Common use of Severance Payment Clause in Contracts

Severance Payment. The Company shall pay to the Executive in a lump sum in cash or certified check within fifteen (15) days after the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six (6) months of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven (7) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; or (ii) the date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installments.

Severance Payment. The (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 shall, during the Severance Period, pay to the Executive an amount (the “Severance Payment”) calculated as described below: (A) 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), or due to non-extension of the Initial Term or any Extension Term by the Company pursuant to Section 4(a)(vii), then the Severance Payment shall be an amount equal to one and one-half (1.5) times the sum of (1) the Annual Base Salary for the year in a lump sum in cash or certified check within fifteen (15) days after which the Date of Termination a severance payment equal occurs, and (2) the Annual Bonus paid to the sum Executive in respect of the following amounts (other than amounts payable from calendar year immediately preceding the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, year in which amounts shall be paid in accordance with the terms Date of such plans): (A) all Accrued Obligations;Termination occurs. (B) a cash If the Executive’s employment shall be terminated due to non-extension of the Initial Term or any Extension Term 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 six (61) months the sum of (x) the Annual Base Salary for the year in which the Date of Termination occurs, and (y) the Annual Bonus paid to the Executive in respect of the Executive's Base Salary at calendar year immediately preceding the rate year in effect as of which the date when the Notice Date of Termination was given; occurs, multiplied by (C2) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is equal to the number of days elapsed since from the date the Incentive Plan began for the applicable fiscal year Date of Termination through the expiration date of such Termination or termination without Causethe Restricted Period (as elected by the Company 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 total number of days Executive might otherwise be entitled. Notwithstanding anything herein to the contrary, (A) no portion of the applicable fiscal year for such Incentive Plan. In additionSeverance Payment shall be paid unless, if the Executive has not accepted employment from a subsequent employer 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 is seven 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 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 thirtieth (730th) months from day following the Date of Termination (such payroll date, the "Supplemental “First Payment Date"”) shall instead be paid on the First Payment Date. For purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; or (ii) the date of the Executive's acceptance ’s right to receive the Severance Payment in the form of employment from installment payments (the “Installment Payments”) shall be treated as a subsequent employer. The Executive right to receive a series of separate payments and, accordingly, each Installment Payment shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installmentsat all times be considered a separate and distinct payment.

Severance Payment. The 6.1 Subject to Section 6.2 hereof, if Executive’s employment is terminated as a result of a Qualifying Termination, the Company shall pay Compensation (as hereinafter defined) to Executive (A) in the Executive event of an Involuntary Termination, for the two (2) years following the Qualifying Termination, or (B) in the event of a lump sum Voluntary Termination, for one (1) year following the Qualifying Termination, in cash or certified check within fifteen (15) days after the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid either event in accordance with the terms of Company’s customary payroll practice (the “Severance Payment”). Except as provided in Section 6.5 hereof, such plans):payments shall commence on the next payroll payment date following the Qualifying Termination. (A) all Accrued Obligations; (B) a cash amount equal to six (6) months of 6.2 During the Executive's Base Salary at second year following an Involuntary Termination, the rate in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed Severance Payment payable by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven (7) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall pay the Executive be reduced by an amount equal to fifty percent (50%) the compensation and other benefits received by Executive during either of his monthly Base Salary at such periods from other employment or business activities. 6.3 For purposes of this Agreement, Executive’s “Compensation” shall equal the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier sum of (i) Executive’s salary at the payment of the sixth (6th) monthly installment; or (ii) annual rate applicable on the date of the Qualifying Termination, 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 three (3) year period immediately before the date of the Change of Control under all of the Company’s bonus and incentive compensation plans or arrangements as disclosed in the Company’s annual Proxy Statement. 6.4 The Severance Payment hereunder is in 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. 6.5 Notwithstanding anything herein to the contrary, if at the time of the Executive's acceptance ’s “Separation From Service” (as hereinafter defined) the Executive shall be a “specified employee” (within the meaning of Treasury Regulation 1.409A-1(i)), as determined in a uniform manner by the Company, any Severance Payment payable to the Executive shall not be paid or commence until the first business day after six months following the Executive’s “Separation From Service” (or if earlier upon his death). The term “Separation From Service” shall mean the Executive’s termination of active employment, whether voluntary or involuntary (other than by death) with the Company or any of its affiliated companies within the meaning of Treasury Regulation 1.409A-1(h). The Company will determine whether the Executive has terminated active employment from (and incurred a subsequent employerSeparation From Service) based upon facts and circumstances described in Treasury Regulation 1.409A-1(h)(1)(ii). The Executive shall notify incur a Separation From Service if the Company and the Executive reasonably anticipate the Executive will not perform any additional services after a certain date or that the level of bona fide services (as an employee or an independent contractor) will permanently decrease to no more than twenty (20%) percent of the average level of bona fide services performed over the immediately upon his acceptance preceding 36-month period. The provisions of this Section 6.5 shall only apply if, and to the minimum extent, necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, to avoid the Executive’s incurrence of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installments.taxes or penalties under Section 409A.

Severance Payment. The Company shall pay to the Executive in a lump sum in cash or certified check within fifteen (15) days after the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six three (63) months of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven four (74) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth third (6th3rd) monthly installment; installment or (ii) the date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six three (63) additional monthly installments.

Severance Payment. (i) The Company shall pay to the Executive in as severance pay a lump sum (the “Severance Payment”), in cash or certified check within fifteen (15) days after cash, in full as soon as practicable but in no event later than the fifth day following the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash an amount equal to six (6x) months of the Executive's Base Salary at the rate ’s highest annual base salary in effect as during the 12-month period immediately preceding the Date of Termination, and (y) the date when Executive’s incentive compensation bonus that would otherwise be payable to the Notice Executive under the Company’s Bonus Plan then in effect for the year in which the Date of Termination was given;occurred assuming one hundred percent (l00%) satisfaction of all performance goals established under such Bonus Plan for the Executive, multiplied by 1.00. (Cii) subject to In the terms of event that the Incentive Plan and further provided Company asserts that the Executive has been employed terminated for Disability pursuant to Section 3(b) or for Cause pursuant to Section 3(d), the Executive may, within 30 days after Notice of Termination is given to the Executive, notify the Company in writing that he disputes the basis for the termination. After such notice has been timely given by the Executive, if either (x) the Executive prevails in his position or (y) the Company for changes its position and voluntarily pays the first six (6) months of Severance Payment to the Executive, then applicable fiscal year, a cash in either case 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 portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began daily basis for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has period (not accepted employment from a subsequent employer prior to the date which is seven (7exceed 6 months) months from the Date of Termination (until the "Supplemental Payment Date"), commencing date on the Supplemental Payment Date which the Company actually pays the Severance Payment to the Executive. (iii) The foregoing payments shall pay be in addition to any payments or other compensation that would otherwise be payable to the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as under any other then existing Severance Plan of the date when the Notice Company. All payments hereunder shall be made net of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; withholdings required by applicable federal, state or (ii) the date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installmentslocal laws.

Severance Payment. The (a) If at any time during the 6 month period prior to a Change in Control, 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 shall terminate his employment for Good Reason, then the Company shall be obligated to pay to the Executive in a lump sum in cash or certified check within fifteen on the next business day following the Change in Control an amount (15subject to all withholding and applicable deductions) days after the Date of Termination a severance payment equal to 2.99 times the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six (6) months of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven (7) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment highest of (A) the sixth Executive’s then current base salary on an annualized basis as in effect immediately prior to the Change in Control or (6thB) monthly installment; 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 (ii) the actual bonus paid to the Executive by the Company or any of its subsidiaries for the most recent fiscal year ended prior to the occurrence of the Change in Control (the “Severance Payment”); 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. (b) If a Change in Control shall occur while the Executive is 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 (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 shall terminate his employment for Good Reason, the Severance Payment (calculated as described in subsection (a) above) shall be due and payable by the Company as of the effective date of the termination of the Executive's acceptance of ’s employment from a subsequent employer. The Executive shall notify with the Company immediately upon his acceptance and shall be subject to being delayed and/or reduced in accordance with either Section 7 or Section 8 below. (d) Notwithstanding any other term or provision of any such new employment if secured prior this Agreement to the payment contrary, no Severance Payment shall become due and payable by the Company to the Executive under the terms of such six (6) additional monthly installmentsthis Agreement if at the effective time of any Change in Control the Company is then in default of any of its payment obligations under the terms of its Principal Obligations or if any dissolution, assignment for the benefit of creditors or reorganization under any chapter of Title 11 of the United States Code shall have caused a Change in Control of the Company.

Severance Payment. The (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 shall, during the Severance Period, pay to the Executive an amount (the “Severance Payment”) calculated as described below: (A) 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), in a lump sum each case other than during the Change in cash or certified check within fifteen (15) days after Control Period, then the Date of Termination a severance payment Severance Payment shall be an amount equal to the sum of (1) the following amounts Annual Base Salary for the year in which the Date of Termination occurs, and (other than amounts payable from 2) the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which amounts shall be paid in accordance with the terms Date of such plans): (A) all Accrued Obligations;Termination occurs. (B) a cash 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), in each case during the Change in Control Period, then the Severance Payment shall be an amount equal to six one and one-half (61 ½) months times the sum of (1) the Annual Base Salary for the year in which the Date of Termination occurs, and (2) the Annual Bonus paid to the Executive in respect of the Executive's Base Salary at calendar year immediately preceding the rate year in effect as of which the date when the Notice Date of Termination was given;occurs. (C) subject If the Executive’s employment shall be terminated due to the terms non-extension of the Incentive Plan and further provided that the Executive has been employed Initial Term or any Extension Term by the Company for pursuant to Section 4(a)(vii) or by the first six (6) months of Executive pursuant to Section 4(a)(viii), but only if the Company exercises its Noncompete Option in connection with such termination, then applicable fiscal year, a cash the Severance Payment shall be an amount equal to a portion (1) the sum of (x) the Annual Base Salary for the year in which the Date of Termination occurs, and (y) the Annual Bonus paid to the Executive in respect of the Incentive Bonuscalendar year immediately preceding the year in which the Date of Termination occurs, the product of multiplied by (2) a fraction, the numerator of which is equal to the number of days elapsed since from the date the Incentive Plan began for the applicable fiscal year Date of Termination through the expiration date of such Termination or termination without Causethe Restricted Period (as elected by the Company 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 total number of days Executive might otherwise be entitled. Notwithstanding anything herein to the contrary, (A) no portion of the applicable fiscal year for such Incentive Plan. In additionSeverance Payment shall be paid unless, if the Executive has not accepted employment from a subsequent employer 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 is seven 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 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 thirtieth (730th) months from day following the Date of Termination (such payroll date, the "Supplemental “First Payment Date"”) shall instead be paid on the First Payment Date. For purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; or (ii) the date of the Executive's acceptance ’s right to receive the Severance Payment in the form of employment from installment payments (the “Installment Payments”) shall be treated as a subsequent employer. The Executive right to receive a series of separate payments and, accordingly, each Installment Payment shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installmentsat all times be considered a separate and distinct payment.

Severance Payment. The If the Change in Control Date occurs during the Term and the Executive's employment with the Company terminates within 12 months following the Change in Control Date, the Executive shall be entitled to 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 in cash or certified check within fifteen (15) 30 days after the Date of Termination a severance payment equal to the sum aggregate of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans):amounts: (A) all Accrued Obligations; the sum of (B1) a cash amount equal to six (6) months of the Executive's Base Salary at base salary through the rate in effect as Date of the date when the Notice of Termination was given; Termination, (C2) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, 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 elapsed since in the date the Incentive Plan began for the applicable current fiscal year through the date Date of such Termination or termination without CauseTermination, and the denominator of which is 365, and (3) the total number amount of days 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 fiscal year for such Incentive Plan. In additionBenefit 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 has not accepted employment becomes re-employed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from a subsequent such employer prior on terms at least as favorable to the date 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 seven 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 (7such other amounts and benefits being referred to as the "Other Benefits"); and (iv) months from 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 Control 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 "Supplemental Payment Executive the Other Benefits. (c) If the Company terminates the Executive's employment with the Company for Cause following the Change in Control Date"), commencing on the Supplemental Payment Date then the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) pay the payment Executive, in a lump sum in cash within 30 days after the Date of Termination, the sixth sum of (6thA) monthly installment; or 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 date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior timely pay or provide to the payment by Executive the Company of such six (6) additional monthly installmentsOther Benefits.

Severance Payment. The Company shall pay to the Executive in a lump sum in cash or certified check within fifteen (15) days after the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six three (63) months of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven four (74) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; or (ii) the date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installments.third

Severance Payment. The 2.1 Except as provided in Section 2.2, if within one year following a Change of Control, either Officer terminates employment with all members of the Company shall Group voluntarily or the Company terminates Officer’s employment Without Cause, the Company will pay to the Executive Officer in a lump sum in cash or certified check within fifteen (15except as provided below) days after an amount (the Date of Termination a severance payment “Severance Payment”) equal to the sum of: (i) fifteen times Officer’s base monthly salary as in effect at the time of termination or, if greater, immediately prior to the effective date of the following amounts Change of Control; and (ii) twice the amount of the bonus, if any, paid (or payable) to Officer for the fiscal year immediately preceding the fiscal year in which Officer’s employment terminates. The Severance Payment shall be reduced by required deductions for applicable taxes and other than amounts payable from withholdings and for any outstanding obligations owed by Officer to the Incentive Plan or Qualified Plans, non-qualified retirement plans Company that are then due and deferred compensation planspayable, which amounts deductions and withholdings are specifically authorized by Officer. The Severance Payment shall be in lieu of any other severance payments to which Officer would be entitled under the plans or policies of the Company and any of its subsidiaries. If Officer’s employment is terminated by the Company Without Cause, the Severance Payment shall be paid in accordance at the time of termination of the Officer’s employment with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six (6) months of Company. If Officer’s employment is terminated voluntarily by Officer, the Executive's Base Salary at Severance Payment shall be paid within 30 days following termination. Notwithstanding the rate in effect foregoing, if as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company Severance Payment is due Officer’s bonus for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable preceding fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven (7) months from the Date of Termination (the "Supplemental Payment Date")been determined, commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the defer payment of the sixth (6th) monthly installment; or (ii) the date bonus component of the Executive's acceptance Severance Payment until such time as Officer’s bonus shall have been determined, but in no event later than 90 days following the end of employment from such preceding fiscal year. Each Change of Control shall give Officer a subsequent employer. The Executive separate right to give the notice set forth in the first sentence of this Section 2; provided that in no event shall notify Officer be entitled to more than one Severance Payment. 2.2 Notwithstanding any other provision of this Agreement, the Company immediately upon his acceptance shall have no obligation to make the Severance Payment if such Severance Payment is prohibited by applicable federal or state law, including without limitation Part 359 of the regulations of the Federal Deposit Insurance Corporation (12 CFR § 359 et seq.) or any successor provision. 2.3 As a condition to the obligation of the Company to pay the Severance Payment, the Officer must execute and deliver a release in form and substance satisfactory to the Company releasing the Company Group and its directors, officers, employees and agents (“Released Parties”) from any and all claims the Officer may have against the Released Parties, whether such new employment if secured claims are known or unknown, absolute or contingent, other than claims under this Agreement, claims for salary and other compensation and benefits accrued prior to termination, claims for indemnification under applicable law, the payment by Bylaws of the Company or any Indemnification Agreement between the Officer and the Company, and rights of such six (6) additional monthly installmentsOfficer under employee benefit plans.

Severance Payment. The Company shall pay to the Executive in a lump sum in cash or certified check within fifteen (15) days after the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six three (63) months of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; ; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven four (74) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth third (6th3rd) monthly installment; installment or (ii) the date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six three (63) additional monthly installments.

Severance Payment. The If the Change in Control Date occurs during the Term and the Executive's employment with the Company terminates within 12 months following the Change in Control Date, the Executive shall be entitled to 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 in cash or certified check within fifteen (15) 30 days after the Date of Termination a severance payment equal to the sum aggregate of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans):amounts: (A) all Accrued Obligations; the sum of (B1) a cash amount equal to six (6) months of the Executive's Base Salary at base salary through the rate in effect as Date of the date when the Notice of Termination was given; Termination, (C2) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, 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 elapsed since in the date the Incentive Plan began for the applicable current fiscal year through the date Date of such Termination or termination without CauseTermination, and the denominator of which is 365, and (3) the total number amount of days 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 fiscal year for such Incentive Plan. In additionBenefit Plans in effect on the Measurement Date or, if more favorable to the Executive and her 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 has not accepted employment becomes re-employed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from a subsequent such employer prior on terms at least as favorable to the date Executive and her 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 her 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 seven 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 (7such other amounts and benefits being referred to as the "Other Benefits"); and (iv) months from 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 her employment with the Company following the Change in Control 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 her 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 "Supplemental Payment Executive the Other Benefits. (c) If the Company terminates the Executive's employment with the Company for Cause following the Change in Control Date"), commencing on the Supplemental Payment Date then the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) pay the payment Executive, in a lump sum in cash within 30 days after the Date of Termination, the sixth sum of (6thA) monthly installment; or 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 date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior timely pay or provide to the payment by Executive the Company of such six (6) additional monthly installmentsOther Benefits.

Severance Payment. The In the event of Executive’s Involuntary Termination, the Company shall pay to the Executive in a lump sum in cash or certified check (A) within fifteen (15) 15 days after the Date termination of Executive’s employment with the Company, (1) the full amount of any earned but unpaid Annual Salary through the Severance Date, and (2) the full amount of any accrued and unpaid expenses reimbursements to which Executive is legally entitled (Executive, or Executive’s legal representative on Executive’s behalf, shall have 10 days after the date of termination of Executive’s employment to submit to the Company properly completed expense reimbursement forms for reimbursable business expenses incurred by Executive through and including the Severance Date), and (B) at such time as Executive would have been entitled to receive any earned Management Incentive Bonus for the year in which such Involuntary Termination occurs if Executive had been employed on the last day of such year, a severance payment pro rated portion of Executive’s Management Incentive Bonus for such year (the pro rated portion shall be equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms aggregate amount of such plans): Management Incentive Bonus for such year (A) all Accrued Obligations; (B) a cash amount equal to six (6) months of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed determined by the Company for the first six Board of Directors, acting in good faith) multiplied by a fraction (6a) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal during such year through and including the date of such Termination or termination without Cause, Severance Date and (b) the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan365). In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven (7) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall continue to (A) pay to the Executive an amount equal to fifty percent (50%) his Annual Salary as scheduled, for a period of his monthly Base Salary at nine months following the rate in effect as Severance Date, provided Executive has completed six months of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; or (ii) employment from the date of hire, as his sole severance compensation benefit, and (B) fully fund all health insurance benefits provided to Executive under Section 4(c) hereof (at the Executive's acceptance levels in effect on the Severance Date) for a period of nine months following the Severance Date, provided Executive has completed six months of employment from a subsequent employerthe date of hire. The Executive shall notify the Company immediately upon his acceptance of will not be entitled to any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installmentsother compensation or benefit.

Severance Payment. The 6.1 Subject to Section 6.2 hereof, following a (i) Change in Control during the term of this Agreement, and (ii) termination of the Executive's employment on or before the first anniversary of such Change in Control, the Company shall pay the Executive the payment described in this Section 6.1 (the "Severance Payment") , in addition to the payments and benefits described in Section 5 hereof, unless such termination is (i) by the Company for Cause, (ii) by reason of the Executive's Death or Disability or (iii) by the Executive without Good Reason. Moreover, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason if the Executive's employment is terminated without Cause prior to a Change in Control at the direction of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control or if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition in Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person. In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive in a lump sum severance payment, in cash or certified check within fifteen (15) days after cash, equal to the Executive's then base salary plus the target bonus contained in the Executive's performance bonus plan for the fiscal year in which occurs the Date of Termination Termination. 6.2 Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a severance payment equal to Change in Control or the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six (6) months termination of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; (C) subject employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Incentive Plan and further provided that the Executive has been employed by Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company for or such Person (all such payments and benefits, including the first six Severance Payments, being hereinafter called "Total Payments"), would be subject (6) months in whole or part), to the excise tax imposed under section 4999 of the Code (the "Excise Tax"), then applicable fiscal year, a cash amount equal the Severance Payments shall be reduced to a the extent necessary so that no portion of the Incentive BonusTotal Payments is subject to the Excise Tax (after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement) if (A) the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date net amount of such Termination or termination without CauseTotal Payments, as so reduced, (and the denominator of which is the total number of days after deduction of the applicable fiscal year for net amount of federal, state and local income tax on such Incentive Plan. In addition, if reduced Total Payments) is greater than (B) the Executive has not accepted employment from a subsequent employer prior to the date which is seven (7) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier excess of (i) the payment net amount of such Total Payments, without reduction (but after deduction of the sixth (6th) monthly installment; or net amount of federal, state and local income tax on such Total Payments), over (ii) the amount of Excise Tax to which the Executive would be subject in respect of such Total Payments. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected by the Company does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code, (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company in accordance with the principles of sections 280G(d)(3) and (4) of the Code. Prior to the payment date set forth in Section 6.3 hereof, the Company shall provide the Executive with its calculation of the amounts referred to in this Section and such supporting materials as are reasonably necessary for the Executive to evaluate the Company's calculations. 6.3 The payment provided for in Section 6.1 hereof shall be made not later than the fifth day following the Date of Termination, provided, however, that if the amount of such payment, and the limitation on such payment set forth in Section 6.2 hereof, cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payment to which the Executive is clearly entitled and shall pay the remainder of such payment (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the estimated payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in section 1274(b)(2)(B) of the Code). At the time that payments are made under this Section, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from outside counsel, auditors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). 6.4 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive as a result of or in connection with a termination of employment following a Change in Control and during the term of this Agreement (including all such fees and expenses, if any, incurred in good faith in disputing any such termination or in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Code to any payment or benefit provided hereunder). Such payments shall be made within five (5) business days after delivery of the Executive's acceptance written requests for payment accompanied with such evidence of employment from a subsequent employer. The Executive shall notify fees and expenses incurred as the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installmentsreasonably may require.

Severance Payment. 17.1 The Company agrees that the occurrence of any of the following shall pay entitle the Executive, at his discretion, to terminate his employment with immediate effect upon notifying the Company in writing: 17.1.1 a material breach by the Company of any of the terms and provisions of this Agreement and if such breach is capable of being cured, the Company fails to do so within 15 days after receiving written notice of such breach from the Executive; 17.1.2 a material reduction in the Executive’s salary or a material reduction in the Executive’s benefits under this Agreement; 17.1.3 a material reduction in the Executive’s authority or reporting; or 17.1.4 the relocation of the Executive’s place of employment outside central London or such other place which would result in the Executive having a commute to the place of employment which would not be commensurate with that which the Executive has as at the date of this Agreement (from his residential address as at the date of this Agreement). 17.2 If the Executive shall, at his discretion, terminate his employment in a lump sum in cash or certified check within fifteen (15) days after accordance with clause 17.1, then, subject to clause 17.4, the Date of Termination Executive shall be entitled to a severance payment equal to the sum of the following amounts aggregate of: (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (Bi) a cash amount equal to payment representing six (6) months of the Executive's Base Salary ’s then basic salary; (ii) any earned but unpaid bonus payable, pursuant to clause 7.3, as at the rate Termination Date, and as determined by the Board in its absolute discretion; and (iii) the value of any contractual benefits which the Executive would have earned and received from the Termination Date until the first date upon which his employment could, save in accordance with clause 17.1, otherwise have been lawfully terminated (together the “Severance Payment”). Additionally, within 30 days following termination of employer by the Executive under clause 17.1, the Company shall determine in its good faith discretion whether and to what extent, if any, the Executive had attained the applicable performance goals in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal calendar year through the date of such Termination or in which termination without Causeoccurred and if so, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven (7) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall pay the Executive an a prorated performance bonus for the partial year in which such termination occurs. Any such amount equal shall be paid to fifty percent (50%) the Executive concurrently with the Severance Payment and the amount of his monthly Base Salary at any Severance Payment shall not be reduced by any compensation earned by the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; or (ii) the date of the Executive's acceptance of employment Executive from a subsequent employer. 17.3 Any Severance Payment made to the Executive pursuant to this clause 17 will be subject to tax and other statutory deductions as required by law. 17.4 For the avoidance of doubt, the Executive is not required to exercise his rights under clause 17.1 to terminate his employment under this Agreement and the Company is not required to pay the Severance Payment unless the Executive has entered into the settlement agreement pursuant to clause 17.5. 17.5 The payment of the Severance Payment shall be conditional upon the Executive signing a settlement agreement on terms satisfactory to the Company (acting reasonably) in full and final settlement of any and all claims he might have arising out of his employment and its termination. 17.6 For the avoidance of doubt, the Board in its sole discretion shall determine the hiring of any management team member or other key employee. The Executive shall notify the Company immediately upon his acceptance addition of any such new employment if secured prior management team member or other key employee shall not entitle the Executive to terminate his contract and/or claim the payment by Severance Payment for the Company purposes of this clause 17, provided that the Board in exercising such six (6) additional monthly installmentsdiscretion does not cause a material change in the Executive’s reporting line.

Severance Payment. The Company "Severance Payment" shall pay to the Executive in a lump sum be $1,985,000. The Severance Payment shall be payable in cash or certified check within fifteen (15) days after the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six (6) months of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for in 24 equal monthly installments over the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal two year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven (7) months from period following the Date of Termination (the "Supplemental Payment DateSeverance Period"), with the first payment commencing on the Supplemental date thirty (30) days after Employee's Date of Termination; provided, however, that, to the extent required under Section 409A of the Code to avoid the imposition of additional tax to Employee under that Section, any payment of the Severance Payment shall commence on the six-month anniversary of Employee's separation from service with the Company, or on the date of Employee's death if Employee should die prior to such six-month anniversary (such payment date being referred to herein as the “Initial Payment Date”), with the first payment to be equal to the sum of those payments that would have been made prior to the Initial Payment Date but for the Company shall pay delay, and the Executive an amount equal remainder to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given be paid in equal monthly installments until over the earlier remainder of the Severance Period; provided further, that to the extent permitted under Section 409A of the Code without the imposition of additional tax to Employee under that Section, the Severance Payment shall be paid (i) in an immediate lump-sum in the payment event the Employee's separation from service occurs on or after a Change of the sixth (6th) monthly installment; Control or (ii) in an immediate lump sum at the date time of a Change of Control (less amounts previously paid to Employee) in the Executive's acceptance event the separation from service occurs within six months prior to a Change of employment from a subsequent employerControl. The Executive shall notify the Company immediately upon his acceptance Payment of any such new employment if secured prior Severance Payment will be subject to the payment by the Company of such six (6) additional monthly installmentsnormal withholding.

Severance Payment. (i) The Company shall pay to the Executive in as severance pay a lump sum (the “Severance Payment”), in cash or certified check within fifteen (15) days after cash, in full as soon as practicable but in no event later than the fifth day following the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash an amount equal to six (6x) months of the Executive's Base Salary at the rate ’s highest annual base salary in effect as during the 12-month period immediately preceding the Date of Termination, and (y) the date when Executive’s incentive compensation bonus that would otherwise be payable to the Notice Executive under the Company’s Bonus Plan then in effect for the year in which the Date of Termination was given;occurred assuming one hundred percent (l00%) satisfaction of all performance goals established under such Bonus Plan for the Executive, multiplied by 2.00. (Cii) subject to In the terms of event that the Incentive Plan and further provided Company asserts that the Executive has been employed terminated for “Cause” as provided in Section 3(d), the Executive may within 30 days after a Notice of Termination is given to the Executive by the Company notify the Company in writing disputes the basis for the first six termination. After such notice has been timely given by the Executive, if either (6x) months of the Executive prevails in his assertion or (y) the Company changes its position and voluntarily pays the Severance Payment to the Executive, then applicable fiscal year, a cash in either case 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 portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began daily basis for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has period (not accepted employment from a subsequent employer prior to the date which is seven (7exceed 12 months) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date until the Company actually pays the Severance Payment to the Executive. (iii) The foregoing payments shall pay be in addition to any payments or other compensation that would otherwise be payable to the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as under any other then existing Severance Plan of the date when the Notice Company. All payments hereunder shall be made net of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; withholdings required by applicable federal, state or (ii) the date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installmentslocal laws.

Severance Payment. (i) The Company shall pay to the Executive in as severance pay a lump sum (the “Severance Payment”), in cash or certified check within fifteen (15) days after cash, in full as soon as practicable but in no event later than the fifth day following the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash an amount equal to six (6x) months of the Executive's Base Salary at the rate ’s highest annual base salary in effect as during the 12-month period immediately preceding the Date of Termination, and (y) the date when Executive’s incentive compensation bonus that would otherwise be payable to the Notice Executive under the Company’s Bonus Plan then in effect for the year in which the Date of Termination was given;occurred assuming one hundred percent (l00%) satisfaction of all performance goals established under such Bonus Plan for the Executive, multiplied by 2.00. (Cii) subject to In the terms of event that the Incentive Plan and further provided Company asserts that the Executive has been employed terminated for Disability pursuant to Section 3(b) or for Cause pursuant to Section 3(d), the Executive may, within 30 days after Notice of Termination is given to the Executive, notify the Company in writing that he disputes the basis for the termination. After such notice has been timely given by the Executive, if either (x) the Executive prevails in his position or (y) the Company for changes its position and voluntarily pays the first six (6) months of Severance Payment to the Executive, then applicable fiscal year, a cash in either case 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 portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began daily basis for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has period (not accepted employment from a subsequent employer prior to the date which is seven (7exceed 12 months) months from the Date of Termination (until the "Supplemental Payment Date"), commencing date on the Supplemental Payment Date which the Company actually pays the Severance Payment to the Executive. (iii) The foregoing payments shall pay be in addition to any payments or other compensation that would otherwise be payable to the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as under any other then existing Severance Plan of the date when the Notice Company. All payments hereunder shall be made net of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; withholdings required by applicable federal, state or (ii) the date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installmentslocal laws.

Severance Payment. The Company shall continue to pay to Executive on a monthly basis for the Executive in a lump sum in cash or certified check within fifteen (15) days after two year period commencing on the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash an amount equal to six (6) months one-twelfth of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer immediately prior to the date which is seven (7) months from the Date of Termination (not taking into account any reduction in Base Salary that would constitute Good Reason), plus an amount equal to one-twelfth of the Executive's Average Bonus (the "Supplemental Payment DateContinuation Payment"), commencing such amount to be paid on the Supplemental Payment first day -------------------- of each month following the Date of Termination. If the Date of Termination is not the last day of the month, the Company shall pay to Executive within two business days after the Date of Termination a pro rata amount of the Continuation Payment for the remaining portion of the month in which the Date of Termination occurs. In lieu of making Continuation Payments to Executive an amount for periods subsequent to the Date of Termination, Company may elect to pay to Executive a lump sum severance payment, in cash, without discount, equal to fifty percent two times the sum of (50%A) of his monthly Executive's annual Base Salary at the rate in effect as immediately prior to the Date of Termination (not taking into account any reduction in Base Salary that would constitute Good Reason) and (B) Executive's Average Bonus. For purposes of this Agreement, (a) Executive's "Average Bonus" means the average of Executive's annual ------------- bonuses paid prior to the Effective Date and/or hereunder for the two fiscal years during which Executive has been employed by Company immediately preceding the fiscal year in which the Date of Termination occurs, and (b) the portion of the date when then applicable Base Salary to be used to determine the Notice payments due to Executive upon the termination of Termination was given in equal monthly installments until the earlier of (i) the payment his employment hereunder shall be that percentage of the sixth (6thstated Base Salary paid by Company pursuant to the proviso in the second sentence of Section 5(a) monthly installment; or (ii) hereof for the twelve full months preceding the date of the Executive's acceptance notice of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installments.termination;

Severance Payment. (i) The Company shall pay to the Executive in as severance pay a lump sum (the “Severance Payment”), in cash or certified check within fifteen (15) days after cash, in full as soon as practicable but in no event later than the fifth day following the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash an amount equal to six (6x) months of the Executive's Base Salary at the rate ’s highest annual base salary in effect as during the 12-month period immediately preceding the Date of Termination, and (y) the date when Executive’s incentive compensation bonus that would otherwise be payable to the Notice Executive under the Company’s Bonus Plan then in effect for the year in which the Date of Termination was given;occurred assuming one hundred percent (l00%) satisfaction of all performance goals established under such Bonus Plan for the Executive, multiplied by 1.00 (2.00 in certain cases). (Cii) subject to In the terms of event that the Incentive Plan and further provided Company asserts that the Executive has been employed terminated for Disability pursuant to Section 3(b) or for Cause pursuant to Section 3(d), the Executive may, within 30 days after Notice of Termination is given to the Executive, notify the Company in writing that he disputes the basis for the termination. After such notice has been timely given by the Executive, if either (x) the Executive prevails in his position or (y) the Company for changes its position and voluntarily pays the first six (6) months of Severance Payment to the Executive, then applicable fiscal year, a cash 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 portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began daily basis for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has period (not accepted employment from a subsequent employer prior to the date which is seven (7exceed 6 months) months from the Date of Termination (until the "Supplemental Payment Date"), commencing date on the Supplemental Payment Date which the Company actually pays the Severance Payment to the Executive. (iii) The foregoing payments shall pay be in addition to any payments or other compensation that would otherwise be payable to the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as under any other then existing Severance Plan of the date when the Notice Company. All payments hereunder shall be made net of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; withholdings required by applicable federal, state or (ii) the date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installmentslocal laws.

Severance Payment. The Company shall pay Subject to the Executive signing and not revoking a Separation and General Release Agreement substantially in a lump sum the form attached to this Agreement as Exhibit A, the Executive shall be entitled to receive the following amount as severance pay (referred to in cash or certified check within fifteen this Section 6(c)(iii) as the “Severance Payment”): (15A) days after an amount equal to one (1) times the Executive’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 a severance payment and continuing for twelve (12) consecutive months, plus (B) an amount equal to the sum of Bonus the following amounts (other than amounts payable from Executive would have earned for the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, fiscal year in which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six (6) months of the Executive's Base Salary at the rate in effect as of the date when the Notice Date of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that occurs had the Executive has been remained employed by the Company for Corporation through the first six (6) months payment date of the then applicable fiscal year, a cash amount equal to a portion of the Incentive any such Bonus, the product of multiplied by a fraction, the numerator of which is the number of days elapsed since the date Executive was employed by the Incentive Plan began for Corporation during the applicable fiscal year through in which the date Date of such Termination or termination without Cause, occurs and the denominator of which is the total number of days 365. The portion of the Severance Payment payable under Section 6(c)(iii)(B) will be paid at the same time as bonuses are paid to other then-current senior executive officers of the Corporation under the then-applicable Short Term Plan for the fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date in which is seven (7) months from the Date of Termination occurs. The portion of the Severance Payment payable under Section 6(c)(iii)(A) will be paid as follows: any Severance Payment installments payable under Section 6(c)(iii)(A) that otherwise would be paid during the first sixty (60) days after the "Supplemental Payment Date"), commencing Date of Termination will be delayed and included in the first installment paid to the Executive on the Supplemental Payment first payroll date that is more than sixty (60) days after the Date the Company shall pay of Termination, provided that if the Executive an amount equal to fifty percent is considered a “specified employee” (50%as defined in Treasury Regulation Section 1.409A-1(i)) of his monthly Base Salary at the rate in effect as of the Date of Termination, then no payments of deferred compensation payable due to Executive’s separation from service for purposes of Section 409A of the Code shall be made under this Agreement until the Corporation’s first regular payroll date when that is after the Notice first day of the seventh (7th) month following the Date of Termination was given in equal monthly installments until and included with the earlier installment payable on such payroll date, if any, without adjustment for interest or earnings during the period of (i) the payment of the sixth (6th) monthly installment; or (ii) the date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installmentsdelay.

Severance Payment. The (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 shall, during the Severance Period, pay to the Executive an amount (the “Severance Payment”) calculated as described below: (A) 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), in a lump sum each case other than during the Change in cash or certified check within fifteen (15) days after Control Period, then the Date of Termination a severance payment Severance Payment shall be an amount equal to the sum of (1) the following amounts Annual Base Execution Copy Salary for the year in which the Date of Termination occurs, and (other than amounts payable from 2) the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, Annual Bonus paid to the Executive in respect of the calendar year immediately preceding the year in which amounts shall be paid in accordance with the terms Date of such plans): (A) all Accrued Obligations;Termination occurs. (B) a cash 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), in each case during the Change in Control Period, then the Severance Payment shall be an amount equal to six one and one-half (61 ½) months times the sum of (1) the Annual Base Salary for the year in which the Date of Termination occurs, and (2) the Annual Bonus paid to the Executive in respect of the Executive's Base Salary at calendar year immediately preceding the rate year in effect as of which the date when the Notice Date of Termination was given;occurs. (C) subject If the Executive’s employment shall be terminated due to the terms non-extension of the Incentive Plan and further provided that the Executive has been employed Initial Term or any Extension Term by the Company for pursuant to Section 4(a)(vii) or by the first six (6) months of Executive pursuant to Section 4(a)(viii), but only if the Company exercises its Noncompete Option in connection with such termination, then applicable fiscal year, a cash the Severance Payment shall be an amount equal to a portion (1) the sum of (x) the Annual Base Salary for the year in which the Date of Termination occurs, and (y) the Annual Bonus paid to the Executive in respect of the Incentive Bonuscalendar year immediately preceding the year in which the Date of Termination occurs, the product of multiplied by (2) a fraction, the numerator of which is equal to the number of days elapsed since from the date the Incentive Plan began for the applicable fiscal year Date of Termination through the expiration date of such Termination or termination without Causethe Restricted Period (as elected by the Company 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 total number of days Executive might otherwise be entitled. Notwithstanding anything herein to the contrary, (A) no portion of the applicable fiscal year for such Incentive Plan. In additionSeverance Payment shall be paid unless, if the Executive has not accepted employment from a subsequent employer 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 is seven 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 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 thirtieth (730th) months from day following the Date of Termination (such payroll date, the "Supplemental “First Payment Date"”) shall instead be paid on the First Payment Date. For purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; or (ii) the date of the Executive's acceptance ’s right to receive the Severance Payment in the form of employment from installment payments (the “Installment Payments”) shall be treated as a subsequent employer. The Executive right to receive a series of separate payments and, accordingly, each Installment Payment shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installmentsat all times be considered a separate and distinct payment.

Severance Payment. The Company shall pay to the Executive in a lump sum in cash or certified check within fifteen (15) days after the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six (6) months of the Executive's ’s Base Salary at the rate in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven (7) months from the Date of Termination (the "“Supplemental Payment Date"”), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; or (ii) the date of the Executive's ’s acceptance of employment from a subsequent employer. As a condition of receiving any payment from the Company pursuant to this paragraph, the Executive agrees to diligently and in good faith pursue other employment opportunities after the Date of Termination and if requested by the Company, document such employment pursuits in writing to the Company. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installments.

Severance Payment. (i) The Company shall pay to the Executive in as severance pay a lump sum (the “Severance Payment”), in cash or certified check within fifteen (15) days after cash, in full as soon as practicable but in no event later than the fifth day following the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash an amount equal to six (6x) months of the Executive's Base Salary at the rate ’s highest annual base salary in effect as during the 12-month period immediately preceding the Date of Termination, and (y) the date when Executive’s incentive compensation bonus that would otherwise be payable to the Notice Executive under the Company’s Bonus Plan then in effect for the year in which the Date of Termination was given;occurred assuming one hundred percent (l00%) satisfaction of all performance goals established under such Bonus Plan for the Executive, multiplied by 1.00. (Cii) subject to In the terms of event that the Incentive Plan and further provided Company asserts that the Executive has been employed terminated for “Cause” as provided in Section 3(d), the Executive may within 30 days after a Notice of Termination is given to the Executive by the Company notify the Company in writing disputes the basis for the first six termination. After such notice has been timely given by the Executive, if either (6x) months of the Executive prevails in his assertion or (y) the Company changes its position and voluntarily pays the Severance Payment to the Executive, then applicable fiscal year, a cash 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 portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began daily basis for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has period (not accepted employment from a subsequent employer prior to the date which is seven (7exceed 12 months) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date until the Company actually pays the Severance Payment to the Executive. (iii) The foregoing payments shall pay be in addition to any payments or other compensation that would otherwise be payable to the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as under any other then existing Severance Plan of the date when the Notice Company. All payments hereunder shall be made net of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; withholdings required by applicable federal, state or (ii) the date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installmentslocal laws.

Severance Payment. The (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 Severance Period, pay to Executive in equal installments, an amount equal to 12 months of Executive’s Annual Base Salary in effect at the Date of Termination, ignoring any 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 in cash or certified check within fifteen no later than one hundred twenty (15120) days after 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) if the Date of Termination a severance payment equal to occurs in fiscal year 2019 or later, the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, nonPerformance-qualified retirement plans Based Options that are outstanding and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six (6) months of the Executive's Base Salary at the rate in effect unvested as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer immediately prior to the date Date of Termination, if any, shall accelerate vesting and exercisability based on the extent to which is seven (7) months from the free cash flow margin and revenue goals specified in Exhibit B are achieved for the fiscal year in which the Date of Termination occurs, pro rated based on the period of time Executive was employed during such fiscal year prior to the Date of Termination (the "Supplemental Payment Date")“Performance Acceleration”) and (D) for a period of 12 months following the Date of Termination, commencing on the Supplemental Payment Date the Company shall continue to provide, at the Company’s expense, or pay the cost of Medical and Health benefits to Executive an amount equal and/or Executive’s family. If Executive becomes reemployed with another employer during such period and is eligible to fifty percent (50%) of 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 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 monthly Base Salary at family, for as long as such COBRA coverage is available under the rate in effect as of law, but not to exceed the date when Severance Period. The Performance-Based Options shall remain outstanding after the Notice Date of Termination was given as necessary to give effect to the potential vesting acceleration described in equal monthly installments (C) above and, to the extent that any such vesting acceleration occurs, Performance-Based Options shall remain exercisable until at least the earlier of (i1) the payment date three (3) months from the date of Performance Acceleration and (2) the sixth date on which the Performance-Based Options would have expired by their original terms (6th) monthly installment; or 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 might otherwise be entitled. Notwithstanding anything herein to the date contrary, (A) no portion of the Executive's acceptance of employment from a subsequent employer. The Executive Severance Payment shall notify the Company immediately upon his acceptance of any such new employment if secured be paid unless, on or prior to the payment 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 C (the “Release”), which Release shall not have been revoked by Executive prior to the Company expiration of the period (if any) during which any portion of such six Release is revocable under applicable law, and (6B) additional monthly installmentsas 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 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 (such payroll date, the “First Payment Date”) shall instead be paid on the First Payment Date. In no event shall any Severance Payment be made prior to the 30th day following the Date of Termination. For purposes of Section 409A (including, without limitation, for purposes of Section 1.409A-2(b)(2)(iii) of the Department of Treasury Regulations), Executive’s right to receive the Severance Payment in the form of installment payments (the “Installment Payments”) shall be treated as a right to receive a series of separate payments and, accordingly, each Installment Payment shall at all times be considered a separate and distinct payment.

Severance Payment. The Company shall pay to the Executive in a lump sum in cash or certified check within fifteen (15) days after the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six three (63) months of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; ; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven four (74) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his her monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth third (6th3rd) monthly installment; installment or (ii) the date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his her acceptance of any such new employment if secured prior to the payment by the Company of such six three (63) additional monthly installments.

Severance Payment. The Company If, during the effective period of this Agreement, Corporation shall terminate Executive’s employment (including by sending a notice of non-renewal pursuant to Section 2 hereof) other than for Cause, Executive shall terminate his employment (including by sending a notice of non-renewal pursuant to Section 2 hereof) for Good Reason, or Executive’s employment terminates due to Executive’s death, Corporation shall pay to the Executive in a lump sum in cash or certified check within fifteen (15) 30 days after the Date date of Termination a severance payment equal to termination the aggregate of the following amounts: (a) the sum of (i) Executive’s Annual Base Salary through the following amounts date of termination to the extent not theretofore paid, (other than amounts payable from ii) the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms product of such plans): (A) all Accrued Obligations; the higher of (1) Executive’s highest bonus under Corporation’s bonus plan, or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to a Change of Control (annualized in the event that Executive was not employed by Corporation for the whole of such fiscal year) and (2) the bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which Executive was employed for less than twelve full months), for the most recently completed fiscal year during the employment period, if any (such higher amount being referred to as the “Highest Annual Bonus”) and (B) a cash amount equal to six (6) months of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since of the date the Incentive Plan began for the applicable current fiscal year through the date of such Termination or termination without Causetermination, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition365, if the and (iii) any compensation previously deferred by Executive has not accepted employment from a subsequent employer prior (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the date which is seven extent not theretofore paid, and (7b) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier product of (i) the payment of the sixth (6th) monthly installment; or three and (ii) the date sum of (A) Executive’s Annual Base Salary and (B) the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installmentsHighest Annual Bonus.

Severance Payment. The Company shall pay to the Executive in a lump sum in cash or certified check within fifteen (15) days after the Date of Termination a severance payment equal to the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six (6) months of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven (7) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment of the sixth (6th) monthly installment; or (ii) the date of the Executive's acceptance of employment from a subsequent employer. The Executive shall notify the Company immediately upon his her acceptance of any such new employment if secured prior to the payment by the Company of such six (6) additional monthly installments.

Severance Payment. The (a) If at any time during the 6 month period prior to a Change in Control, 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 shall terminate his employment for Good Reason, then the Company shall be obligated to pay to the Executive in a lump sum in cash or certified check within fifteen on the next business day following the Change in Control an amount (15subject to all withholding and applicable deductions) days after the Date of Termination a severance payment equal to [_____] times the sum of the following amounts (other than amounts payable from the Incentive Plan or Qualified Plans, non-qualified retirement plans and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans): (A) all Accrued Obligations; (B) a cash amount equal to six (6) months of the Executive's Base Salary at the rate in effect as of the date when the Notice of Termination was given; (C) subject to the terms of the Incentive Plan and further provided that the Executive has been employed by the Company for the first six (6) months of the then applicable fiscal year, a cash amount equal to a portion of the Incentive Bonus, the product of a fraction, the numerator of which is the number of days elapsed since the date the Incentive Plan began for the applicable fiscal year through the date of such Termination or termination without Cause, and the denominator of which is the total number of days of the applicable fiscal year for such Incentive Plan. In addition, if the Executive has not accepted employment from a subsequent employer prior to the date which is seven (7) months from the Date of Termination (the "Supplemental Payment Date"), commencing on the Supplemental Payment Date the Company shall pay the Executive an amount equal to fifty percent (50%) of his monthly Base Salary at the rate in effect as of the date when the Notice of Termination was given in equal monthly installments until the earlier of (i) the payment highest of (A) the sixth Executive’s then current base salary on an annualized basis as in effect immediately prior to the Change in Control or (6thB) monthly installment; 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 (ii) the actual bonus paid to the Executive by the Company or any of its subsidiaries for the most recent fiscal year ended prior to the occurrence of the Change in Control (the “Severance Payment”); 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. (b) If a Change in Control shall occur while the Executive is 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 (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 shall terminate his employment for Good Reason, the Severance Payment (calculated as described in subsection (a) above) shall be due and payable by the Company as of the effective date of the termination of the Executive's acceptance of ’s employment from a subsequent employer. The Executive shall notify with the Company immediately upon his acceptance and shall be subject to being delayed and/or reduced in accordance with either Section 7 or Section 8 below. (d) Notwithstanding any other term or provision of any such new employment if secured prior this Agreement to the payment contrary, no Severance Payment shall become due and payable by the Company to the Executive under the terms of such six (6) additional monthly installmentsthis Agreement if at the effective time of any Change in Control the Company is then in default of any of its payment obligations under the terms of its Principal Obligations or if any dissolution, assignment for the benefit of creditors or reorganization under any chapter of Title 11 of the United States Code shall have caused a Change in Control of the Company.