Common use of Severance Payments and Benefits Clause in Contracts

Severance Payments and Benefits. (a) On the later of the Revocation ------------------------------- Date (as defined in Section 8(b)), or January 3, 2002, the Company shall pay to the Executive a lump sum in cash of the amounts forth on Exhibit A hereto. (b) Until the second anniversary of the Resignation Date, the Company shall continue to provide the Executive and his eligible dependents with medical insurance benefits (but not life or disability insurance) on the same terms and conditions as employees of the Company, as in effect from time to time, as if he had remained employed during that period, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate to the extent the Executive becomes eligible for the same type of benefits (i.e., ---- medical, dental and/or health insurance benefits) from another employer. The period for the required continuation coverage under Section 601 et seq. of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), shall be considered to begin on the Resignation Date, and the Company may provide the continued health insurance benefits in this Section 2(b) by paying the employee's portion of the Executive's COBRA premiums. (c) Within ninety days after the Revocation Date the Company shall pay to the Executive a lump sum in cash as determined in accordance with the Company's Deferred Compensation Plan of which the most current balance is set forth on Exhibit A hereto, which, together with any amounts contributed to the Plan from the date of the balance to the Executive's resignation, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Date. In addition, the Executive shall be entitled to receive his vested benefits under the Company 401(k) Plan, in accordance with the terms thereof. (d) For 2001 bonus year, the Company will pay the Executive an annual bonus at the time at which annual bonuses are paid to the corporate officers of the Company, and the Executive will have the same bonus percentage as such other corporate officers, other than Messrs. Gobe and Xxxxx. (e) The Company shall reimburse the Executive for any unreimbursed business expenses incurred by the Executive on or prior to the Resignation Date pursuant to the Company's reimbursement policies, within thirty days following the Executive's presentation of an invoice to the Company; provided, that the Company shall not reimburse the Executive for any expenses for which the invoice is received by the Company after February 28, 2002.

Severance Payments and Benefits. In consideration of and in exchange for Executive’s execution, delivery and non-revocation of this Agreement, including the below release and waiver of all claims against the Company Group and the Releasees (as defined below) and Executive’s compliance with all other terms and conditions of this Agreement and in full satisfaction of the Company’s obligations under the Employment Agreement, Executive will be entitled to the following payments and benefits: (a) On beginning on the later next regular pay date following the eighth (8th) day after Executive’s execution, delivery and non-revocation of this Agreement to the Company (Attn: Vice President, Human Resources), the Company will pay to Executive, in regular bi-weekly installments, Executive’s base salary ($362,250.00 as of the Revocation ------------------------------- Employment Termination Date), until the end of the twenty-one (21) month period commencing on the Employment Termination Date (as defined in Section 8(b)the “Separation Payments”), or January 3for a total sum of six hundred thirty three thousand nine hundred thirty seven dollars and fifty cents ($633,937.50). To the extent that any payment is delayed to provide Executive at least twenty-one (21) days for consideration of this Agreement and seven (7) days to revoke this Agreement as described below, 2002the first such payment, if any, shall include payment retroactive to the Employment Termination Date; (b) The Company will permit Executive (and his eligible dependents) to participate in, and the Company will pay the employer’s share of the premium amount for Executive’s existing coverage under, the Company’s group health plan in effect on the Employment Termination Date until two hundred seventy (270) days after the Employment Termination Date and, during this period, the Company shall pay deduct the appropriate employee contribution to the premium amount from the Separation Payments; provided that, if Executive a lump sum in cash commences employment with another employer and is eligible to receive health benefits under another employer plan, the Company’s obligation to permit Executive to participate in, and to pay the employer’s share of the amounts forth on Exhibit A hereto. (b) Until the second anniversary of the Resignation DateExecutive’s group health benefit premiums under, the Company Company’s group health plan shall continue to provide the thereupon terminate. Executive and and/or his eligible dependents may elect to receive COBRA continuation coverage from the Company (which election forms shall be provided to Executive by the Company prior to the end of such 270 day period) at his/their own expense in accordance with medical insurance benefits (but not life or disability insurance) on COBRA and at the same terms and conditions as employees of the Company, as COBRA premiums in effect from at that time for up to time, as if he had remained employed during that period, subject to his payment 18 months following the expiration or earlier termination of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate 270 day period (to the extent the Executive becomes he and/or his eligible dependents are eligible for the same type of benefits (i.e., ---- medical, dental and/or health insurance benefits) from another employer. The period for the required continuation coverage under Section 601 et seq. of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefitssuch coverage), shall be considered to begin on the Resignation Date, and the Company may provide the continued health insurance benefits in this Section 2(b) by paying the employee's portion of the Executive's COBRA premiums. (c) Within ninety days after Executive will retain use of the Revocation Date vehicle currently provided to him by the Company shall pay to until the current lease end date of November 21, 2011. Executive a lump sum in cash as determined in accordance understands that he will be responsible for all gas, tolls, maintenance expenses and all other expenses associated with the Company's Deferred Compensation Plan use of this vehicle, except the lease and insurance premium costs which the most current balance is set forth on Exhibit A hereto, which, together with any amounts contributed to the Plan from the date of the balance to the Executive's resignation, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under will be paid by the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Date. In addition, the Executive shall be entitled to receive his vested benefits under the Company 401(k) Plan, in accordance with the terms thereof.; (d) For 2001 bonus yearThe vested status and, where applicable, the Company will pay post-termination exercise period applicable to, Executive’s outstanding stock options, restricted stock and restricted stock unit awards (the Executive an annual bonus at “Equity Awards”), are set forth in Annex A hereto (provided that, for the time at avoidance of doubt, in no event shall the exercise period of any stock options be extended to a date later than the earlier of (i) the latest date upon which annual bonuses are paid to the corporate officers stock options could have expired by its original terms under any circumstances or (ii) the tenth anniversary of the Companyoriginal date of grant of the stock options). The Equity Awards shall be governed by the terms and conditions of the applicable equity plan, award agreements and other instruments under which such awards were granted. It is hereby acknowledged and agreed that the stock option award granted to Executive will have on September 9, 2004 terminated and ceased to be outstanding on the same bonus percentage as such other corporate officers, other than Messrs. Gobe and XxxxxEmployment Termination Date. (e) The Company In the event Executive passes away before all the Separation Payments and employer healthcare premium payments are made pursuant to paragraphs 2(a) and 2(b), respectively, any remaining payments shall reimburse be made to his estate or, in the Executive for case of the employer healthcare premium payments, on behalf of his eligible dependents provided however, that in the event there is any unreimbursed business expenses incurred by halt in the Executive on bi-weekly payments due to probate or prior or other reason related to Executive’s death, the first such payment to the Resignation Date pursuant estate will include payment retroactive to the Company's reimbursement policies, within thirty days following date the Executive's presentation of an invoice to the Company; provided, that the Company shall not reimburse the Executive for any expenses for which the invoice is received by the Company after February 28, 2002bi-weekly payments were halted.

Severance Payments and Benefits. (a) On If (i) Executive remains continuously employed by the later Company through the Transition Term, (ii) the Company terminates Executive’s employment prior to the last day of the Revocation ------------------------------- Date Transition Term without Cause, or (iii) Executive’s employment with the Company terminates prior to the last day of the Transition Term due to Executive’s resignation for Good Reason (as defined in Section 8(b)the Offer Letter), and subject to (x) Executive’s continued compliance with the Restrictive Covenant Agreements and (y) Executive executing the Release within five (5) days following the Termination Date and such Release becoming effective upon the Subsequent Release Effective Date, as a material inducement for Executive to enter into this Agreement, Executive shall be entitled to receive the following payments and benefits: (i) An amount in cash equal to 75% of the Current Salary, payable in the form of salary continuation over the 9-month period following the Termination Date in accordance with the Company’s normal payroll practices; provided that such installments will commence on the first payroll date following the Subsequent Release Effective Date will include all amounts accrued up to such date; (ii) Accelerated vesting of 50% of any unvested time-based restricted stock units in the Company held by Executive as of the Termination Date; and (iii) if Executive timely elects continued medical, dental and/or vision coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay the employer’s portion of the premium for such coverage for Executive and Executive’s covered dependents through the earlier of the date that is 9 months following the Termination Date and the date Executive and Executive’s covered dependents, if any, become eligible for health insurance coverage from a new employer (and Executive agrees to promptly notify the Company of such eligibility). Notwithstanding the foregoing, if at any time the Company determines that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or January 3incurring an excise tax, 2002the Company may alter the manner in which medical, dental and/or vision insurance coverage is provided to Executive after the Termination Date to the extent it does not increase the after-tax cost or materially diminish the level of such coverage for Executive. (b) Upon Executive’s termination of employment for any reason, the Company shall pay to Executive (i) Executive’s earned but unpaid base salary through the Executive a lump sum in cash of the Termination Date and (ii) any other amounts forth on Exhibit A hereto. (b) Until the second anniversary of the Resignation Dateor benefits, the Company shall continue to provide the Executive and his eligible dependents with medical insurance benefits (but not life or disability insurance) on the same terms and conditions as employees of if any, under the Company’s employee benefit plans, as in effect from time programs or arrangements to time, as if he had remained employed during that period, subject which Executive may be entitled pursuant to his payment the terms of such employee contributionsplans, copayments and similar charges as apply to employees generally; providedprograms or arrangements or applicable law, that such continued benefits shall terminate to the extent the Executive becomes eligible for the same type of benefits (i.e., ---- medical, dental and/or health insurance benefits) from another employer. The period for the required continuation coverage under Section 601 et seq. of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), shall be considered to begin on the Resignation Date, and the Company may provide the continued health insurance benefits in this Section 2(b) by paying the employee's portion of the Executive's COBRA premiums. (c) Within ninety days after the Revocation Date the Company shall pay to the Executive a lump sum in cash as determined payable in accordance with the Company's Deferred Compensation Plan terms of which the most current balance is such plans, programs or arrangements or as otherwise required by applicable law. Except as expressly set forth herein, all other rights and benefits of Executive will terminate on Exhibit A hereto, which, together with any amounts contributed to the Plan from the date of the balance to the Executive's resignation, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Termination Date. In addition, the benefits provided in Section 3(a) are intended to be paid in satisfaction of any severance payments or benefits Executive shall may otherwise be entitled to receive his vested benefits under the Company 401(k) PlanOffer Letter or any other plan, in accordance program, policy or agreement with the terms thereof. Company or any of its affiliates (d) For 2001 bonus yearcollectively, the Company will pay the “Other Arrangements”). Therefore, Executive an annual bonus at the time at which annual bonuses are paid shall not be entitled to the corporate officers of the Company, and the Executive will have the same bonus percentage as such other corporate officers, other than Messrs. Gobe and Xxxxx. (e) The Company shall reimburse the Executive for receive any unreimbursed business expenses incurred by the Executive on additional severance payments or prior to the Resignation Date severance benefits pursuant to the Company's reimbursement policies, within thirty days following the Executive's presentation of an invoice to the Company; provided, that the Company shall not reimburse the Executive for any expenses for which the invoice is received by the Company after February 28, 2002Other Arrangements.

Severance Payments and Benefits. (aProvided that you reasonably meet your obligations under Section 1(c) On hereof and the later of the Revocation ------------------------------- Date Employee Agreement (as defined in Section 8(b7 hereof) to the reasonable satisfaction of the Company and otherwise meet the conditions set forth herein, including your obligation to sign an effective release of claims in the form attached hereto and marked Attachment B (the “Release”)), or January 3, 2002, the Company shall will provide you the following severance payments and benefits: (a) The Company will pay you severance payments at the annual base rate set forth in Section 1(a) from the day immediately following the Separation Date until the earlier of the expiration of 45 weeks or the date you commence new employment in a comparable position with equivalent compensation; provided, however, that if you obtain such other employment prior to receiving 32 weeks of severance payments, the Company will nonetheless continue severance payments hereunder until you have received a total of 32 weeks of such payments. (The period of weeks of severance pay to which you are entitled hereunder is referred to hereinafter as the Executive a lump sum in cash “Severance Period.”) Severance payments will be made at the Company’s regular paydays, beginning on the Company’s next regular payday which is at least fifteen (15) business days following the later of the amounts forth on Exhibit A heretoeffective date of the Release or the date it is received by the Company, but the first payment will be retroactive to the day immediately following the Separation Date. (bi) Until Following the second anniversary Separation Date, you and your eligible dependents may continue participation in the Company’s group health and dental plans under the federal law known as COBRA in compliance with COBRA regulations. If you elect to do so, then, from the day immediately following the Separation Date until the sooner of the Resignation Datelast day of the Severance Period or the date you become eligible for coverage under the group health and dental plans of another employer, the Company shall continue will contribute to provide the Executive and his eligible dependents with medical insurance benefits (but not life or disability insurance) on premium cost of that participation at the same terms rate that it is contributing to the premium cost of active full-time employees (that is, 80% of the premium cost), provided that you pay the remainder of the premium cost by authorized deduction from your severance payments and conditions provided further that you notify the Company promptly when you become eligible for coverage from other employment. After the Company’s obligation hereunder to contribute to the premium cost of your coverage under its group health and dental (ii) Alternatively, if you do not elect continuing health and/or dental coverage under COBRA as employees of the Separation Date, or if you elect not to continue such coverage, then, in lieu of the contributions to premium costs that the Company would otherwise be obligated to make under Section 3(c)(i), the Company will pay you seventy-five percent (75%) of such contributions, from the later of the Separation Date or the date on which you elect to discontinue COBRA coverage through the last day of the Severance Period, such payment to be made in a single lump sum payable within fifteen (15) business days following the Company’s receipt of your written notification that you have opted not to elect continuing coverage or to discontinue such coverage or, if later, your notice of whether you are electing cash or stock options pursuant to the following sentence. You may elect to take any payment due you under the preceding sentence in cash or in a grant of options for shares of the Company’s common stock of equivalent cash value, as in effect from time to time, as if he had remained employed during that period, subject to his payment with the price of such employee contributions, copayments and similar charges as apply shares being discounted by 70% of fair market value (“Discounted Stock Options”). All Discounted Stock Options granted to employees generally; provided, that such continued benefits shall terminate to the extent the Executive becomes eligible for the same type of benefits (i.e., ---- medical, dental and/or health insurance benefits) from another employer. The period for the required continuation coverage you under Section 601 et seq. of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), this Agreement shall be considered to begin fully exercisable on the Resignation Date, and the Company may provide the continued health insurance benefits in this Section 2(b) by paying the employee's portion date of the Executive's COBRA premiumsgrant. (c) Within ninety days after The Company will pay you a bonus for 2004 of not less than Thirty Thousand Dollars ($30,000) and not more than thirty percent (30%) of your base salary, as set forth in Section l(a) hereof, with the Revocation Date amount of any bonus in excess of the minimum being determined by the Company shall pay to based on its reasonable assessment of your achievement of the Executive a lump sum in cash as determined in accordance with the Company's Deferred Compensation Plan of which the most current balance is transition goals set forth on Exhibit A hereto, which, together with any amounts contributed to the Plan from the date Attachment A. Your bonus for 2004 will be paid within fifteen (15) business days of the balance to the Executive's resignation, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Separation Date. In addition, the Executive shall be entitled You may elect to receive his vested benefits under the Company 401(k) Plan, bonus in accordance with the terms thereof. (d) For 2001 bonus year, the Company will pay the Executive an annual bonus at the time at which annual bonuses are paid to the corporate officers cash or a grant of the Company, and the Executive will have the same bonus percentage as such other corporate officers, other than Messrs. Gobe and XxxxxDiscounted Stock Options. (e) The To assist you in your search for other employment, the Company shall reimburse will provide you an additional lump sum payment in the Executive for any unreimbursed amount of $8,500, payable within fifteen (15) business expenses incurred by the Executive on or prior to the Resignation Date pursuant to the Company's reimbursement policies, within thirty days following the Executive's presentation later of an invoice to the Company; provided, that effective date of the Company shall not reimburse Release or the Executive for any expenses for which the invoice date it is received by the Company. (f) Any stock options granted to you by the Company after February 28which are not exercisable on the Separation Date and not then exercised, 2002expired or cancelled, shall continue to vest through the last day of the Severance Period, including the accelerated vesting process specified in the letter agreement between you and the Company concerning your employment amended and restated as of March 31, 2003 (the “Employment Agreement”). You may exercise any vested stock options, provided that you do so within ninety (90) days following the last day of the Severance Period. Any stock options not exercised prior to the end of that ninety (90) day period shall be cancelled. Your elections under this Section 3(f), including without limitation your decision to delay the exercise of options vested on the Separation Date to a date more than three months from the Separation Date, may have tax consequences and the Company recommends that you consult your tax advisor. (g) As a condition of your eligibility to receive the severance payments and other severance benefits set forth in this Section 3, you must sign and return the Release no earlier than the day immediately following the Separation Date and no later than 21 days thereafter, and having signed and returned the Release, you must not revoke it in a timely manner thereafter. The Release creates legally binding obligations and the Company advises you to consult an attorney before signing it.

Severance Payments and Benefits. (a) On In consideration for the later of Executive’s past employment with the Revocation ------------------------------- Date (as defined Company and entering into this Agreement, specifically including the restrictive covenants contained in Section 8(b)), V of this Agreement and the Executive’s execution on or January 3, 2002, following the Company shall pay Effective Date of a release of claims in the form attached to the Executive a lump sum in cash of the amounts forth on this Agreement as Exhibit A hereto. (b) Until the second anniversary of the Resignation Date, the Company shall continue to provide the Executive and his eligible dependents with medical insurance benefits (but not life or disability insurance) on the same terms and conditions as employees of the Company, as in effect from time to time, as if he had remained employed during that period, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate to the extent the Executive becomes eligible for the same type of benefits (i.e., ---- medical, dental and/or health insurance benefits) from another employer. The period for the required continuation coverage under Section 601 et seq. of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits“Release”), shall be considered to begin on the Resignation Date, and the Company may provide the continued health insurance benefits in this Section 2(b) by paying the employee's portion of the Executive's COBRA premiums. (c) Within ninety days after the Revocation Date the Company shall pay to the Executive a lump sum in cash as determined in accordance with the Company's Deferred Compensation Plan of which the most current balance is set forth on Exhibit A hereto, which, together with any amounts contributed to the Plan from the date of the balance to the Executive's resignation, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Date. In addition, the Executive shall be entitled to receive his vested the payments and benefits under pursuant to the Company 401(kFoamex X.X. Xxxxxxxxx Pay Policy. The following payments and benefits are to be made pursuant to the Severance Pay Policy and are subject to the Executive’s executing the Release and not revoking the Release before expiration of the seven-day revocation period described therein. A. a cash amount equal to $265,000, payable in twenty-six (26) Plan, equal installments following the Effective Date (the “Severance Period”) in accordance with the terms thereof. Company’s regular payroll practices in effect as of the date of this Agreement (dthe “Severance Payment”), with the first installment payable on the first regularly scheduled payroll date occurring after the expiration of the seven-day revocation period described in the Release (which amount, together with Company medical and dental benefits described in this Paragraph III A below) For 2001 bonus yearshall be deemed in full satisfaction of the Company’s obligations under the Foamex X.X. Xxxxxxxxx Pay Policy.continued participation, through the Severance Period, for the Executive and his eligible dependents in the Company’s medical and dental plans in which the Executive participated immediately prior to the Effective Date on a basis no less favorable to the Executive than the basis generally provided to other similarly-situated senior executives of the Company. The Executive agrees to provide appropriate documentation for any expenses incurred with respect to the Executive’s continued participation in the Company’s medical and dental plans described in the preceding sentence, and the Company agrees to reimburse such expenses no later than the last day of the taxable year following the taxable year during which such expenses were incurred. As soon as reasonably practicable following the Effective Date, or such earlier date as may be required by applicable state statute or regulation, the Company will shall pay the Executive an (i) any annual bonus at the time at which annual bonuses are base salary or other compensation earned but not paid to the corporate officers of the Company, and the Executive will have the same bonus percentage as such other corporate officers, other than Messrs. Gobe and Xxxxx. (e) The Company shall reimburse the Executive for any unreimbursed business expenses incurred by the Executive on or prior to the Resignation Date Effective Date, (ii) any payments, benefits or entitlements that are vested, fully and unconditionally earned or due pursuant to any Company plan, policy, program or arrangement or other agreement, (iii) payment for $6,624.95 representing unused vacation days for fiscal year 2008, with such payment being made on the Company's reimbursement policies, within thirty days first regularly scheduled payroll date occurring following the Executive's presentation Effective Date and (iv) any business expenses that remain unreimbursed as of an invoice the Effective Date. The amounts described in clauses (i) through (iv) of the preceding sentence are referred to herein as the Company; provided“Accrued/Other Obligations”. All payments due under Section IIIC(ii) shall be paid in accordance with the applicable plan, that the Company shall not reimburse the Executive for any expenses for which the invoice is received by the Company after February 28policy, 2002program or other agreement.

Severance Payments and Benefits. (a) On The Company shall, on the later Effective Date, execute a release attached hereto as Exhibit A (the "Release"). The Executive shall, on the Effective Date, execute the Release, and shall be entitled to receive the payments and benefits provided for in this Section 3, but only if he executes and does not revoke the Release, and if he complies with his obligations under the provisions of the Revocation ------------------------------- Date (as defined Employment Agreement that continue in effect pursuant to Section 8(b)), or January 4 below. Notwithstanding anything to the contrary in this Section 3, 2002no payment shall be made pursuant to this Section 3 prior to the first date that such payment would not subject the Executive to the 20% additional tax imposed by Section 409A of the Internal Revenue Code of 1986, as amended. (b) Subject to Section 3(a) above, the Company shall pay the Executive his base salary for a period of one year commencing on the Effective Date, in the manner, and subject to the Executive a lump sum reductions, set forth in cash Section 10(d)(ii)(B) of the amounts forth on Exhibit A heretoEmployment Agreement. (bc) Until Subject to Section 3(a) above, the second anniversary Executive shall also be eligible for his annual bonus for the fiscal year beginning January 29, 2004 (such bonus, the "2004 Annual Bonus"), computed and payable in accordance with its terms as in effect as of the Resignation Effective Date, as set forth in and subject to Exhibit B hereto, based on actual performance for the entire fiscal year. The 2004 Annual Bonus (if any) shall be paid at the same time as bonuses for 2004 are generally paid under the applicable bonus plan. (d) Subject to Section 3(a) above, the Company shall continue pay the Executive, in lieu of any outstanding Long Term Incentive Awards to provide the Executive, $750,000 in a cash lump sum, on the date when the Release is first irrevocable by its terms. (e) The Executive holds restricted shares of Holding Corp. that were granted to him pursuant to a Restricted Stock Agreement between the Executive and his eligible dependents the Company, effective as of September 3, 2003 (the "Restricted Stock Agreement") (such shares, the "Restricted Stock"). The Restricted Stock has previously vested and become free of transfer restrictions with medical insurance respect to 5,703 shares. Subject to Section 3(a) above, as of the Effective Date, the Restricted Stock shall vest and become free of transfer restrictions with respect to an additional 5,703 shares. The remainder of the Restricted Stock shall be forfeited as of the Effective Date. (f) Subject to Section 3(a) above, from the Effective Date through the first anniversary thereof, the Executive shall be provided with continued welfare benefits (but not life or disability insurance) the equivalent thereof, subject to reduction and otherwise on the same terms and conditions as employees set forth in Section 10(d)(ii)(F) of the Company, as in effect from time to time, as if he had remained employed during that period, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate to the extent the Executive becomes eligible for the same type of benefits (i.e., ---- medical, dental and/or health insurance benefits) from another employerEmployment Agreement. The period during which the Executive is eligible for the required health continuation coverage under the requirements of Section 601 et seq. of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), COBRA coverage") shall be considered to begin on the Resignation day after the Effective Date, and the Company may provide the continued health insurance benefits in this Section 2(b) by paying the employee's portion of the Executive's COBRA premiums. (cg) Within ninety days after the Revocation Date the Company shall pay Subject to the Executive a lump sum in cash as determined in accordance with the Company's Deferred Compensation Plan of which the most current balance is set forth on Exhibit A hereto, which, together with any amounts contributed to the Plan from the date of the balance to the Executive's resignation, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amountSection 3(a) the amount to which the Executive is entitled under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Date. In additionabove, the Executive shall be entitled to receive his vested provided with other or additional benefits under the Company 401(k) Plan, in accordance with the terms thereof. (d) For 2001 bonus year, applicable plans and programs of the Company will pay the Executive an annual bonus at the time at which annual bonuses are paid to the corporate officers of the Company, and the Executive will have the same bonus percentage as such other corporate officers, other than Messrs. Gobe and Xxxxxor its affiliates. (e) The Company shall reimburse the Executive for any unreimbursed business expenses incurred by the Executive on or prior to the Resignation Date pursuant to the Company's reimbursement policies, within thirty days following the Executive's presentation of an invoice to the Company; provided, that the Company shall not reimburse the Executive for any expenses for which the invoice is received by the Company after February 28, 2002.

Severance Payments and Benefits. Subject to the Executive’s execution and non-revocation of the release of claims against the Company attached hereto as Exhibit A (the “Release”) within 60 days following the Resignation Date and the Executive’s continued compliance with the Restrictive Covenants in accordance with Section 10(j) of the Employment Agreement, the Company shall make the following payments or provide the following benefits, in the manner and time frames described below: (a) On $2,800,000 payable in equal installments over the later one-year period following the Resignation Date (the “Payment Period”) in accordance with the Company’s regular payroll schedule as of the Revocation ------------------------------- Date Resignation Date, but in all events no less frequently than monthly with all payments paid to the Executive by the first anniversary of the Resignation Date. Notwithstanding the foregoing, payments to the Executive under this Section 3(a) shall commence on the 65th day following the Resignation Date; (b) full payment of the Retention Payment (as defined in Section 8(b)4(b)(iii) of the Employment Agreement), or January 3to the extent unpaid as of the Resignation Date, 2002, in accordance with the Company shall pay Employment Agreement and an amount equal to the bonus that would have been paid to the Executive a lump sum in cash with respect to the Company’s 2010 fiscal year had the Executive remained employed through the date on which bonuses are paid to senior executives of the amounts forth Company generally based upon the achievement of the applicable performance goals (and determined based on Exhibit A hereto.the exercise of negative discretion no less favorable to the Executive than that exercised with respect to active senior executives of the Company generally), which bonus shall be paid no later than March 15, 2011; (bc) Until a pro-rata bonus for fiscal year 201l equal to (x) the second anniversary Target Bonus Amount times (y) a fraction, the numerator of which is the number of days the Executive was employed from January 1, 2011 through the Resignation Date, and the denominator of which is 365, payable no later than March 15, 2012; (d) to the extent unvested as of the Resignation Date, the Company Executive’s Initial LTIP Award shall continue fully vest and become non-forfeitable upon the Resignation Date and shall be delivered on the earlier of (i) immediately prior to provide a Change of Control or (ii) September 8, 2012 and the Executive and his eligible dependents with medical insurance benefits (but not life or disability insuranceshall remain entitled to dividends on such award as provided in Section 4(d)(i) on the same terms and conditions as employees of the CompanyEmployment Agreement. In addition, as in effect from time to time, as if he had remained employed during that period, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate to the extent unvested, the 2009 LTIP Award shall fully vest and become non-forfeitable upon the Resignation Date and be delivered in cash to the Executive becomes eligible for on the same type earlier of benefits (i.e.i) a Change of Control, ---- medical, dental and/or health insurance benefits) from another employer. The period for if such Change of Control constitutes a “change in control event” within the required continuation coverage under meaning of Section 601 et seq. 409A of the ------ Employee Retirement Income Security Act of 1974Code or (ii) June 4, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), shall be considered to begin on the Resignation Date, and the Company may provide the continued health insurance benefits in this Section 2(b) by paying the employee's portion of the Executive's COBRA premiums.2012; (c) Within ninety days after during the Revocation Date the Company shall pay to the Executive a lump sum in cash as determined in accordance with the Company's Deferred Compensation Plan of which the most current balance is set forth on Exhibit A hereto, which, together with any amounts contributed to the Plan from the date of the balance to the Executive's resignation, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Date. In additionPayment Period, the Executive shall be entitled to receive his vested benefits under the Company 401(k) Plan, Welfare Benefits in accordance with Section 10(e) of the terms thereof.Employment Agreement and, as of the Resignation Date, the Executive shall not otherwise be entitled to continue to participate in any savings, retirement, welfare or other employee benefit or compensation plan, program or arrangement of the Company except as otherwise provided to members of the Board while the Executive is a member; (d) For 2001 bonus year, the Company will pay the Executive an annual bonus at the time at which annual bonuses are shall be paid $75,000 to the corporate officers of the Companycover his relocation benefits, and the Executive will have payable on the same bonus percentage date as such other corporate officers, other than Messrs. Gobe and Xxxxx.the Executive’s first payment under Section 3(a) of this Agreement; (e) The Company shall reimburse the Executive for any unreimbursed business expenses incurred shall continue to be entitled to use the Company’s corporate membership in the club previously designated by the Executive on Executive, as provided by Section 5(b) of the Employment Agreement, until the earlier of (i) such time as the Company, in its sole discretion, cancels or prior divests itself of such club membership and (ii) the end of the Payment Period; and (f) all other benefits due to the Resignation Date pursuant Executive under Section 10(i) of the Employment Agreement shall be paid or provided consistent with the terms set forth in such section. Any payments under this Section 3 to the Company's reimbursement policies, within thirty days following the Executive's presentation Executive shall not be taken into account for purposes of an invoice to any retirement plan (including any supplemental retirement plan or arrangement) or other benefit plan sponsored by the Company; provided, that the Company shall not reimburse the Executive for any expenses for which the invoice is received except as otherwise expressly required by the Company after February 28, 2002such plans or applicable law.

Severance Payments and Benefits. As consideration for the promises and covenants of Executive set forth in this Agreement, the Company agrees to provide him with the severance payments and benefits as set forth in his Employment Letter with the Company dated July 2, 2008, as amended December 29, 2008 (the “Employment Letter”). Such payments and benefits shall be made following the Effective Date of this Agreement, as follows: (a) On the later of the Revocation ------------------------------- Date (as defined in Section 8(b)), or January 3, 2002, the The Company shall will pay to the Executive in a lump sum twenty-four (24) months of base pay at the annual rate of $425,000, for a total payment of $850,000 (the “Severance Payment”), less all applicable taxes and other authorized deductions. The Severance Payment shall be paid in cash of the amounts forth a lump sum on Exhibit A heretoJuly 15, 2010. (b) Until Provided that the second anniversary of the Resignation DateExecutive elects to receive continued health insurance benefits pursuant to COBRA, the Company shall continue to provide pay to the Executive its portion of the health insurance benefits provided to the Executive immediately prior to his resignation for himself and his eligible dependents with medical insurance benefits dependents, from the Resignation Date through the earlier of (but not life i) June 15, 2011, or disability insurance(ii) on the same terms and conditions as employees of the Company, as in effect from time to time, as if he had remained employed during that period, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate to the extent the date Executive becomes eligible for the same type of benefits (i.e., ---- medical, dental and/or health insurance benefits) coverage from another employersource, whichever occurs earlier. The period for the required continuation coverage under Section 601 et seq. of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), shall be considered Executive agrees to begin on the Resignation Date, and promptly inform the Company may provide the continued in writing if he becomes eligible for health insurance benefits in this Section 2(b) by paying the employee's portion of the Executive's COBRA premiums. (c) Within ninety days after the Revocation Date the Company shall pay coverage from another source prior to the Executive a lump sum in cash as determined in accordance with the Company's Deferred Compensation Plan of which the most current balance is set forth on Exhibit A heretoJune 15, which, together with any amounts contributed to the Plan from the date of the balance to the Executive's resignation, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Date2011. In addition, the Executive shall be entitled able to receive utilize the approximately $2,500 in Flex Plan contributions that he has made prior to his resignation, consistent with the provisions thereof. (c) The Company shall accelerate the vesting of all equity awards granted to Executive such that Executive will be treated as vested benefits under in the Company 401(knumber of options or other equity incentive shares equal to the total number that would have vested in accordance with their terms in the twelve (12) Planmonth period following the Resignation Date had the Executive continued employment through such period. The number of options or other equity incentive shares in which the Executive shall be vested, after giving effect to the preceding sentence, as of the Resignation Date is reflected in Exhibit A hereto. The Executive shall have until September 13, 2010 in which to exercise vested incentive stock options and until June 15, 2011 in which to exercise vested non-qualified stock options. Except as expressly provided herein, all options or other equity incentive shares shall be treated in accordance with the terms thereofapplicable Plan, Notice of Grant and applicable option or other equity incentive share Agreement. (d) For 2001 bonus year, Executive acknowledges that the Company will pay the Executive an annual bonus at the time at which annual bonuses are paid not have responsibility to the corporate officers of the Company, and the Executive will have the same bonus percentage as such other corporate officers, other than Messrs. Gobe and Xxxxx. (e) The Company shall reimburse the Executive for any unreimbursed business relocation and related expenses incurred by not previously submitted to the Company and paid to the Executive on or prior to the date hereof, except for $1,780 of storage expenses related to Executive’s original relocation, providing Executive submits an associated documented expense report prior to the Resignation Date pursuant to the Company's reimbursement policies, within thirty days following the Executive's presentation of an invoice to the Company; provided, that the Company shall not reimburse the Executive for any expenses for which the invoice is received by the Company after February 28, 2002Date.

Severance Payments and Benefits. (a) On The Company shall continue to pay to the later Employee his salary, at the rate in effect as of the Termination Date, for a period of thirteen (13) months commencing on the date that next follows the expiration of the Revocation ------------------------------- Date Period (as defined below) (the "Severance Period") in Section 8(baccordance with the payroll practices of the Company then in effect (the "Severance Payments")), or January 3, 2002. From the gross amount of the Severance Payments, the Company shall pay to the Executive a lump sum in cash of the amounts forth on Exhibit A heretowill determine and withhold payroll deductions for taxes (federal, FICA, Medicare, state, local and unemployment compensation). (b) Until Commencing on the second anniversary date that next follows the expiration of the Resignation DateRevocation Period the Employee shall be entitled to continue participation in the Company's employee benefit plans and programs at the Company's cost, at the Company level the Employee participated in the plans and programs as of the Termination Date for a period that shall continue to provide the Executive and his eligible dependents with medical insurance benefits (but not life or disability insurance) end on the same terms and conditions as employees earlier of the Company, as in effect from time to time, as if he had remained employed during that period, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate to the extent the Executive becomes eligible for the same type of benefits (i.e., ---- medical, dental and/or health insurance benefits) from another employer. The period for the required continuation coverage under Section 601 et seq. last day of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), shall be considered to begin on the Resignation Date, Severance Period and the Company may provide day that the continued health insurance Employee is entitled to comparable employee benefits in this Section 2(b) by paying the employee's portion aggregate under plans or programs of the Executive's COBRA premiumsa subsequent employer. (c) Within ninety days after The Employee shall have the Revocation Date right to exercise until April 2, 2011 the option that the Company shall pay granted to the Executive a lump sum in cash as determined in accordance Employee pursuant to the Incentive Stock Option Agreement dated April 2, 2001 (the "Option") with the Company's Deferred Compensation Plan of respect to 142,910 shares, which the most current balance parties hereto acknowledge is set forth on Exhibit A hereto, which, together with any amounts contributed the number of shares that will have vested and be exercisable as of thirty (30) days following the Termination Date (termination of service date for purposes of the Option). The parties hereto acknowledge and agree that the remaining shares subject to the Plan from the date of the balance to the Executive's resignation, represents (solely for explanation and Option that are not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established vested as of the Resignation Date. In addition, the Executive Termination Date shall be entitled to receive his vested benefits under the Company 401(k) Plan, in accordance with the terms thereofforfeited as of such date. (d) For 2001 bonus year, The first Severance Payment shall include an amount representing paid time off that would have accrued during the Company will pay thirty (30)-day period following the Executive an annual bonus at the Termination Date (amount equal to 13 hours of paid time at which annual bonuses are paid to the corporate officers of the Company, and the Executive will have the same bonus percentage as such other corporate officers, other than Messrs. Gobe and Xxxxxoff). (e) The Company shall reimburse the Executive for any unreimbursed business expenses incurred by the Executive on or prior to the Resignation Date pursuant to Employee acknowledges and agrees that the Company's reimbursement policiesobligations under Section 3 arise under this Agreement, within thirty days following are in consideration for the ExecutiveEmployee's presentation signing of an invoice this Agreement, and constitute consideration to the Company; provided, that the Company shall not reimburse the Executive for any expenses for which the invoice Employee is received by the Company after February 28, 2002not otherwise entitled.

Severance Payments and Benefits. (a) On Subject to the later provisions of paragraph 9 below, in lieu of the Revocation ------------------------------- Date amount otherwise payable under paragraph 5(a), (b) and (c) above: (1) if the Executive is employed by both Companies and the Company which experienced a Change of Control Terminates the Executive, such Company shall pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of: (i) The sum of: (A) the Executive’s base salary from the applicable Company through and including the date of Termination and any bonus amounts from the applicable Company which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus for the fiscal year in which the date of Termination occurs in an amount equal to (1) 50% of the Executive’s Multiple Employer Bonus Amount (as defined in Section 8(b)below), or January 3, 2002multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay from the applicable Company through and including the date of Termination; and (D) unreimbursed business expenses from the applicable Company through and including the date of Termination; (ii) An amount equal to 50% of the product of the Applicable Multiple (as defined below) and the Executive’s combined annual salary from both Companies in effect immediately prior to the date of Termination; and (iii) An amount equal to 50% of the product of the Applicable Multiple and the Executive’s Multiple Employer Bonus Amount; OR (2) If this Agreement has been terminated with respect to one Company but not the other Company (whether pursuant to paragraph 2(b), Executive’s retirement from one Company or otherwise) and a Change in Control of and related Termination from the Company that continues to be a party to this Agreement subsequently occurs, such Company shall pay the Executive a lump-sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of: (i) The sum of: (A) the Executive’s base salary from the applicable Company through and including the date of Termination and any bonus amounts from the applicable Company which have become payable, to the extent either has not theretofore been paid; (B) a pro rata portion of the Executive’s annual bonus from the applicable Company for the fiscal year in which the date of Termination occurs in an amount equal to: (1) the Executive’s Single Employer Bonus Amount (as defined below), multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the date of Termination occurs through and including the date of Termination, and the denominator of which is three hundred sixty-five (365); (C) accrued and unpaid vacation pay from the applicable Company through and including the date of Termination; and (D) unreimbursed business expenses from the applicable Company through and including the date of Termination; (ii) An amount equal to the product of the Applicable Multiple and the Executive’s annual salary from the applicable Company in effect immediately prior to the date of Termination; and (iii) An amount equal to the product of the Applicable Multiple and the Executive’s Single Employer Bonus Amount. Notwithstanding the provisions of this paragraph 7(a), with respect to any amounts which constitute a deferral of compensation subject to Section 409A of the Code and provided the Executive is a “Specified Employee” (as defined under Section 409A of the Code), such amounts shall be paid to the Executive on the date which is six (6) months after his or her date of Separation from Service. (1) Subject to the provisions of paragraph 9 below, in the event of a lump sum Termination from CoreLogic, in cash addition to its obligation under paragraph 7(a) and in lieu of the amounts forth on Exhibit A hereto. (botherwise payable under paragraph 5(d) Until the second anniversary of the Resignation Dateabove, the Company CoreLogic shall continue to provide the Executive and his eligible dependents (and, if applicable, the Executive’s dependents), for a twenty-four (24) month period following the date of Termination, with medical insurance the same level of benefits (but not life or disability insurancedescribed in paragraph 5(d) on of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as employees existed immediately prior to the date of Termination (or, if more favorable to the CompanyExecutive, as in effect from time such benefits and terms and conditions existed immediately prior to timethe Change of Control), as if he had remained employed during that periodafter taking into account the benefits provided by FAF, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that if the Executive cannot continue to participate in the CoreLogic plans providing such benefits, CoreLogic shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall terminate be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent the Executive becomes eligible for the same type of benefits (i.e., ---- medical, dental and/or health insurance benefits) from another employer. The period for the required continuation coverage under Section 601 et seq. of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), shall be considered to begin on the Resignation Date, and the Company may provide the continued health insurance benefits in this Section 2(b) by paying the employee's portion of the Executive's COBRA premiums. (c) Within ninety days after the Revocation Date the Company shall pay to the Executive a lump sum in cash as determined in accordance with the Company's Deferred Compensation Plan of which the most current balance is set forth on Exhibit A hereto, which, together with any amounts contributed to the Plan from the date of the balance to the Executive's resignation, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Date. In addition, the Executive shall be entitled to receive his vested benefits under the Company 401(k) Plan, in accordance with the terms thereof. (d) For 2001 bonus year, the Company will pay the Executive an annual bonus at the time at which annual bonuses are paid to the corporate officers of the Company, and the Executive will have the same bonus percentage as such other corporate officers, other than Messrs. Gobe and Xxxxx. (e) The Company shall reimburse that CoreLogic reimburses the Executive for any unreimbursed business expenses incurred increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder. (2) Subject to the provisions of paragraph 9 below, in the event of a Termination from FAF, in addition to its obligation under paragraph 7(a) and in lieu of the amounts otherwise payable under paragraph 5(d) above, FAF shall continue to provide the Executive (and, if applicable, the Executive’s dependents), for a twenty-four (24) month period following the date of Termination, with the same level of benefits described in paragraph 5(d) of this Agreement upon substantially the same terms and conditions (including contributions required by the Executive on or for such benefits) as existed immediately prior to the Resignation Date pursuant date of Termination (or, if more favorable to the Company's reimbursement policiesExecutive, within thirty days following the Executive's presentation of an invoice as such benefits and terms and conditions existed immediately prior to the Company; Change of Control), after taking into account the benefits provided by CoreLogic, provided, that if the Company Executive cannot continue to participate in the FAF plans providing such benefits, FAF shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted, and further provided the amount of expenses eligible for reimbursement during the Executive’s taxable year shall not reimburse affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding the foregoing provisions of this paragraph, in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described in this Agreement shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that FAF reimburses the Executive for any expenses for which increased cost and provides any additional benefits necessary to give the invoice is received by Executive the Company after February 28, 2002benefits provided hereunder.

Severance Payments and Benefits. a. Employer agrees to pay Employee severance in the amount of $700,000.00 (a“Severance”), payable in 25 installments of $26,923.00 each with the final (26th) On installment of $26,925.00. The Severance installments shall be paid every two weeks beginning on Employer’s first regular pay date after the later Effective Date. b. If Employee accepts or has accepted a position, engagement or other relationship with a third party pursuant to which Employee receives or will receive compensation, then Employee shall promptly disclose in writing to Employer via xxxxxxxxxxx@xxxx.xxx such fact and the nature and extent of such compensation. Employer's obligation to pay or to continue paying the Severance hereunder shall cease upon the start of Employee in a position, engagement or other relationship with expected gross compensation during the first 12 months of at least $560,000, measured as base salary plus any guaranteed and/or sign-on cash bonus (even if the bonus is not immediately payable). c. If Employer’s obligation to pay or to continue paying the Severance ceases pursuant to Section 5(b), any partially accrued and unpaid Severance shall be prorated based on the date Employer's obligation ceases and paid to Employee on Employer's next regular pay date. d. If Employee breaches any provision of this Agreement or if the Employer discovers facts or information, not known to Employer before the Effective Date, that evidence or substantiate a violation of Employer's Code of Ethics and Business Conduct by Employee in the course and scope of his employment, Employer’s obligation to pay or continue paying the Severance ceases, and Employee agrees to repay Employer 100% of the Revocation ------------------------------- Date Severance already paid (as defined in Section 8(b))the “Clawback Amount”) within ten (10) days of the Employer’s written request of repayment. THE PARTIES AGREE THAT THE PRECISE AMOUNT OF DAMAGES FLOWING FROM ANY VIOLATION OF THE AGREEMENT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO CALCULATE OR PROVE, AND THAT THE CLAWBACK AMOUNT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY THE COMPANY IN THE EVENT OF A BREACH OF THE AGREEMENT. THE REMEDIES SET FORTH IN THIS SECTION 5(d) ARE NOT EXCLUSIVE AND SHALL BE IN ADDITION TO ANY OTHER LEGAL OR EQUITABLE REMEDY THAT MAY BE AVAILABLE. x. Xxxxxxxxx shall be subject to any applicable federal, state or January 3local income and employment tax withholding, 2002, reporting or other requirements. Employee acknowledges and understands that the Company shall pay amounts paid to Employee or on Employee’s behalf will be reported to the Executive a lump sum in cash of the amounts forth on Exhibit A hereto. (b) Until the second anniversary of the Resignation Date, the Company shall continue to provide the Executive and his eligible dependents with medical insurance benefits (but not life or disability insurance) on the same terms and conditions as employees of the Company, as in effect from time to time, as if he had remained employed during that period, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate to the extent the Executive becomes eligible for the same type of benefits (i.e., ---- medical, dental and/or health insurance benefits) from another employer. The period for the required continuation coverage under Section 601 et seq. of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the United States Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), shall be considered to begin on the Resignation Date, Service and the Company may provide the continued health insurance benefits in this Section 2(b) by paying the employee's portion of the Executive's COBRA premiums. (c) Within ninety days after the Revocation Date the Company shall pay to the Executive a lump sum in cash as determined other appropriate taxing agencies in accordance with all federal, state and local tax reporting requirements. Employee further agrees that Employee shall be responsible for Employee’s tax liabilities associated with such payments and that Employee shall indemnify and hold harmless the Company's Deferred Compensation Plan of which the most current balance is set forth on Exhibit A hereto, which, together Releasees with respect to any amounts contributed tax liability or penalty relating to the Plan from payments or the date of the balance to the Executive's resignation, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Date. In addition, the Executive shall be entitled to receive his vested benefits under the Company 401(k) Plan, in accordance with the terms thereofmatters encompassed herein. (d) For 2001 bonus year, the Company will f. Employer shall pay the Executive an annual bonus at cost of outplacement services from Xxx Xxxxx Xxxxxxxx for Employee for a period of twelve (12) months from and after the time at which annual bonuses are paid Effective Date or until re-employed, whichever is earlier, up to the corporate officers a maximum aggregate cost of the Company, and the Executive will have the same bonus percentage as $8,000. Employer shall pay any such other corporate officers, other than Messrs. Gobe and Xxxxxcosts directly to Xxx Xxxxx Xxxxxxxx upon receipt of invoices therefrom. (e) The Company shall reimburse the Executive for any unreimbursed business expenses incurred by the Executive on or prior to the Resignation Date pursuant to the Company's reimbursement policies, within thirty days following the Executive's presentation of an invoice to the Company; provided, that the Company shall not reimburse the Executive for any expenses for which the invoice is received by the Company after February 28, 2002.

Severance Payments and Benefits. (a) On the later Within seven days of the ------------------------------- Revocation ------------------------------- Date Date, (as defined in Section 8(b)), or January 3, 2002, the Company shall pay to the Executive a lump sum in cash of the amounts set forth on Exhibit A hereto. (b) Until the second anniversary of For twelve months following the Resignation Date, the Company shall continue to provide the Executive and his eligible dependents with medical insurance benefits (but not life or disability insurance) on the same terms and conditions as employees of the Company, as in effect from time to time, as if he had remained employed during that period, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate to the extent the Executive becomes eligible for the same type of benefits (i.e., ---- medical, ---- dental and/or health insurance benefits) from another employer. The period for the required continuation coverage under Section 601 et seq. of the Employee ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), shall be considered to begin on the Resignation Date, and the Company may provide the continued health insurance benefits in this Section 2(b) by paying the employee's portion of the Executive's COBRA premiums. (c) Within ninety days after the Revocation Date the Company shall pay to the Executive a lump sum in cash as determined in accordance with the Company's Deferred Compensation Plan of which the most current balance is set forth on Exhibit A hereto, which, together with any amounts contributed to the Plan from the date of the balance to the Executive's resignation, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Date. In addition, the Executive shall be entitled to receive his vested benefits under the Company 401(k) Plan, in accordance with the terms thereof. (d) For 2001 bonus year, the Company will pay the Executive an annual bonus at the time at which annual bonuses are paid to the corporate officers of the Company, and the Executive will have the same bonus percentage as such other corporate officers, other than Messrs. Gobe and Xxxxx. (e) The Company shall reimburse the Executive for any unreimbursed business expenses incurred by the Executive on or prior to the Resignation Date pursuant to the Company's reimbursement policies, within thirty days following the Executive's presentation of an invoice to the Company; provided, that the Company shall not reimburse the Executive for any expenses for which the invoice is received by the Company after February 28April 30, 2002.

Severance Payments and Benefits. (a) On The Company shall continue to pay to the later Employee his salary, at the rate in effect as of the Termination Date, for a period of seven (7) months commencing on the date that next follows the expiration of the Revocation ------------------------------- Date Period (as defined below) (the "Severance Period") in Section 8(baccordance with the payroll practices of the Company then in effect (the "Severance Payments")), or January 3, 2002. From the gross amount of the Severance Payments, the Company shall pay to the Executive a lump sum in cash of the amounts forth on Exhibit A heretowill determine and withhold payroll deductions for taxes (federal, FICA, Medicare, state, local and unemployment compensation). (b) Until Commencing on the second anniversary date that next follows the expiration of the Resignation Revocation Period the Employee shall be entitled to continue participation in the Company's employee benefit plans and programs at the Company's cost, to the level the Executive participated in the plans and programs as of the Termination Date, the Company for a period that shall continue to provide the Executive and his eligible dependents with medical insurance benefits (but not life or disability insurance) end on the same terms and conditions as employees earlier of the Company, as in effect from time to time, as if he had remained employed during that period, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate to the extent the Executive becomes eligible for the same type of benefits (i.e., ---- medical, dental and/or health insurance benefits) from another employer. The period for the required continuation coverage under Section 601 et seq. last day of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), shall be considered to begin on the Resignation Date, Severance Period and the Company may provide day that the continued health insurance Employee is entitled to comparable employee benefits in this Section 2(b) by paying the employee's portion aggregate under plans or programs of the Executive's COBRA premiumsa subsequent employer. (c) Within ninety days after During the period commencing on the date that next follows the expiration of the Revocation Date Period and continuing for five days (the Company shall pay to the Executive a lump sum in cash as determined in accordance with the Company's Deferred Compensation Plan of which the most current balance is set forth on Exhibit A hereto, which, together with any amounts contributed to the Plan from the date of the balance to the Executive's resignation, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under the Company's Deferred Compensation Plan, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation "Purchase Expiration Date. In addition"), the Executive Employee shall be entitled to receive his vested benefits under purchase for an amount equal to $1,000 (the "Purchase Price") the Fujitsu laptop computer (LIPD 00076) that the Company 401(k) Plan, issued to him in accordance connection with the terms thereofEmployee's employment with the Company. The Employee hereby acknowledges and agrees that in order to make an effective election to purchase the computer pursuant to this Section 4(c), the Company must receive the Purchase Price on or prior to the Purchase Expiration Date. (d) For 2001 bonus year, The first Severance Payment shall include an amount representing paid time off that would have accrued during the Company will pay thirty (30)-day period following the Executive an annual bonus at the Termination Date (amount equal to 13 hours of paid time at which annual bonuses are paid to the corporate officers of the Company, and the Executive will have the same bonus percentage as such other corporate officers, other than Messrs. Gobe and Xxxxxoff). (e) The Company shall reimburse the Executive for any unreimbursed business expenses incurred by the Executive on or prior to the Resignation Date pursuant to Employee acknowledges and agrees that the Company's reimbursement policiesobligations under Section 4 arise under this Agreement, within thirty days following are in consideration for the ExecutiveEmployee's presentation signing of an invoice this Agreement, and constitute consideration to the Company; provided, that the Company shall not reimburse the Executive for any expenses for which the invoice Employee is received by the Company after February 28, 2002not otherwise entitled.

Severance Payments and Benefits. (a) On March 2, 2000, the later ------------------------------- Company shall pay to the Executive the cash severance payments to which she is entitled under Section 5(d)(i) of the Revocation ------------------------------- Date Employment Agreement, as set forth in a mutually agreed schedule of even date herewith (as defined in Section 8(bthe "Schedule")), or January 3, 2002. In addition, the Company shall pay to the Executive a lump sum Executive, in cash accordance with Section 3(f) of the amounts forth Employment Agreement, the amount of any expenses that she has incurred on Exhibit A heretoor before February 3, 2000 for which she is entitled to be reimbursed pursuant in said Section 3(f). (b) Until the second anniversary of the Resignation Date, the Company shall continue to provide As promptly as practicable after the Executive and his eligible dependents with medical insurance benefits (but not life or disability insurance) on has had the same terms and conditions as employees opportunity to elect her form of the Company, as in effect from time to time, as if he had remained employed during that period, subject to his payment of such employee contributions, copayments and similar charges as apply to employees generally; provided, that such continued benefits shall terminate to the extent the Executive becomes eligible for the same type of benefits (i.e., ---- medical, dental and/or health insurance benefits) from another employer. The period for the required continuation coverage under Section 601 et seq. of the ------ Employee Retirement Income Security Act of 1974, as amended, and Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") (known as "COBRA" benefits), shall be considered to begin on the Resignation Date, and the Company may provide the continued health insurance benefits in this Section 2(b) by paying the employee's portion of the Executive's COBRA premiums. (c) Within ninety days after the Revocation Date the Company shall pay to the Executive a lump sum in cash as determined benefit in accordance with the Company's Deferred Compensation Supplemental Executive Retirement Plan (the "SERP"), the Company shall commence payment to her of her benefit under the SERP, the calculation of which the most current balance is shall be set forth on Exhibit A heretoin the Schedule. (c) Effective March 2, which2000, together the entire balances due from the Executive with any amounts contributed respect to the Plan from Home Mortgage Loan and the date Loan, as those terms are defined in Sections 3(1) and 3(k) of the balance to the Executive's resignationEmployment Agreement, represents (solely for explanation and not in limitation or expansion of the obligation to pay such amount) the amount to which the Executive is entitled under the Company's Deferred Compensation Planrespectively, which payment shall be in satisfaction of any of the Executive's rights under the Company's Deferred Compensation Plan. The value of the non-cash investments shall be established as of the Resignation Dateare forgiven. In addition, on March 2, 2000 the Company shall pay the Executive the additional amount set forth in the Schedule to make her whole for the Federal and California income taxes and Medicare tax payable by her with respect to the income she will recognize as a result of the forgiveness of the Home Mortgage Loan. (d) The Company shall also provide to the Executive the benefits to which she is entitled pursuant to Section 3(j) and clauses (iv), (v) and (vi) of Section 5(d) of the Employment Agreement. The Company shall return to the Executive the painting owned by the Executive that is located in the Executive's office. The Executive shall purchase from the Company certain paintings purchased by the Company in 1999 and currently located in the Executive's residence at the prices paid for such paintings by the Company. For the avoidance of doubt, the Executive acknowledges and agrees that the items referred to in the preceding sentence shall not be subject to clause (iv) of Section 5(d) of the Employment Agreement. (c) The Company shall continue to provide home security services and a driver/personal bodyguard to the Executive, on the same basis as they are currently provided, through August 3, 2000. (i) The Executive shall be entitled to receive his vested benefits under retain the personal computer and fax machine provided by the Company 401(k) Plan, that are currently in accordance with the terms thereof. (d) For 2001 bonus year, the Company will pay the Executive an annual bonus at the time at which annual bonuses are paid to the corporate officers of the Company, and the Executive will have the same bonus percentage as such other corporate officers, other than Messrs. Gobe and Xxxxx. (e) The Company shall reimburse the Executive for any unreimbursed business expenses incurred by the Executive on or prior to the Resignation Date pursuant to the Company's reimbursement policies, within thirty days following the Executive's presentation of an invoice to the Company; provided, that the Company shall not reimburse the Executive for any expenses for which the invoice is received by the Company after February 28, 2002home.