or by reason of a termination of employment by the Employee for Good Reason (as defined below), the Company shall pay to the Executive for the prior two fiscal years of the Company ending prior to the Change Employee in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such single lump sum payment shall be made to the Executive within sixty (60) days following after such termination of employment a severance benefit in an amount equal to two (2) times the greater of the Employee’s rate of annual base salary as in effect on the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) this Agreement or the Executive terminates his Employee’s rate of annual base salary as in effect immediately prior to such termination of employment; provided, however, that (A) the Employee’s entitlement to such payment shall be conditioned on the Employee’s execution, within fifty (50) days following such termination of employment, of an agreement and general release in a customary form to be provided by the Company in its sole good faith discretion and not revoking such release; (B) if the termination of the Employee’s employment for Good Reasonoccurs within the last fifty (50) days of a calendar year, he the payment shall be made in the succeeding calendar year but no later than sixty (60) days after such termination of employment, and (C) in no event shall the Employee be entitled to continued coverage at such payment if the CompanyEmployee’s expense employment terminates as a result of death or Disability. It is expressly understood that said agreement and general release shall not require the Employee to waive (i) any right to indemnification the Employee may have under any health applicable bylaws or insurance programs policies maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen or its subsidiaries or (18ii) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable any right to the Executive, such vested employee benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. IfProvided that Employee accepts and executes this Agreement, during complies with its terms, and executes and does not revoke the Employment Term Supplemental Release attached hereto as Exhibit C (the “Supplemental Release”) within the time period specified therein, the Company will provide Employee with the following payments and benefits: a. a lump sum payment in the total gross amount of One Million Three-Hundred Twelve Thousand Five-Hundred Dollars ($1,312,500.00), less required withholdings and deductions, on the 60th day following the Separation Date; b. provided that Employee timely and properly elects continuation coverage under the Company’s group health plan(s) pursuant to COBRA, the Company will pay on Employee’s behalf the full amount of premiums for COBRA continuation coverage under the Company’s health insurance plan, including coverage for the Employee’s eligible dependents, until the earliest of (i) 18 months following the Separation Date; (ii) the expiration of Employee’s eligibility for continuation coverage under COBRA, or (iii) the date when the Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the Separation Date through the earliest of (i) through (iii), the “COBRA Payment Period”); provided, however, that Employee acknowledges and agrees that the election of COBRA continuation coverage shall remain Employee’s sole responsibility; and c. any and all outstanding and unvested compensatory equity awards previously granted to Employee that are subject solely to service-based vesting that would have vested through the date that is 18 months following the Separation Date (which equals 147,817 restricted stock units) shall be deemed to be immediately vested upon, and subject to, the Effective Date of the Supplemental Release, and shall be settled in accordance with the applicable award agreement, and any outstanding and unvested equity awards that do not vest pursuant to the foregoing shall be immediately forfeited. Employee acknowledges that all payments to him pursuant to this Agreement shall be subject to all applicable taxes and withholdings and reported on a Form W-2. Notwithstanding subparagraph (b) above, if at any time during the period Company determines, in its sole discretion, that the payment of twelve the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (12) consecutive months following the occurrence of a Change in Corporate Controlincluding, without limitation, the Executive is involuntarily terminated (other than for Cause) or 2010 Patient Protection and Affordable Care Act, as amended by the Executive terminates his employment for Good Reason2010 Health Care and Education Reconciliation Act), then subject to compliance with in lieu of providing the restrictive covenants in Section 9 and Section 10 and COBRA premiums, the execution and timely return by Company will instead pay the Executive Employee, on the first day of each month of the Releaseremainder of the COBRA Payment Period, the Executive shall be entitled to receive a lump sum severance fully taxable cash payment equal to the present value of a series of monthly payments COBRA premiums for twenty-four (24) monthsthat month subject to tax withholdings and deductions. In all cases, each in an amount equal if the Employee becomes eligible for substantially equivalent health insurance coverage under another employer’s group health plan or otherwise ceases to one-twelfth (1/12th) of be eligible for COBRA during the sum of (i) COBRA Payment Period, the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of Employee must immediately notify the Company ending prior to of such event. For the Change in Corporate Controlavoidance of doubt, any applicable insurance premiums payable by the Company hereunder do not include any amounts payable by the Employee under a Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Employee. Such present value shall be calculated using a discount rate equal The Company further agrees to the interest rate on 90-day Treasury bills, as reported reimburse Employee for his reasonable attorneys’ fee incurred in the Wall Street Journal (or similar publication) on the date negotiation of the Change in Corporate Control. Such lump sum payment shall be made this Agreement, up to the Executive within sixty (60) days following the date a maximum amount of $50,000, conditioned upon Employee’s submission of adequate and itemized documentation evidencing such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearfees incurred.

Severance Payment. If, during (a) It is understood and agreed that if Executive’s employment with the Employment Term Company should be terminated at any time during prior to the period expiration of twelve (12) consecutive months following the occurrence Term as a result of a Change in Corporate ControlTermination Without Cause (defined below) or a Termination With Good Reason (defined below), the and if Executive is involuntarily terminated not then or thereafter in material breach of this Agreement, and upon the execution and delivery to the Company by Executive of an agreement, in a form presented by the Company and accepted by Executive, which acceptance shall not be unreasonably withheld or delayed, releasing all claims which Executive may have against the Company (other than claims for Causeindemnification pursuant to Section 6.7 hereunder and claims under this Agreement), Executive shall receive, in full and complete settlement of any claims for compensation which Executive may have, and in lieu of any severance pay under any policy of the Company or otherwise, the following: (i) or the Executive terminates his employment for Good Reasoncontinued monthly payments, then subject to compliance in accordance with the restrictive covenants in Section 9 Company’s regular payroll practices, for a period of eighteen (18) months after the date of termination equal to the sum of (1) one-eighteenth (1/18) of Executive’s Base Salary, and Section 10 and the execution and timely return by the Executive (2) one-eighteenth (1/18) of the ReleaseExecutive’s target annual bonus for the fiscal year in which the date of termination occurs; (ii) any payments and benefits which Executive or Executive’s spouse, the Executive shall be dependents, beneficiaries or estate would have been entitled to receive pursuant to any employee benefit plan or program of the Company during the twelve (12)-month period following Executive’s termination had Executive remained an employee during that period, with such benefits provided to Executive at no less than the same coverage level and at no more of a lump sum severance payment equal cost to Executive as in effect as of the date of Executive’s termination subject to such reduction in coverage or increases in cost as shall become in effect for senior executive employees of the Company generally, provided, however, that such continued payments and benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); and (iii) notwithstanding any provisions to the present value contrary contained in the agreement evidencing the Stock Option granted pursuant to Section 2.3, in the event Executive is entitled to receipt of a series payments under this Section 3.2, the Stock Option shall vest immediately prior to the date of monthly payments for twenty-four (24) months, each termination in an amount equal to one-twelfth (1/12th) of the sum product of (ix) the Executive’s Base Salary, as in effect at number of shares subject to the time of the Change in Corporate Control, Stock Option and (iiy) a fraction, the average numerator of which is the annual bonuses paid to the Executive for the prior two fiscal years number of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on days that have elapsed between the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following this Agreement and the date of such involuntary termination. In additiontermination and the denominator of which is 1,011. (b) As used in this Article III, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for “Termination Without Cause) or the Executive terminates his ” means any termination of Executive’s employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen other than a Termination With Cause (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardefined below).

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive's Termination Upon Change of Control, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth sixteen (1/12th16) months of Executive's Base Salary, which shall be paid according to the sum of following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within thirty (30) days following the Executive’s Base Salary, as in effect at the time of the Change in Corporate ControlTermination Date, and (ii) the average one-third of the annual bonuses balance of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive's Termination Upon Change of Control, the Executive shall be entitled to receive, within thirty (30) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; (b) the amount equal to one and a quarter (1.25) times the target Cash Bonus then in effect for the Executive for the prior two fiscal years of calendar year in which such termination occurs; and (c) the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate amount equal to the interest rate on 90-day Treasury billstarget Cash Bonus then in effect for the Executive for the calendar year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, as reported in if the Wall Street Journal (or similar publication) on the date Executive's target bonus at 50% of the Change in Corporate Control. Such lump sum payment shall be made to then Base Salary equals $120,000 for the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control calendar year and the Executive is involuntarily terminated on October 15th as a result of a Termination Upon a Change of Control, then the payment described in clause (other than for Causec) or the Executive terminates his employment for Good Reasonshall equal $100,000 (i.e., he shall be entitled to continued coverage ten (10) months' prorated bonus at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen fifty percent (1850%) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided then Base Salary with October counting as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeara month worked).

Severance Payment. If(a) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause (as defined below), during or by the Employment Term at any time during Executive for Good Reason (as defined below), the period Company shall pay to the Executive a severance payment equal to 12 months of twelve (12) consecutive his then-current monthly base salary plus target bonus, as in effect on the Executive's last day of employment, and will reimburse the Executive for cost of COBRA for medical, dental and vision for 12 months following the occurrence Executive's last day of employment. The severance payment shall be payable in full within 10 business days after the termination of Executive's employment, unless the parties agree otherwise. Additionally, in the event that prior to July 9, 2003 there occurs a Change termination giving rise to a severance payment by the Company to Executive pursuant to this Section 3(a), 50% of the then-unvested options to purchase shares of common stock of the Company pursuant to options granted to Executive on July 9, 2001 ("Initial Options") shall immediately become exercisable in Corporate Controlfull and shall be deemed fully vested. Additionally, and not in limitation of the previous sentence, (A) in the event that prior to February 18, 2004 there occurs a termination giving rise to a severance payment by the Company to Executive pursuant to this Section 3(a), 25% of the then-unvested options to purchase shares of common stock of the Company pursuant to options granted to Executive on February 18, 2002 ("CEO Options") shall immediately become exercisable in full and shall be deemed fully vested, and (B) in the event that on or after February 18, 2004 there occurs a termination giving rise to a severance payment by the Company to Executive pursuant to this Section 3(a), 50% of the then-unvested CEO Options shall immediately become exercisable in full and shall be deemed fully vested. In the event of any termination of employment giving rise to a severance payment pursuant to this Section 3(a), the Executive is involuntarily terminated (other than for Cause) or shall have the right to exercise any vested Initial Options and CEO Options following such termination of employment, unless the options terminate sooner by the terms of the underlying option agreement, as follows: - Executive terminates shall have at least 90 days following the termination date of his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 exercise his vested Initial Options and Section 10 and the execution and timely return by the Executive of the Release, the CEO Options; - Executive shall be entitled to receive exercise his vested Initial Options and CEO Options following the termination date of his employment for a lump sum severance payment number of months following such termination date equal to the present value number of a series of monthly payments months he worked for twenty-four the Company (24) months, each rounded up to the next month in an amount equal to one-twelfth (1/12th) the event the Executive's termination date is on or after the 15th day of the sum of (i) month); - In no event shall Executive be entitled to exercise his vested Initial Options and CEO Options following his termination date for a period greater than 365 days. In the Executive’s Base Salaryevent the severance payment and other such benefits, as in effect at the time of the Change in Corporate Controlincluding but not limited to Initial Options and CEO Options being accelerated pursuant to this Section 3(a), and (ii) the average of the annual bonuses are paid to the Executive for by the prior two fiscal years Company pursuant to this Section 3(a), then Section 3(b) shall not apply and shall have no further force or effect. (b) In the event the employment of the Executive is terminated by the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using for a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term reason other than for Cause within twelve (12) months after following a Change in Corporate of Control (as defined below) of the Company or by the Executive is involuntarily terminated for Good Reason within twelve (other than for Cause12) or months following a Change of Control of the Company, the Company shall pay to the Executive terminates a severance payment equal to 24 months of his employment then-current monthly base salary plus target bonus, as in effect on the Executive's last day of employment, and will reimburse the Executive for Good Reasoncost of COBRA for medical, he dental and vision for 18 months following the Executive's last day of employment. The severance payment shall be entitled payable in full within 10 business days after the termination of Executive's employment, unless the parties agree otherwise. Additionally, in the event of a termination giving rise to continued coverage at the Company’s expense under any health insurance programs maintained a severance payment by the Company in which to Executive pursuant to this Section 3(b), each outstanding option to purchase shares of common stock of the Company then held by the Executive participated at the time of his termination, which coverage shall immediately become exercisable in full and shall be continued deemed fully vested. In the event of any termination of employment giving rise to a severance payment pursuant to this Section 3(b), with respect to Initial Options and CEO Options, the Executive shall have the right to exercise any vested Initial Options and CEO Options within a 12-month time period following such termination of employment, unless the options terminate sooner by the terms of the underlying option agreement. All other options shall be exercisable in accordance with their terms. In the event the severance payment and other such benefits (including but not limited to options being accelerated pursuant to this Section 3(b)) are paid to the Executive by the Company pursuant to this Section 3(b), then Section 3(a) shall not apply and shall have no further force or effect. (c) The Executive agrees that prior to payment of the severance payment pursuant to this Section 3 and prior to the provision of benefits and acceleration of stock options called for eighteen by Section 3, Executive shall execute a release, based on the Company's standard form (18) months including mutual confidentiality and non-disparagement provisions), of any and all claims he may have against the Company and its officers, directors, employees and affiliates, except for his right to enforce any post-employment obligations to him, including obligations of the Company under this Agreement and stock option agreements, and indemnification in his capacity as an officer, director or untilotherwise of the Company and its affiliates. Executive understands and agrees that the payment of the severance payment, provision of benefits and the acceleration of options called for by Section 3 are contingent on his execution of the previously described release of claims. The payment to the Executive of the amounts payable under this Section 3 (and acceleration of options, if earlier, applicable) shall constitute the date sole remedy of the Executive obtains comparable coverage under in the event of a group health plan maintained by a new employer. To termination of the extent Executive's employment. (d) In the benefits provided under the immediately preceding sentence are otherwise taxable event that any amounts payable to the Executive, such benefits, for purposes of Executive pursuant to this Section 409A 3 are characterized as "excess parachute payments" pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (and the regulations and other guidance issued thereunder"Code"), then the Executive may elect to reduce the amounts payable to the Executive hereunder or to have a portion of the stock options not vest in order to avoid any "excess parachute payment" under Section 280G(b)(1) of the Code; provided that any such election shall not adversely affect the Company. Unless the parties hereto otherwise agree in writing, any determination required under this Section 3(d) shall be provided as separate monthly in-kind payments made in writing by independent public accountants reasonably agreed to by the parties hereto (the "Accountants"), whose determination shall be conclusive and binding upon the parties for all purposes. For purposes of those benefitsmaking the calculations required by this Section 3(d), the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and to the extent those benefits are subject to and not otherwise excepted from Section 409A 4999 of the Code, . The parties agree to furnish to the provision of Accountants such information and documents as the in-kind benefits during one calendar year Accountants may reasonably request in order to make the required determinations. The Executive shall not affect bear all fees and expenses the in-kind benefits to be provided Accountants may reasonably charge in any other calendar yearconnection with the services contemplated by this Section 3(d).

Severance Payment. If(a) If the Company terminates Executive's employment without just cause or if Executive's employment is terminated due to Disability, during Executive shall be entitled to receive, in addition to the Employment applicable Base Salary, plus any accrued but unused vacation time and unpaid expenses (in accordance with Sections 3(d) and (e) hereof) that have been earned by the Executive as of the date of such termination, the following severance payments (the "Severance Payments"): (i) equal monthly installments at the applicable Base Salary rate then in effect, as determined on the first day of the calendar month immediately [HEMOBIOTECH LOGO] preceding the day of termination, to be paid beginning on the first day of the month following such termination and continuing until the earlier of (A) the expiration of the Term at any time during or (B) the expiration of (i) six (6) months following the effective termination date, so long as the Executive has been employed by the Company for a period of at least twelve (12) consecutive months, measured as of the effective termination date, (ii) nine (9) months following the occurrence of a Change in Corporate Controleffective termination date, so long as the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return has been employed by the Executive Company for a period of at least two (2) consecutive years, measured as of the Releaseeffective termination date, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four or (24iii) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control following the effective termination date, so long as the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained has been employed by the Company for a period of at least three (3) consecutive years, measured as of the effective termination date (in either case, the "Severance Period"); PROVIDED, HOWEVER, that in no event shall the Severance Period be less than six (6) months; and (ii) during the Severance Period, health and life insurance benefits substantially similar to those which the Executive participated at the time of his was receiving or entitled to receive immediately prior to termination; PROVIDED, which coverage HOWEVER, such insurance benefits shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and reduced to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind comparable benefits during one calendar year such period following Executive's termination, and any benefits actually received by Executive shall not affect be reported by Executive to the in-kind benefits to be provided in any other calendar yearCompany.

Severance Payment. If, In the event that a Terminating Event occurs during the Employment Term at any time during term of this Agreement, then (a) the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, Company shall pay to the Executive (i) if such Terminating Event occurs on or before the date which is involuntarily terminated thirty-six (other than for Cause36) or months after the Executive terminates his employment for Good Reasondate of this Agreement, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (iA) 1.0 times the Executive’s Base Salary, as annual base salary in effect at immediately prior to the time Terminating Event, plus (B) 1.0 times the Executive’s annual bonus for the fiscal year immediately prior to the Terminating Event, payable in one lump-sum payment no later than five (5) days following the Date of Termination; and (b) all unvested equity awards (including options to acquire the Company’s common stock and restricted stock awards for shares of the Change Company’s common stock) held by the Executive shall accelerate vesting by one year; and (c) for a period of 12 months following the Date of Termination, the Company will continue Executive’s group health, dental and life insurance coverage in Corporate Controleffect on the Date of Termination as if Executive remained an active employee; provided that if such coverage may not be continued under the Company’s then current health, dental and life insurance policies without amending such policies or increasing the Company’s payments made for such coverage, then (i) with respect to health or dental insurance, the Company shall notify Executive of such fact, Executive will elect COBRA coverage and the Company will pay all COBRA premiums (less the amount Executive would have been required to pay for such insurance if she had remained as an active employee) on behalf of Executive and (ii) with respect to life insurance, the average Company shall pay Executive, on the date when the severance payments are made under Section 2(a) above, an amount equal to the premiums the Company would have paid for such life insurance had Executive remained as an active employee for twelve months after the Date of Termination; and (d) the annual bonuses paid Company shall pay to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to all reasonable legal and arbitration fees and expenses incurred by the Executive within sixty (60) days following the date of such involuntary termination. In additionin obtaining or enforcing any right or benefit provided by this Agreement, if during the Employment Term within twelve (12) months after a Change except in Corporate Control the Executive is involuntarily terminated (other than for Cause) cases involving frivolous or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearbad faith litigation.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base SalarySalary or Consulting Fee, whichever is applicable, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. If, during (a) It is understood and agreed that if Executive’s employment with the Employment Term Company should be terminated at any time during prior to the expiration of the Term as a result of a Termination Without Cause (defined below) or a Termination With Good Reason (defined below), and if Executive is not then or thereafter in material breach of this Agreement, and upon the execution and delivery to the Company by Executive of an agreement, in a form presented by the Company and accepted by Executive, which acceptance shall not be unreasonably withheld or delayed, releasing all claims which Executive may have against the Company (other than claims for indemnification pursuant to Section 6.7 hereunder and claims under this Agreement), Executive shall receive, in full and complete settlement of any claims for compensation which Executive may have, and in lieu of any severance pay under any policy of the Company or otherwise, the following: (i) continued monthly payments, in accordance with the Company’s regular payroll practices, for a period of twelve (12) consecutive months following after the occurrence date of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment termination equal to the present value sum of a series of monthly payments for twenty-four (241) months, each in an amount equal to one-twelfth (1/12th1/12) of the sum of (i) the Executive’s Base Salary, and (2) one-twelfth (1/12) of Executive’s target annual bonus for the fiscal year in which the date of termination occurs; (ii) any payments and benefits which Executive or Executive’s spouse, dependents, beneficiaries or estate would have been entitled to receive pursuant to any employee benefit plan or program of the Company during the twelve (12)-month period following Executive’s termination had Executive remained an employee during that period, with such benefits provided to Executive at no less than the same coverage level and at no more of a cost to Executive as in effect at the time as of the Change date of Executive’s termination subject to such reduction in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive coverage or increases in cost as shall become in effect for the prior two fiscal years senior executive employees of the Company ending prior to the Change in Corporate Controlgenerally, if any. Such present value provided, however, that such continued payments and benefits shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of the Change a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis). (b) As used in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date this Article III, “Termination Without Cause” means any termination of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his Executive’s employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen other than a Termination With Cause (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeardefined below).

Severance Payment. If(a) If the Corporation and the Employee do not enter into a renewal agreement to be effective January 1, during the Employment Term at any time during the 2011, for a period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reasonat least two years and containing similar terms and conditions to those set forth herein, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and Corporation will pay the execution and timely return by the Executive of the ReleaseEmployee, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) monthsas additional compensation, each in an amount equal to onethe Employee's then current annual Base Salary, as determined under Section 4(a), payable semi-twelfth monthly in arrears for the twelve months ending December 31, 2011 such compensation is hereinafter referred to as the "Severance Payment". (1/12thb) Notwithstanding the provisions of Section 8 (a) above, the sum of Employee will not receive the Severance Payment if, (i) the Executive’s Base Salary, as in effect at Corporation declines to enter into a renewal agreement with the time Employee because the Employee breached the confidentiality and/or non-compete provisions of the Change in Corporate Control, and this Employment Agreement or any other material terms or conditions of his employment; (ii) the average Employee has been terminated for Cause hereunder; (iii) the Employee declines to enter into a renewal agreement with the Corporation, and the Corporation has offered a renewal agreement for a period of not less than two years, containing similar terms and conditions as discussed herein; or (iv) the Employee has received a change of control payment from the Corporation that provides change of control benefits that are at least equal to the amount that would be received by the Employee pursuant to Section 8(a) above. (c) If the Employee’s employment is terminated for Cause, the Corporation’s sole obligation hereunder shall be to pay the Employee (i) any accrued and unpaid Base Salary as of the annual bonuses date of termination, (ii) an amount equal to such reasonable and necessary business expenses incurred by the Employee in connection with the Employee’s employment on behalf of the Corporation on or prior to the date of termination, but not previously paid to the Executive Employee, and (iii) if the basis for the prior two fiscal years such termination arises under clause (i) of the Company ending prior to definition of “Cause,” his base Salary (at the Change rate in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) effect on the date of termination) through the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following twelve–month anniversary of the date of such involuntary termination. In addition, if during termination in accordance with the Employment Term within twelve normal payroll practices of the Corporation with respect to Base Salary. (12d) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated If at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, employment is terminated the date Employee is a “specified employee” within the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes meaning of Section 409A of the Internal Revenue Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject required to and not otherwise excepted from comply with Section 409A 409A, payment of the CodeSeverance Payment and the Non-Renewal Severance, as applicable, shall not commence until one day after the provision day which is six months following the termination date, with the first payment equaling six months of Base Salary. Reimbursements pursuant to this Section 8 shall be made on or before the last day of the in-kind benefits during one calendar Employee’s taxable year shall not affect following the in-kind benefits to be provided taxable year in any other calendar yearwhich the expense was incurred.

Severance Payment. If(a) If the Corporation and the Employee do not enter into a renewal agreement to be effective January 1, during the Employment Term at any time during the 2008, for a period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reasonat least two years and containing similar terms and conditions to those set forth herein, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and Corporation will pay the execution and timely return by the Executive of the ReleaseEmployee, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) monthsas additional compensation, each in an amount equal to onethe Employee's then current annual Base Salary, as determined under Section 4(a), payable semi-twelfth monthly in arrears for the twelve months ending December 31, 2008; such compensation is hereinafter referred to as the "Severance Payment". (1/12thb) Notwithstanding the provisions of Section 8 (a) above, the sum of Employee will not receive the Severance Payment if, (i) the Executive’s Base Salary, as in effect at Corporation declines to enter into a renewal agreement with the time Employee because the Employee breached the confidentiality and/or non-compete provisions of the Change in Corporate Control, and this Employment Agreement or any other material terms or conditions of his employment; (ii) the average Employee has been terminated for Cause hereunder; (iii) the Employee declines to enter into a renewal agreement with the Corporation, and the Corporation has offered a renewal agreement for a period of not less than two years, containing similar terms and conditions as discussed herein; or (iv) the Employee has received a change of control payment from the Corporation that provides change of control benefits that are at least equal to the amount that would be received by the Employee pursuant to Section 8(a) above. (c) If the Employee's employment is terminated for Cause, the Corporation's sole obligation hereunder shall be to pay the Employee (i) any accrued and unpaid Base Salary as of the annual bonuses date of termination, (ii) an amount equal to such reasonable and necessary business expenses incurred by the Employee in connection with the Employee's employment on behalf of the Corporation on or prior to the date of termination, but not previously paid to the Executive Employee, and (iii) if the basis for the prior two fiscal years such termination arises under clause (i) of the Company ending prior to definition of "Cause," his base Salary (at the Change rate in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) effect on the date of termination) through the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following twelve-month anniversary of the date of such involuntary termination. In addition, if during termination in accordance with the Employment Term within twelve normal payroll practices of the Corporation with respect to Base Salary. (12d) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated If at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, employment is terminated the date Employee is a "specified employee" within the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes meaning of Section 409A of the Internal Revenue Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject required to and not otherwise excepted from comply with Section 409A 409A, payment of the CodeSeverance Payment and the Non-Renewal Severance, as applicable, shall not commence until one day after the provision day which is six months following the termination date, with the first payment equaling six months of Base Salary. Reimbursements pursuant to this Section 8 shall be made on or before the last day of the in-kind benefits during one calendar Employee's taxable year shall not affect following the in-kind benefits to be provided taxable year in any other calendar yearwhich the expense was incurred.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive’s Involuntary Termination, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth twelve (1/12th12) months of the sum of (i) the Executive’s Base Salary, as in effect at Salary which shall be paid according to the time following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within thirty (30) days following the Change in Corporate ControlTermination Date, and (ii) the average one-fourth of such amount shall be payable within ten (10) days of each of the annual bonuses three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Code Section 409A, such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive, within thirty (30) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; and (b) the amount equal to the target Cash Bonus then in effect for the Executive for the prior two fiscal years year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, if the Executive’s target bonus at 50% of the Company ending prior then Base Salary equals $120,000 for the calendar year and the Executive is terminated on October 15th as a result of an Involuntary Termination, then the payment described in clause (b) shall equal $100,000 (i.e., ten (10) months’ prorated bonus at fifty percent (50%) of the then Base Salary with October counting as a month worked). Any such amount paid with respect to the Change in Corporate Control, if any. Such present value Cash Bonus shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) paid on the date of the Change in Corporate Control. Such lump sum payment shall be made that annual bonuses are paid to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearsimilarly situated executives.

Severance Payment. IfSubject to Sections 4, during the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control6 and 7 below, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of if (i) the Executive’s Base Salary, as Employee remains in effect at the time employment of the Change in Corporate ControlCompany until the Effective Date, and (ii) his employment with the average Company terminates within the two (2)-year period beginning on the Effective Date either by reason of an involuntary termination of employment by the annual bonuses paid Company without Cause (as defined below) or by reason of a termination of employment by the Employee for Good Reason (as defined below), the Company shall pay to the Executive for the prior two fiscal years of the Company ending prior to the Change Employee in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such single lump sum payment shall be made to the Executive within sixty (60) days following after such termination of employment a severance benefit in an amount equal to two times the greater of the Employee’s rate of annual base salary as in effect on the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) this Agreement or the Executive terminates his Employee’s rate of annual base salary as in effect immediately prior to such termination of employment for Good Reason(the “Severance Benefit”); provided, he however, that (A) the Employee’s entitlement to the Severance Benefit shall be conditioned on the Employee’s execution, within fifty (50) days following such termination of employment, of an agreement and general release in a customary form to be provided by the Company in its sole good faith discretion and not revoking such release; (B) if the termination of the Employee’s employment occurs within the last fifty (50) days of a calendar year, the payment shall be made in the succeeding calendar year but no later than sixty (60) days after such termination of employment, (C) in no event shall the Employee be entitled to continued coverage at the CompanySeverance Benefit if the Employee’s expense employment terminates as a result of death or Disability; and (D) the Employee’s entitlement to the Severance Benefit shall be conditioned on his compliance with the non-competition provisions in the Employment Agreement, which shall similarly apply to the Severance Benefit. An amount equal to $650,000 of the Severance Benefit shall constitute additional consideration for the Employee’s non-competition agreement contained herein. It is expressly understood that said agreement and general release shall not require the Employee to waive (i) any right to indemnification the Employee may have under any health applicable bylaws or insurance programs policies maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen or its subsidiaries or (18ii) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable any right to the Executive, such vested employee benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

Severance Payment. If, during the Employment Term (a) If at any time during the 6 month period of twelve (12) consecutive months following the occurrence of prior to a Change in Corporate Control, the Executive is involuntarily terminated (other than for Company shall terminate the Executive’s employment without Cause) , the Executive’s employment shall terminate due to his death or Disability, or the Executive terminates shall terminate his employment for Good Reason, then subject the Company shall be obligated to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by pay the Executive of the Release, the Executive shall be entitled to receive in a lump sum severance payment in cash on the next business day following the Change in Control an amount (subject to all withholding and applicable deductions) equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of 2.99 times the sum of (i1) the highest of (A) the Executive’s Base Salary, then current base salary on an annualized basis as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending immediately prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal Control or (B) the Executive’s highest annualized base salary (with the Company or any of its subsidiaries) in effect during the 1 year period before such Change in Control and (2) the actual bonus paid to the interest rate on 90-day Treasury bills, as reported in Executive by the Wall Street Journal (Company or similar publication) on any of its subsidiaries for the date most recent fiscal year ended prior to the occurrence of the Change in Corporate Control. Such lump sum payment Control (the “Severance Payment”); provided, however, that the amount of the Severance Payment shall be made subject to the Executive within sixty being delayed and/or reduced in accordance with either Section 7 or Section 8 below. (60b) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after If a Change in Corporate Control shall occur while the Executive is involuntarily employed by the Company and the Executive shall not have prior to the 6 month anniversary of the Change in Control been terminated by the Company for Cause or resigned from the employ of the Company without Good Reason, then the Company shall be obligated to pay the Executive in a lump sum in cash on the next business day following the 6 month anniversary of the Change in Control an amount (other than for subject to all withholding and applicable deductions) equal to the Severance Payment (calculated as described in subsection (a) above); provided, however, that the amount of the Severance Payment shall be subject to being delayed and/or reduced in accordance with either Section 7 or Section 8 below. (c) If, however, on or after the Change in Control and prior to the 6 month anniversary of the Change in Control either the Company shall terminate the Executive’s employment without Cause) , the Executive’s employment shall terminate due to his death or Disability, or the Executive terminates shall terminate his employment for Good Reason, he the Severance Payment (calculated as described in subsection (a) above) shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained due and payable by the Company as of the effective date of the termination of the Executive’s employment with the Company and shall be subject to being delayed and/or reduced in which accordance with either Section 7 or Section 8 below. (d) Notwithstanding any other term or provision of this Agreement to the contrary, no Severance Payment shall become due and payable by the Company to the Executive participated under the terms of this Agreement if at the effective time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, any Change in Control the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided Company is then in default of any of its payment obligations under the immediately preceding sentence are otherwise taxable to terms of its Principal Obligations or if any dissolution, assignment for the Executive, such benefits, for purposes benefit of Section 409A creditors or reorganization under any chapter of Title 11 of the United States Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A have caused a Change in Control of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearCompany.

Severance Payment. IfSubject to the other provisions of this Agreement, during if Employee incurs a Qualifying Termination and timely executes and returns to the Company (and does not revoke) a release of claims in the form provided to Employee by the Company for such purpose at the time of Employee’s Qualifying Termination (the “Release”), as provided for in Section 15 of this Agreement, (1) the Company shall pay Employee a lump sum cash payment equal to two (2) times the sum of (a) Employee’s Base Salary, and (b) the target bonus amount, if any, established by the Compensation Committee Employee is eligible to receive under the Company’s cash bonus program in effect as of the time of the Qualifying Termination, but not less than 70% of Employee’s Base Salary (collectively, the “Severance Payment”), less all required payroll taxes and any other appropriate withholdings and deductions, on the first payroll date immediately following the date that the Release becomes effective. In the event that the period for signing, returning and revoking the Release spans two (2) tax years, the payment will be paid in the second taxable year; and (2) the Company shall, or shall use commercially reasonable efforts to cause the sponsor of the group health plan in which Employee participates to, maintain continued group health plan coverage following the Employment Term at Termination Date under all group health plans in which Employee participates as of the Employment Termination Date that are subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (as codified in Code Section 4980B and Part 6 of Subtitle B of Title I of ERISA) (“COBRA”) for Employee and Employee’s eligible spouse and dependents for the maximum period for which such qualified beneficiaries are eligible to receive any time such COBRA coverage in accordance with applicable law. However, Employee (and Employee’s spouse and dependents) shall not be required to pay more for such COBRA coverage than is charged by the Company to its officers who are then in active service for the Company and receiving coverage under such plan (or, if there are no officers in active service participating in such plan during which COBRA coverage is provided under this Section 4(b)((2), then Employee shall not be required to pay more for such COBRA coverage than the monthly premium rate as in effect as of the Employment Termination Date) and, therefore, the Company shall be responsible for the difference between the amount charged hereunder and the full COBRA premiums; provided that if COBRA coverage ceases during the period in which it is to be provided under this Section 4(b)(2) due to the Company liquidating and no such plan being in existence (the “Liquidating Event”), the Company shall pay to Employee an amount equal to the product of twelve (12x) consecutive the Company’s portion of the monthly premium rate in effect as of the Employment Termination Date and (y) the number of full or partial months remaining in the eighteen (18) month period after the Employment Termination Date following the occurrence of a Change Liquidating Event, payable in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date occurrence of a Liquidating Event. In all other respects, Employee (and Employee’s spouse and dependents) shall be treated the same as other COBRA qualified beneficiaries under the terms of such involuntary terminationplans and the provisions of COBRA. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled event of any change to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employerfollowing the Employment Termination Date, Employee and Employee’s spouse and dependents, as applicable, shall be treated consistently with the then-current officers of the Company with respect to the terms and conditions of coverage and other substantive provisions of the plan. To Following the extent the benefits provided Employment Termination Date, Employee and Employee’s spouse hereby agree to acquire and maintain any and all coverage that either or both of them are entitled to at any time during their lives under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A Medicare program or any similar program of the Code (United States or any agency thereof. Employee and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and Employee’s spouse further agree to the extent those benefits are subject to and not otherwise excepted pay any required premiums for Medicare coverage from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yeartheir personal funds.

Severance Payment. If, during the Employment Term at any time during the period of twelve (12) consecutive months following Upon the occurrence of a Change Termination Event (as ----------------- defined in Corporate ControlSection 3): (i) within 30 days following such Termination Event, upon Officer's execution of a General Release materially in the form attached hereto as Exhibit A (the "General Release"), the Executive is involuntarily terminated Company or its successor (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive an affiliate of the Release, the Executive Company or any successor thereto) shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in pay Officer an amount equal to one-twelfth Officer's Annual Base Salary (1/12thas defined in Section 3) of the multiplied by 1.0, payable as a lump sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and cash payment; (ii) if Officer was participating in a life insurance and/or disability benefit plan maintained by an Employer as of his or her Termination Date, such coverage will be continued at the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Corporate Controlsame cost, if any. Such present value shall be calculated using , charged to similarly situated active employees under such plans for a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date period of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days eighteen months following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or untilTermination Date or, if earlier, the date as of which Officer obtains other employment. Officer shall immediately notify the Executive obtains comparable coverage under Company upon obtaining other employment; (iii) if Officer was participating in a group health hospital, surgical, medical or dental benefit plan maintained by a new employer. To the extent the benefits provided an Employer as of his or her Termination Date and if Officer elects to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), Officer will be reimbursed the premiums paid to continue such coverage under COBRA until the date as of which Officer obtains other employment. Officer shall immediately preceding sentence are otherwise taxable notify the Company upon obtaining other employment; (iv) all restricted stock, options or other rights with respect to equity interests in the Executive, Company and/or its affiliates granted to Officer on or before such benefits, for purposes of Section 409A Termination Date shall immediately vest as of the Code Termination Date; and (and v) the regulations and other guidance issued thereunderCompany or any successor thereto (or an affiliate of the Company or any successor thereto) shall take all such action as may be provided necessary or appropriate to amend any option to purchase the Company's common stock held by Officer to provide that such option will not terminate as separate monthly in-kind payments a result of those benefits, and to or in connection with Officer's termination of employment with the extent those benefits are subject to and not otherwise excepted from Section 409A Company or any successor thereto (or an affiliate of the CodeCompany or any successor thereto), the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits but may continue to be provided in any other calendar yearexercised following such termination of employment until the date on which such options otherwise would expire.

Severance Payment. If, during In the Employment Term at any time during the period of twelve (12) consecutive months following the occurrence of a Change in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive event of the ReleaseExecutive's Involuntary Termination, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four (24) months, each in an amount equal to one-twelfth twelve (1/12th12) months of the sum of Executive's Base Salary which shall be paid according to the following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within thirty (30) days following the Executive’s Base Salary, as in effect at the time of the Change in Corporate ControlTermination Date, and (ii) the average one-fourth of such amount shall be payable within ten (10) days of each of the annual bonuses three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, to the extent one or more of such payments (or portion thereof) is subject to Code Section 409A, such payment (or portion thereof) shall instead be paid in accordance with Section 14.6. In addition to the foregoing severance payment, in the event of the Executive's Involuntary Termination, the Executive shall be entitled to receive, within thirty (30) days following the Termination Date, a lump sum payment equal to the aggregate of (a) the amount equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year to the extent that all the conditions for payment of such bonus have been satisfied (excluding the requirement to be in employment with the Company as of the payroll date of payment) and any such other bonus that was earned but is unpaid on the Termination Date; and (b) the amount equal to the target Cash Bonus then in effect for the Executive for the prior two fiscal years year in which such termination occurs prorated to reflect the number of full or partial months the Executive was employed with the Company during such calendar year. To illustrate, if the Executive's target bonus at 50% of the Company ending prior then Base Salary equals $120,000 for the calendar year and the Executive is terminated on October 15th as a result of an Involuntary Termination, then the payment described in clause (b) shall equal $100,000 (i.e., ten (10) months' prorated bonus at fifty percent (50%) of the then Base Salary with October counting as a month worked). Any such amount paid with respect to the Change in Corporate Control, if any. Such present value Cash Bonus shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) paid on the date of the Change in Corporate Control. Such lump sum payment shall be made that annual bonuses are paid to the Executive within sixty (60) days following the date of such involuntary termination. In addition, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar yearsimilarly situated executives.

Severance Payment. IfXxxxxx will be paid any portion of his base salary earned through the Separation Date and not theretofore paid no later than 30 days following the Separation Date. Provided that Xxxxxx (a) executes this Agreement within 21 days after the date the Company provides him with the Agreement, and returns a signed copy of it to the Company, care of , so that it is received no later than September 3, 2019, (b) does not exercise Xxxxxx’x revocation right pursuant to Section 5 below and (c) satisfies the other terms and conditions set forth in this Agreement and the employment agreement entered into between the Parties on February 17, 2017 and amended on May 28, 2019 (the “Employment Agreement”), Xxxxxx shall receive the following consideration: (a) During the period beginning on the Separation Date and ending on the first (1st) anniversary of the Separation Date (the “Severance Period”) the Company will pay to Xxxxxx an aggregate amount equal to $725,000.00, less applicable taxes and other withholdings (the “Severance Payment”). The Severance Payment will be paid in equal installments during the Employment Term Severance Period, beginning on the first regularly scheduled payroll date of the Company following the Separation Date (the “First Payment Date”), at any the same time and in the same manner as Xxxxxx’x annual base salary would have been paid had Xxxxxx remained in active employment with the Company during the period of twelve (12) consecutive months following the occurrence of a Change Severance Period, in Corporate Control, the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, then subject to compliance accordance with the restrictive covenants Company’s normal payroll practices in effect on the Separation Date. For purposes of Section 9 and 409A (including, without limitation, for purposes of Section 10 and the execution and timely return by the Executive 1.409A-2(b)(2)(iii) of the ReleaseDepartment of Treasury Regulations), Xxxxxx’x right to receive the Executive Severance Payment in the form of installment payments (the “Installment Payments”) shall be entitled treated as a right to receive a lump sum severance payment equal to the present value of a series of monthly separate payments for twenty-four (24) monthsand, accordingly, each Installment Payment shall at all times be considered a separate and distinct payment. (b) The Company will pay Xxxxxx $725,000.00 (the “Lump-Sum Payment”), which will be paid in an amount equal one lump-sum payment on the First Payment Date. The Lump-Sum Payment shall be considered a separate and distinct payment from the Severance Payment. The Lump-Sum Payment will be paid through Xxxxxx’x attorneys. (c) Xxxxxx may elect to one-twelfth (1/12th) continue to participate in the Company’s health plans following the Separation Date in accordance with the rules and regulations of the sum Consolidated Omnibus Budget Reconciliation Act (“COBRA”). If Xxxxxx timely elects continuation coverage, the Company will subsidize Xxxxxx’x COBRA premiums under the Company’s health plans so that Xxxxxx will pay the same premium as that of (i) the Executive’s Base Salary, as in effect at the time of the Change in Corporate Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years an active employee of the Company ending prior to for health coverage from the Change in Corporate Control, if any. Such present value shall be calculated using a discount rate equal to Separation Date until the interest rate on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date end of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of such involuntary termination. In additionSeverance Period, if during the Employment Term within twelve (12) months after a Change in Corporate Control the Executive is involuntarily terminated (other than for Cause) or the Executive terminates his employment for Good Reason, he shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or untilor, if earlier, the date that Xxxxxx becomes covered under the Executive obtains comparable coverage under a group health plan maintained by plans of another employer. (d) Xxxxxx shall continue to have his existing rights under Delaware law and Article VI of the By-Laws of the Company to indemnification and advancement of expenses incurred (including attorneys’ fees), which, in accordance with Section 6.01 of Article VI, constitute a new employercontract between the Company and Xxxxxx for the purposes of indemnification. To Xxxxxx acknowledges and agrees that the extent consideration described in this Section 2 represents the benefits provided entirety of the amounts Xxxxxx is eligible to receive as severance pay from the Company or any other Company Party, including under his Employment Agreement and the Company’s 2017 Incentive Award Plan. Xxxxxx specifically acknowledges that he will automatically forfeit any awards granted under the immediately preceding sentence Company’s 2017 Incentive Award Plan, including stock options, restricted stock units, and performance stock units, that are otherwise taxable unvested as of the Separation Date and that such awards will terminate automatically without any further action by the Company and at no cost to the ExecutiveCompany. For the avoidance of doubt, such benefitsno awards granted under the Company’s 2017 Incentive Award Plan will vest as a result of, for purposes or in connection with, Xxxxxx’x termination of Section 409A employment, provided, however, Xxxxxx shall retain all rights to awards granted under the Company’s 2017 Incentive Award Plan that are fully vested as of the Code (Separation Date, which shall be governed in accordance with their terms. For the avoidance of doubt, it will not be a violation of this Agreement for Xxxxxx to trade, transfer or otherwise dispose of shares underlying such vested awards at any time following the Separation Date, and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments Company will take no action to prevent Xxxxxx from trading, transferring or otherwise disposing of those benefitsshares underlying such vested awards at any time following the Separation Date. The Company agrees to provide Xxxxxx with written confirmation of his separation from the Company addressed to Elo Omavuezi, and further agrees not to create undue delay in any process involving the transfer of shares (to the extent those benefits are subject to and not otherwise excepted from Section 409A any such process involves action by the Company) following the execution of any transaction in Company securities held by Xxxxxx. Xxxxxx acknowledges that he is aware of the Codeongoing obligations he may have under the Company’s Xxxxxxx Xxxxxxx Policy, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in applicable securities laws and any other calendar yearapplicable requirements related to any trading in the Company’s securities.

Severance Payment. If(a) In the event the employment of the Executive is terminated by the Company for a reason other than for Cause (as defined below) or by the Executive for Good Reason (as defined below), during the Employment Term at Company shall pay to the Executive (as severance pay), the sum of his base salary and target annual bonus as in effect on the Executive’s last day of employment (exclusive of any time during the period of other compensation), in regular bi-weekly payments for twelve (12) consecutive months following the occurrence Termination Date (the “Severance Pay”). In addition, the Company shall pay the Executive in monthly installments the difference between the premium Executive is required to pay for COBRA continuation benefits under the same type of a Change in Corporate Controlcoverage he (and if applicable his dependents) had immediately prior to the Termination Date and the amount Executive would have paid as an active employee of the Company for twelve (12) months, or if earlier, the date Executive no longer receives COBRA coverage. In the event that the Executive is involuntarily entitled to severance benefits under Section 3(b) below, this Section 3(a) shall not apply and shall have no further force or effect. (b) In the event the employment of the Executive is terminated (by the Company for a reason other than for Cause) Cause or by the Executive terminates his employment for Good Reason, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive within twelve (12) months following a Change of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to the present value of a series of monthly payments for twenty-four Control (24) months, each in an amount equal to one-twelfth (1/12thas defined below) of the sum of Company, (i) the Company shall pay to the Executive (as severance pay), the Change of Control Severance (as defined below) in regular bi-weekly payments over the Severance Period (as defined below) and (ii) all of the Executive’s Base Salarystock options and/or restricted stock which vest solely based on continued service and not based on performance, which are then outstanding shall be immediately vested, such vested awards that were granted as restricted stock shall be free of restrictions and such vested awards that were granted as options shall remain exercisable for a period of 6 months following the Executive’s last day of employment (but not to exceed the original term of such awards). Additionally, notwithstanding anything to the contrary in effect the Company’s 2010 Incentive Award Plan or any successor plan thereto regarding full vesting of options or restricted stock under certain circumstances following a Change of Control, which the Executive hereby waives, Executive agrees that the Performance Options (as defined in the Offer Letter) shall vest only in 20% installments for each Price Performance Threshold (as defined in the Offer Letter) which has been met at the time of the Change in Corporate of Control, and (ii) any other performance based restricted stock will vest pro rata based on the average proportion of the annual bonuses performance period completed through the Termination Date, and at the target performance level. In addition, the Company shall pay the Executive in monthly installments the difference between the premium Executive is required to pay for COBRA continuation benefits under the same type of coverage he (and if applicable his dependents) had immediately prior to the Termination Date and the amount Executive would have paid as an active employee of the Company for the Severance Period, or if earlier, the date Executive no longer receives COBRA coverage. (c) The Executive agrees that after the Termination Date, but prior to payment of the severance pay called for by Section 3(a) or Section 3(b), as the case may be, he shall execute a waiver and release (including confidentiality and non-disparagement provisions), in the form attached hereto as Exhibit A, of any and all claims he may have against the Company and its officers, employees, directors, parents, subsidiaries and affiliates. Executive understands and agrees that the payment of the severance benefits called for by this Agreement are contingent upon his execution and delivery to the Company of the previously described release of claims and such release being effective and not revoked on the sixtieth (60th) day following the Termination Date. The severance payable under Section 3(a) or Section 3(b), as applicable shall commence with the first payroll following the date the release of claims described above is effective ; provided, that if the period in which Executive may sign and return the release spans more than one taxable year, payment will not commence until the later taxable year. If the release of claims is not effective on the sixtieth (60th) day after the Termination Date no severance benefits will be payable. Executive’s rights to the severance under Section 3(a) or Section 3(b) shall constitute the sole remedy of the Executive in the event of termination of the Executive’s employment. For purposes of this Agreement the Executive’s termination of employment shall mean his “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). (d) Payments to the Executive for the prior under Sections 3(a) and 3(b) shall be bifurcated into two fiscal years portions, consisting of the Company ending prior to the Change in Corporate Controlportion, if any, that includes the maximum amount of the payments that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the portion, if any, that includes the excess of the total payments that does constitute nonqualified deferred compensation. Such present value Payments hereunder shall first be made from the portion that does not consist of nonqualified deferred compensation until such portion is exhausted and then shall be calculated using made from the portion that does constitute nonqualified deferred compensation. Notwithstanding the foregoing, if the Executive is a discount rate equal “specified employee” as defined in Section 409A(a)(3)(B)(i) of the Code, the commencement of the delivery of the portion that constitutes nonqualified deferred compensation will be delayed to the interest rate date that is 6 months and one day after the Executive’s termination of employment (the “Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid pro rata during the period beginning on 90-day Treasury bills, as reported in the Wall Street Journal (or similar publication) Earliest Payment Date and ending on the date that is 12 months following termination of the Change in Corporate ControlExecutive’s employment. Such lump sum payment shall The determination of whether, and the extent to which, any of the payments to be made to the Executive within sixty (60hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) days must be paid no later than the last day of the second taxable year of the Executive following the date taxable year of such involuntary termination. In additionthe Executive in which the Executive’s termination of employment occurs. (i) Notwithstanding any other provision of this Agreement, if during except as set forth in Section 3(e)(ii), in the Employment Term within twelve (12) months after event that the Company undergoes a “Change in Corporate Control Ownership or Control” (as defined below), the Company shall not be obligated to provide to the Executive is involuntarily terminated a portion of any “Contingent Compensation Payments” (other than for Causeas defined below) or that the Executive terminates his employment for Good Reason, he shall would otherwise be entitled to continued coverage at receive to the Company’s expense under extent necessary to eliminate any health insurance programs maintained “excess parachute payments” (as defined in Section 280G(b)(1) of the Code) for the Executive. For purposes of this Section 3(e), the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (ii) Notwithstanding the provisions of Section 3(e)(i), no such reduction in Contingent Compensation Payments shall be made if (i) the Eliminated Amount (computed without regard to this sentence) exceeds (ii) the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by the Company in which Executive if the Executive participated at Eliminated Payments (determined without regard to this sentence) were paid to him (including, state and federal income taxes on the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlierEliminated Payments, the date the Executive obtains comparable coverage under a group health plan maintained excise tax imposed by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), and the regulations and other guidance issued thereunderany withholding taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 3(e)(ii) shall be provided referred to as separate monthly in-kind payments a “Section 3(e)(ii) Override.” For purposes of those benefitsthis paragraph, and if any federal or state income taxes would be attributable to the extent those benefits are subject to and not otherwise excepted from Section 409A receipt of any Eliminated Payment, the amount of such taxes shall be computed by multiplying the amount of the CodeEliminated Payment by the maximum combined federal and state income tax rate provided by law. (iii) For purposes of this Section 3(e), the provision of following terms shall have the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.following respective meanings: