Common use of Severance Payments Clause in Contracts

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of 6.1. If the Executive's employment is terminated following a Change in Control during the term of this AgreementControl, including the Executive's termination of employment for Good Reason, unless such termination is other than (a) by the Company for Cause, or (b) by reason of the Executive's Death death or Disability, or (c) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5. The For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control and during the Term by the Company without Cause or by the Executive with Good Reason, if (i) the Executive's employment is terminated prior by the Company without Cause during a Potential Change in Control Period, or (ii) the Executive terminates employment for Good Reason during a Potential Change in Control Period. Except as described in Section 9.1 or 9.2, the Executive shall not be entitled to benefits pursuant to this Section 6.1 unless a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Controlshall have occurred. (A) 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 (i) Within a lump sum severance payment, in cash, equal to three (3) business days after times the sum of (a) the Base Salary, and (b) the target annual bonus available to the Executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the fiscal year in which the Date of Termination, the Company shall make Termination occurs (without giving effect to any event or circumstance constituting Good Reason) and (ii) a lump sum or monthly, at prorated portion of the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus bonus compensation for the fiscal year in which the Date of Termination occursoccurs (assuming that any applicable performance objectives were achieved at the targeted (100%) level of performance and without giving effect to any event or circumstance constituting Good Reason) calculated by multiplying (A) the targeted amount of such bonus compensation (at 100% performance) by (B) a fraction, the numerator of which is the number of days in the applicable fiscal year through the date of termination and the denominator of which is 365. (iiB) For a twelve the thirty six (1236) month period after immediately following the Date of Termination, the Company shall arrange to provide the Executive with medical and dental Executive's dependents life, disability, accident and health insurance benefits substantially similar to those that provided to the Executive is receiving and Executive's dependents immediately prior to the Notice Date of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced Termination or, if more favorable to the extent comparable benefits are actually received by or made available Executive, those provided to the Executive without cost during the twelve (12) month period following the and Executive's termination dependents immediately prior to the first occurrence of employment (and any such benefits actually received by an event or circumstance constituting Good Reason, at no greater cost to the Executive shall be reported than the cost to the Company by the Executive)Executive immediately prior to such date or occurrence. 5.2 The (C) Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company also shall pay to the Executive all legal fees and expenses incurred by a lump sum amount, in cash, equal to the sum of (i) any unpaid incentive compensation which has been allocated or awarded to the Executive in disputing for a completed fiscal year or other measuring period preceding the non-payment Date of Severance Payments in connection with a termination which entitles Termination under any such plan and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to Severance Payments. Such payments shall be made within five a subsequent date, and (5ii) business days after delivery a pro rata portion to the Date of Termination of the Executive's written request aggregate value of all contingent incentive compensation awards to the Executive for payment accompanied all then uncompleted periods under any such plan (other than any such plan covered by the provisions of Section 6.1(A)(ii) hereof), calculated as to each such award by multiplying the award that the Executive would have earned on the last day of the performance award period, assuming the achievement, at the targeted (100%) level, of the individual and corporate performance goals established with respect to such evidence award, by the fraction obtained by dividing the number of fees full months and expenses incurred as any fractional portion of a month during such performance award period through the Company reasonably may requireDate of Termination by the total number of months contained in such performance award period.

Severance Payments. 5.1 The Company shall pay (a) If a Terminating Event occurs within two (2) years after the date on which a Change in Control has occurred, then the Executive shall be entitled to receive the payments described following: (i) an aggregate amount equal to 1.5 times the Executive's "Highest Annual Compensation" (as defined in paragraph (c) of this Section 5.1 ("Severance Payments") upon 4), such amount to be paid out in equal periodic installments in accordance with the termination of Bank's ordinary payroll practices over the eighteen-month period commencing on the first payroll payment date after the date on which the Executive's employment following a Change with the Bank terminates (the "Date of Termination"); (ii) any base salary, commissions or other compensation accrued or earned, but not yet paid, as of the Date of Termination and any annual or other bonus actually awarded, but not yet paid, as of the Date of Termination, such amounts to be paid on the Date of Termination; (iii) reimbursement for all business expenses for which the Executive would ordinarily be reimbursed by the Employers in Control during the term ordinary course of this Agreementbusiness in accordance with the Employers' policies, including programs, procedures or practices incurred, but not yet paid, as of the Date of Termination, such amount to be paid on the Date of Termination; (iv) payment of the per diem value of any unused vacation days, whether deemed to be accrued or unaccrued, that would be available to the Executive through the end of the calendar year (but not beyond) in which the Date of Termination occurs; (v) continuation of the Employers' employee welfare benefit plans, programs and practices in which the Executive and his spouse and any other eligible dependents participate or are eligible to participate as of the Date of Termination or, if more favorable to the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason as of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) date of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control., at the levels in effect on, and at the same out-of-pocket costs to the Executive as of, the Date of Termination or, if more favorable to the Executive, as of the date of a Change in Control, for the eighteen-month period commencing on the Date of Termination (or, if such continuation is not permitted by applicable law or if the Bank's Board of Directors so determines in its sole discretion, the Bank shall pay to the Executive a cash amount equal to the difference between (A) the aggregate amount that would be required to be paid by the Executive in order for the Executive to obtain a continuation of such benefits and coverages for such eighteen-month period for himself, his spouse and any other eligible dependents under or through one or more plans, programs or other arrangements provided by one or more unaffiliated third parties and (B) the out-of-pocket costs that would be incurred by the Executive in accordance with the terms hereof if such continuation of benefits and coverages were provided under the Employers' employee welfare benefit plans, programs and practices); (ivi) Within three reimbursement for the reasonable fees of a professional out-placement service selected by the Executive within ninety (390) business days after the Date of Termination, such amount to be paid promptly after the Company expense is incurred; and (vii) any other compensation and benefits as may be provided in accordance with the terms of any applicable plans, programs, policies, procedures or practices of the Employers. (b) If a Terminating Event occurs within one (1) year prior to the date on which a Change in Control occurs, then the Executive shall make be entitled to receive, as provided in this paragraph (b), all of the payments and benefits that he would have been entitled to receive under paragraph (a) of this Section 4 if such Terminating Event had occurred within two (2) years after the date on which a lump sum Change in Control has occurred, unless such Terminating Event occurs as a result of a termination for Cause (as such term is defined in paragraph (f) of Section 8 below), in which case no increase or monthly, at adjustments to the Executive's option, cash severance payment amounts paid or benefits provided to the Executive in an connection with such Terminating Event shall be made under this paragraph (b). If required in accordance with the immediately preceding sentence, the amounts paid and benefits provided to the Executive in connection with a Terminating Event that occurs within one (1) year prior to the date on which a Change in Control occurs shall be increased or otherwise adjusted to ensure that the Executive receives the full payments and benefits contemplated by paragraph (a) of this Section 4, as if such Terminating Event had occurred within two (2) years after the date on which a Change in Control has occurred. If the payments and/or benefits to be received by the Executive in connection with a Terminating Event that has occurred within one (1) year prior to the date on which a Change in Control occurs are required to be increased or adjusted under this paragraph (b), then the Executive shall be paid on the first ordinary payroll payment date of the Bank following the occurrence of such Change in Control the cash amount equal to: necessary to ensure that as of such date the Executive shall have received the full amounts of the payments and benefits that the Executive would have received as of such date under paragraph (xa) of this Section 4 if such Terminating Event had occurred within two (2) years after the date on which a Change in Control has occurred (including without limitation the economic equivalent of any noncash benefits that have not been provided to the Executive during the period from the date on which such Terminating Event occurred and the date on which such Change in Control occurred) and from and after such payroll payment date the Executive shall receive the full amounts of the remaining payments and benefits that the Executive is required to receive under paragraph (a) of this Section 4 in accordance with the terms thereof (including without limitation, to the extent that reimbursement for the reasonable fees of a professional out-placement service selected by the Executive has not already then been paid hereunder, such reimbursement with respect to a professional out-placement service selected by the Executive within ninety (90) days after the occurrence of such Change in Control). (c) For purposes of this Section 4, the Executive's annual base salary in effect immediately prior to the occurrence "Highest Annual Compensation" shall mean, as determined as of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the any Date of Termination, the Company shall arrange sum of (i) the highest per annum rate of base salary paid by the Employers to provide the Executive at any time during the three-year period prior to such Date of Termination, (ii) the highest amount of commission or other compensation (which is not otherwise included in the base salary and bonus amounts referred in clauses (i) and (iii) of this paragraph (c)) paid by the Employers to the Executive with medical respect to any of the three most recently completed fiscal years of the Bank prior to such Date of Termination, and dental insurance benefits substantially similar (iii) the highest annual incentive compensation or other bonus amount paid by the Employers to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable (or which would have been paid but for an election by the Executive pursuant to this Section 5.1(iidefer payment to a later period) shall be reduced with respect to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with three most recently completed fiscal years of the Bank prior to such evidence Date of fees and expenses incurred as the Company reasonably may requireTermination.

Severance Payments. 5.1 6.1 The Company shall pay the Executive the payments described in this Section 5.1 6.1 (the "Severance Payments") upon the termination of the Executive's employment following a Change in Control and during the term of this Agreement, including in addition to the Executive's termination of employment for Good Reasonpayments and benefits described in Section 5 hereof, unless such termination is (ai) by the Company for Cause, or (bii) by reason of death or Disability or (iii) by the Executive's Death or DisabilityExecutive without Good Reason. 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 prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in ControlControl 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 of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person. (iA) Within three (3) business days after Provided that the Executive has been in the employ of the Company for at least one year, in lieu of any further salary payments to the Executive for periods subsequent to the Date of TerminationTermination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall make pay to the Executive a lump sum or monthlyseverance payment, at in cash, equal to two (2) times the Executive's option, cash severance payment to the Executive in an amount equal to: sum of (xi) the Executive's annual base salary in effect immediately prior as approved by the Compensation Committee of the Board to be paid to the occurrence Executive (or, if the Executive's annual base salary is not presented for approval at the Compensation Committee level, then as otherwise established by J. ▇▇▇▇ or one of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior its Subsidiaries) with respect to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs, plus (ii) an amount equal to a fraction, the numerator of which is the sum of the amounts paid or payable to the Executive under any Bonus Plan with respect to the two fiscal years immediately prior to the year in which Date of Termination occurs, and the denominator of which is two (2). (B) Notwithstanding any provision of any Bonus Plan, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any incentive compensation which has been allocated or awarded to the Executive for a completed year or other measuring period preceding the Date of Termination under any such Bonus Plan but has not yet been paid (pursuant to Section 5.2 hereof or otherwise), and (ii) a pro rata portion to the Date of Termination of the aggregate value of all contingent incentive compensation awards to the Executive for all uncompleted periods under any such Bonus Plan calculated as to each such award by multiplying such aggregate value, assuming any and all performance goals for the full period with respect to which such awards have been made have been met, by a fraction the numerator of which is the number of days in such period which elapsed to the Date of Termination and the denominator of which is the number of days in such period. (C) For a twelve twenty-four (1224) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical life, disability, accident and dental health insurance benefits substantially similar to those that the standard group life, disability, accident and health insurance benefits which the Executive is receiving immediately prior to the Notice of TerminationTermination (without giving effect to any reduction in such benefits subsequent to a Change in Control which reduction constitutes Good Reason). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6.1(C) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve twenty-four (1224) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 6.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive payments provided for in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments Section 6.1 (other than Section 6.1(C)) hereof shall be made within five not later than the fifth (55th) business days after delivery day following the Date of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may requireTermination.

Severance Payments. 5.1 7.01 The Company shall Company, its successors or assigns, will pay the Executive the payments described in this Section 5.1 as severance pay a lump sum amount equal to six ("Severance Payments"6) upon the termination months of the Executive's ’s monthly Base Salary for full-time employment following a Change in Control during at the term time of this Agreement, including Executive’s termination (the Executive's termination “Severance Payment”) if the employment of employment for Good Reason, unless such termination Executive is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (cause or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Controlby Executive for Good Reason. (ia) Within three If Executive becomes entitled to a Severance Payment under this Agreement, and Executive is eligible to and elects to continue medical coverage as provided by law (3commonly referred to as the COBRA continuation period), then the Company will pay the cost of premiums for COBRA coverage for Executive and his eligible dependents for a period of six months following termination, or if sooner, until Executive is no longer eligible for COBRA coverage. Executive must be eligible for COBRA coverage, elect COBRA during the COBRA election period, and comply with all requirements to obtain such coverage, to be eligible for coverage and for this benefit. (b) business If, on the six (6) month anniversary of the Severance Payment pursuant to Section 7.01, Executive is unemployed and is not rendering services as an independent contractor, Executive shall be entitled to continue to receive monthly payments of Base Salary and COBRA coverage for the period ending on the earlier of (a) the date Executive is reemployed; (b) commences rendering services as an independent contractor; or (c) is covered by another medical plan; provided, however, that such payments shall in no event continue for more than an additional six (6) months. Executive shall report to the Company in writing his reemployment or engagement as a consultant. (c) Nothing in this Subsection 7.01 shall limit the authority of the Committee or Board to terminate Executive’s employment in accordance with Section 6.03. Payment of severance payments pursuant to Section 7.01, less customary withholdings, shall be made in one lump sum within thirty (30) days after of the Date of TerminationExecutive’s termination or resignation. 7.02 In addition to the Severance Payment pursuant to Section 7.01, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the will pay Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated rata portion of Executive's Targeted Annual Bonus for any bonus earned by Executive as of the fiscal year in which the Date date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationtermination, the Company shall arrange as provided by Sections 6.01 and 6.02. The payments to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) Sections 6.01, 6.02 or 7.01 are not intended to be cumulative or duplicative and an amount payable as a payment of Base Salary or pro-rata bonus under any one of such sections shall be reduced to the extent comparable of similar payments made under another of such sections. In addition, the severance payment of Base Salary shall be reduced by the amount of cash severance-type benefits are actually received to which Executive may be entitled pursuant to any other cash severance plan, agreement, policy or program of the Company or any of its subsidiaries; including any payment for post-employment restrictions, provided that if the amount of cash severance benefits payable under such other severance plan, agreement, policy or program is greater than the amount payable pursuant to this Agreement, Executive will be entitled to receive the amounts payable under such other plan, agreement, policy or program which exceeds the Base Salary severance payment. Without limiting other payments which would not constitute “cash severance-type benefits” hereunder, any cash settlement of stock options, accelerated vesting of stock options and retirement, pension and other similar benefits shall not constitute “cash severance-type benefits” for purposes of this Section 7.02. 7.03 Notwithstanding any other provision of this Agreement, the Company and Executive intend that any payments, benefits or other provisions applicable to this Agreement comply with the payout and other limitations and restrictions imposed under Section 409A of the Code (“Section 409A”), as clarified or modified by guidance from the U.S. Department of Treasury or made available the Internal Revenue Service — in each case if and to the extent Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Section 409A. In this connection, the Company and Executive without cost during agree that the twelve (12) month period following payments, benefits and other provisions applicable to this Agreement, and the Executive's terms of any deferral and other rights regarding this Agreement, shall be deemed modified if and to the extent necessary to comply with the payout and other limitations and restrictions imposed under Section 409A, as clarified or supplemented by guidance from the U.S. Department of Treasury or the Internal Revenue Service — in each case if and to the extent Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Section 409A. 7.04 The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes required by applicable law to be withheld by the Company. 7.05 The provisions of this Article 7 will be deemed to survive the termination of employment (and any such benefits actually received by this Agreement for the Executive shall be reported to purposes of satisfying the obligations of the Company by the Executive)and Executive thereunder. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 (a) The Company shall pay the Executive the payments described and benefits set forth in this Section 5.1 ("Severance Payments"6(a) upon the any termination of the Executive's employment following a Change in Control during employment, including, without limitation, the term nonextension of this Agreement, including the Executive's termination of employment for Good Reasonby the Company pursuant to Section 2 hereof, unless such termination is (a) by the Company for Cause, by the Executive without Constructive Termination or (b) by reason the nonextension of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior Executive pursuant to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control.Section 2 hereof: (i) Within three The Company shall pay as severance pay to the Executive (3x) business days for a twelve (12) month period after the Date of Termination the Executive's Base Salary at the highest rate in effect prior to the Date of Termination in equal installments as nearly as practicable on the normal payroll periods for employees of the Company generally, and (y) any performance-based bonus which has been earned by the Executive for a fiscal year preceding the Date of Termination and a pro-rata portion, to the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to of any performance-based bonus that the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus would have earned for the fiscal year in which the Date of Termination occurs, in each case, in accordance with the performance-based bonus plan in effect for such fiscal year and as approved by the Board consistent with the Company's performance during such period, such amounts to be paid when bonuses are generally paid to other senior executive officers of the Company; provided, however, that in the event the Company terminates the Executive's employment without Cause or elects not to extend the Executive's employment pursuant to Section 2 hereof or the Executive resigns after a Constructive Termination during the time period commencing with a written agreement for a Change of Control (which transaction is ultimately consummated) and ending one (1) year thereafter, the Company shall pay the severance payment described in clause (x) above in a lump sum within five (5) days of the Date of Termination unless the Executive provides the Company prior written notice declining such lump sum payment in favor of payment in equal installments as nearly as practicable on the normal payroll periods for employees of the Company generally. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide administer and pay for the Executive with medical Executive's life, disability, accident and dental health insurance benefits substantially similar to those that which the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable . (b) Notwithstanding any contrary provision in any agreement relating to the grant by the Executive Company or any of its affiliates of any option to acquire shares of the Company's or any affiliate's capital stock pursuant to this such entity's stock option plans ("Stock Options") or the issuance of capital stock or other equity interests of any such entity pursuant to a restricted stock agreement or similar arrangement ("Restricted Stock"), if during the period commencing with a written agreement for a Change of Control (which transaction is ultimately consummated) and ending two (2) years thereafter the Company terminates the Executive's employment without Cause or elects not to extend the Executive's employment pursuant to Section 5.1(ii2 hereof or the Executive resigns after a Constructive Termination, all Stock Options and all shares of Restricted Stock which have not yet become vested shall become vested in full on the Date of Termination. (c) The payments provided in Section 6(a) shall be reduced in addition to the extent comparable payments and benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive)set forth in Section 7 hereof. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 In the event that during the Term of Employment (i) Executive’s employment is terminated by the Company for any reason except due to a termination by the Company for Cause (as defined in Section 6(d)), or (ii) Executive terminates his own employment hereunder for Good Reason or Retirement (as such terms are defined in Section 6(d)), the following severance benefits shall be provided to Executive or, in the event of his death before receiving all such benefits, to his Designated Beneficiary (as defined in Section 6(d)) following his death: (1) The Company shall pay to Executive as additional compensation (the Executive “Additional Payment”), an amount which is equal to “Total Cash” (defined below). “Total Cash” means 0.75 times the payments described sum of (A) Executive’s annual Base Salary (as in this effect immediately prior to his Termination Date) plus (B) Executive’s current annual incentive target Bonus (Section 5.1 ("Severance Payments"2(b)) upon for the full year in which the termination of employment occurred; provided, in the Executive's employment event of a Change in Control and a termination of Executive by the Company without Cause, by Executive for Good Reason or for Retirement within the six (6) months preceding or the 12 months following a Change in Control during Control, “Total Cash” shall be calculated as one (1) times the term sum of this Agreement, including (A) Executive’s annual Base Salary (as in effect immediately prior to his Termination Date) plus (B) the higher of (x) Executive's ’s current annual incentive target Bonus (Section 2(b)) for the full year in which the termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, occurred or (by) the highest annual incentive Bonus received by reason Executive with respect to any of the Executive's Death or Disabilitylast three completed fiscal years. The Executive's employment Company shall be deemed make the Additional Payment to have been terminated Executive in a cash lump sum not later than 60 calendar days following a Change in Control by the Company without Cause Termination Date and, if the Executive's employment is terminated prior applicable with respect to a Change in Control without Cause at the direction that occurs within six (or action which constitutes 6) months after a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of TerminationTermination Date, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment equal to the Executive in an amount equal to: (xpositive difference, if any, of the Additional Payment due under this Section 6(b) the Executive's annual base salary in effect immediately prior applicable to the occurrence of Change in Control less the event or circumstance upon which the Notice of Termination is based or in effect immediately Additional Payment previously made pursuant to this Section 6(b) prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 (a) The Company shall pay the Executive the payments described and benefits set forth in this Section 5.1 ("Severance Payments"6(a) upon the any termination of the Executive's employment following a Change in Control during ’s employment, including, without limitation, the term nonextension of this Agreement, including the Executive's termination of ’s employment for Good Reasonby the Company pursuant to Section 2 hereof, unless such termination is (a) by the Company for Cause, by the Executive without Constructive Termination or (b) by reason the nonextension of the Executive's Death or Disability. The Executive's ’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior Executive pursuant to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control.Section 2 hereof: (i) Within three The Company shall pay as severance pay to the Executive (3x) business days for a twelve (12) month period after the Date of Termination the Executive’s Base Salary at the highest rate in effect prior to the Date of Termination in equal installments as nearly as practicable on the normal payroll periods for employees of the Company generally, and (y) any performance-based bonus which has been earned by the Executive for a fiscal year preceding the Date of Termination and a pro-rata portion, to the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to of any performance-based bonus that the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus would have earned for the fiscal year in which the Date of Termination occurs, in each case, in accordance with the performance-based bonus plan in effect for such fiscal year and as approved by the Board consistent with the Company’s performance during such period, such amounts to be paid when bonuses are generally paid to other executive officers of the Company; provided, however, that in the event the Company terminates the Executive’s employment without Cause or elects not to extend the Executive’s employment pursuant to Section 2 hereof or the Executive resigns after a Constructive Termination during the time period commencing with a definitive agreement for a Change of Control (which transaction is ultimately consummated) and ending one (1) year thereafter, the Company shall pay the severance payment described in clause (x) above in a lump sum within five (5) days of the Date of Termination unless the Executive provides the Company prior written notice declining such lump sum payment in favor of payment in equal installments as nearly as practicable on the normal payroll periods for employees of the Company generally. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide administer and pay for the Executive with medical Executive’s life, disability, accident and dental health insurance benefits substantially similar to those that which the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable . (b) Notwithstanding any contrary provision in any agreement relating to the grant by the Executive Company or any of its affiliates of any option to acquire shares of the Company’s or any affiliate’s capital stock pursuant to this such entity’s stock option plans (“Stock Options”) or the issuance of capital stock or other equity interests of any such entity pursuant to a restricted stock agreement or similar arrangement (“Restricted Stock”), if during the period commencing with a definitive agreement for a Change of Control (which transaction is ultimately consummated) and ending one(1) year thereafter the Company terminates the Executive’s employment without Cause or elects not to extend the Executive’s employment pursuant to Section 5.1(ii2 hereof or the Executive resigns after a Constructive Termination, all Stock Options and all shares of Restricted Stock which have not yet become vested shall become vested in full on the Date of Termination. (c) The payments provided in Section 6(a) shall be reduced in addition to the extent comparable payments and benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive)set forth in Section 7 hereof. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 Subject to the provisions of Section 3.3 hereof, if Executive's employment (i) shall be terminated by the Board of Directors of the Company following a "Change in Control" for any reason other than "for cause", or (ii) if Executive voluntarily terminates employment following a change in position with the Company if the new position is not a comparable position to that described in Section 1.1, then the Company shall pay Executive a termination benefit as follows; provided Executive does not voluntarily accept the change in position and notifies the Company of his/her non-acceptance thereof: (a) The Company shall pay Executive an amount equal to twenty four (24) months of Executive's salary, at the rate in effect at the time of termination. The severance payments shall be paid in twenty four (24) equal monthly installments payable on or before the first day of each calendar month following the Termination Date and shall be paid regardless of whether Executive is able to secure alternative employment. In the payments described in this Section 5.1 ("Severance Payments") upon the termination event Executive should die before payment of all of the installments due hereunder, the remaining installments shall be paid to Executive's employment following a Change in Control during the term of this Agreementdesignated beneficiary, including the if any, and otherwise to Executive's termination of employment for Good Reason, unless such termination estate. Executive's Beneficiary Designation is (a) by the Company for Cause, or attached hereto as Exhibit A. (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make continue to provide, or shall reimburse Executive for the cost of maintaining, for a lump sum or monthlyperiod of twelve (12) months from the Termination Date, health, disability and life insurance coverage to Executive, and his/her dependents, if applicable, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary same levels of coverage as in effect immediately prior to the occurrence such date. Such benefits will be provided under COBRA or through an individual conversion policy, as appropriate. The foregoing obligations will terminate at such time as Executive becomes covered under comparable insurance plans of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occursnew employer. (iic) For Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment except as provided herein. (d) The severance pay and benefits provided in this Agreement shall be in lieu of any other severance pay to which Executive may be entitled under any Company severance plan, program or arrangement. (e) As a twelve (12) month period after the Date condition of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable receiving any severance pay and benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the hereunder, Executive shall be reported required to sign a General Release in the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred form attached as the Company reasonably may require.Exhibit C.

Severance Payments. 5.1 The Company shall pay the to Executive, in exchange for Executive the payments executing and delivering a Release as described in this Section 5.1 ("Severance Payments") upon the termination of the Executive's employment following a Change in Control during the term of this Agreement6.7, including the Executive's termination of employment for Good Reason, unless such termination is as follows: (a) by The Accrued Amounts (payable at the Company for Cause, or same time and in the same manner as set forth in Section 6.1); (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control.An amount equal to: (i) Within three (3) business days In the event such termination occurs at any time other than during a Change of Control Period, 12 months of Executive’s then current Annual Salary, payable in semi-monthly installments in accordance with the Company’s payroll practices, beginning on the 60th day after the Date of Termination, Termination (the Company shall make “Severance Payment Commencement Date”) (with a lump sum or monthly, at payment due to Executive of any remaining severance amounts containing the Executive's option, cash complete remainder of all severance payment due to Executive within 30 days of the Executive in an amount equal toend of the Restricted Period); or (ii) In the event such termination occurs during a Change of Control Period: (xA) 24 months of Executive’s then current Annual Salary, payable in semi-monthly installments in accordance with the Executive's annual base salary in effect immediately prior Company’s payroll practices, beginning on the Severance Payment Commencement Date (with a lump sum payment due to Executive of any remaining severance amounts containing the occurrence complete remainder of all severance due to Executive within 30 days of the event or circumstance upon which end of the Notice of Termination is based or in effect immediately prior to the Change in ControlRestricted Period); and (yB) a pro-rated portion two times the amount of Executive's Targeted Annual Bonus any STI Plan target payment amount for the fiscal year in which the Date of Termination occurs, payable within 30 days after the date all applicable revocation periods under the Release have expired. (iic) For a twelve The Continuation of Benefits (12) month period after Executive shall remain liable for any portion of such premiums for which Executive was liable as of the Date of Termination and for any additional coverage not effective at the Date of Termination); (d) Outplacement Services provided by a firm selected by the Company in its sole discretion for a period of 12 months and in an amount not to exceed $10,000; and (e) In addition, subject to Section 5.12, all unvested LTI Awards will be subject to Special Pro-rata Vesting in accordance with Sections 4.4 and 4.5. Notwithstanding the other provisions of this Section 6.6, the Company shall arrange have the right to provide cease or terminate the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to severance payments provided under this Section 5.1(ii) shall be reduced to 6.6 in the extent comparable benefits are actually received by or made available to event Executive breaches, in the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and Company’s sole discretion, any such benefits actually received by the Executive shall be reported to the Company by the Executive)covenant contained in Section 5. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 6.01 The Company shall pay the Executive the payments described in this Section 5.1 6.01 (the "Severance Payments") upon the termination of the Executive's employment following a Change in Control and during the term of this Agreement, including in addition to the Executive's termination of employment for Good Reasonpayments and benefits described in Section 5 hereof, unless such termination is (ai) by the Company for Cause, or (bii) by reason of death or Disability or (iii) by the Executive without Good Reason; provided, however, that the Company shall pay the Executive the Severance Payments, in addition to the payments and benefits described in Section 5 hereof, if the Executive's Death or Disabilityemployment is terminated by the Executive for any reason whatsoever during the Window Period. 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 prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in ControlControl 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 of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person. (iA) Within 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 a lump sum severance payment, in cash, equal to the amount of three (3) business days times the Executive's Planned Compensation. (B) In addition to the retirement benefits to which the Executive is entitled under the Pension Plan or any successor plans thereto, the Company shall pay the Executive a lump sum amount, in cash, equal to the actuarial equivalent of the excess of (i) the retirement pension (determined as a straight life annuity commencing at Normal Retirement Age) which the Executive would have accrued under the terms of the Pension Plan (without regard to any amendment to the Pension Plan made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if the Executive were fully vested thereunder and had accumulated (after the Date of Termination) thirty-six (36) (or, if less, a number equal to the Company shall make a lump sum or monthlynumber of months, including fractional parts thereof, from the Date of Termination until the Executive reaches Normal Retirement Age) additional months of service credit thereunder at the Executive's optionhighest annual rate of compensation during the twelve (12) months immediately preceding the Date of Termination, cash severance payment and (ii) the retirement pension (determined as a straight life annuity commencing at Normal Retirement Age) which the Executive had then accrued pursuant to the Executive in an amount equal to: (x) provisions of the Executive's annual base salary in effect Pension Plan. For purposes of this Section 6.01(B), "actuarial equivalent" shall be determined using the same assumptions utilized under the Pension Plan immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occursTermination. (iiC) For a twelve thirty-six (1236) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical life, disability, accident and dental health insurance benefits substantially similar to those that which the Executive is receiving immediately prior to the Notice of TerminationTermination (without giving effect to any reduction in such benefits subsequent to a Change in Control which reduction constitutes Good Reason); provided, however, that, in the event the date upon which the Executive attains Normal Retirement Age occurs during such thirty-six (36) month period, the Executive shall thereafter receive such life, disability, accident and health insurance benefits as would be provided to him as a retiree. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6.01(C) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve thirty-six (1236) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 (A) Whether or not the Executive becomes entitled to the Severance Payments, if any of the Total Payments will be subject to the Excise Tax, the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6.02, shall be equal to the excess of the Total Payments over the payment provided for by this Section 6.02. (B) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (the "Total Payments") shall be treated as "parachute payments" (within the meaning of section 28OG(b) (2) of the Code) unless, in the opinion of tax counsel selected by the Company's independent auditors and reasonably acceptable to the Executive, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of section 280G(b) (4) (A) of the Code, and all "excess parachute payments" (within the meaning of section 280G(b) (1) of the Code) shall be treated as subject to the Excise Tax unless, in the opinion of such tax counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b) (4) (B) of the Code), or are otherwise not subject to the Excise Tax, and (ii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (C) In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Executive's employment, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income tax deduction) plus interest on the amount of such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of the Executive's employment (including increases in the Excise Tax resulting from any payment the existence or amount of which could not be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. 6.03 The payments provided for in Section 6.01 (other than Section 6.01(C)) and 6.02 hereof shall be made not later than the fifth (5th) day following the Date of Termination; provided, however, that, if the amounts of such payments 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 payments to which the Executive is clearly entitled and shall pay the remainder of such payments (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 payments 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). 6.04 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment as a result of Severance Payments in connection with a termination which entitles the Executive to the Severance PaymentsPayments (including all such fees and expenses, if any, incurred 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 written request requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of 2.1 If the Executive's employment following a Change in Control is terminated during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is Term (a) by the Company for Cause, without Cause (as defined below) or (b) by reason of the Executive's Death death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by Disability (as defined below), then the Company without Cause if shall pay the Executive's employment is terminated prior to a Change Executive the amounts, and provide the Executive the benefits, described in Control without Cause at Section 2.2 (the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control"Severance Payments"). (ia) Within three (3) business days after the Date of Termination, the The Company shall make a lump sum or monthly, at the Executive's option, cash severance payment pay to the Executive in as severance, an amount in cash equal to: to two (x2) times the sum of (i) the Executive's annual base salary as in effect for the fiscal year ending immediately prior to the occurrence fiscal year in which such termination occurs, and (ii) the annual bonus (if any) earned by the Executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the event or circumstance upon which the Notice of Termination is based or in effect fiscal year ending immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination termination occurs, such cash amount to be paid to the Executive ratably monthly in arrears over the Non-Competition Period (as defined below). (iib) For a twelve (the 12) -month period after the Date of Terminationimmediately following such termination, the Company shall arrange to provide the Executive with medical and dental his dependents insurance benefits substantially similar to those that provided to the Executive is receiving and his dependents immediately prior to the Notice date of Terminationtermination, at no greater cost to the Executive than the cost to the Executive immediately prior to such date. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii2.2(b) shall cease immediately upon the discovery by the Company of the Executive's breach of the covenants contained in Sections 5 or 6 hereof. In addition, benefits otherwise receivable by the Executive pursuant to this Section 2.2(b) shall be reduced to the extent comparable benefits of the same type are actually received by or made available to the Executive without cost during the twelve (12) -month period following the Executive's termination of employment (and any such benefits actually received by or made available to the Executive shall be reported to the Company by the Executive). 5.2 The ; provided, however, that the Company also shall pay reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive all legal fees over such cost immediately prior to the date of termination. 2.3 Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, or local law and expenses incurred by any additional withholding to which the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of has agreed. 2.4 If the Executive's written request for payment accompanied employment with such evidence of fees and expenses incurred as the Company reasonably may requireterminates during the Term, the Executive shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Section 2.

Severance Payments. 5.1 The (a) In the event that the Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the terminates Executive's employment following a Change in Control during and this Agreement other than for Cause pursuant to Section 5.3, or the term of Executive terminates his employment with the Company and this Agreement, including the Executive's termination of employment Agreement for Good Reason, unless such Executive will be eligible, subject to Section 5.6(b) hereof, for the following (i) any Base Salary, any bonus pursuant to Section 4.2 and any vacation, each to the extent earned but unpaid through actual termination is date; (aii) A continuation of Executive's Base Salary for a period equal to (x) six months plus (y) one month for each calendar month after July 1, 2004; provided, however, that the maximum period of salary continuation shall be twelve (12) months. Salary continuation shall be payable at Executive's Base Salary rate as of his termination date and in accordance with the Company's normal payroll practices as modified from time to time; and (iii) if Executive elects to continue medical insurance coverage after his termination date and in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), payment of the portion of Executive's monthly premium payments customarily paid by the Company for Causeemployees, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: until (x) the Executive's annual base salary conclusion of the one-year period after the termination of his employment, (y) Executive no longer is eligible for COBRA coverage, or (z) Executive accepts other employment through which he is eligible for medical insurance coverage that is comparable to such COBRA coverage, whichever occurs first. Thereafter, Executive will be responsible for any and all payments for the elected period of continued health insurance coverage under COBRA. If the termination is by Executive for Good Reason pursuant to Section 5.4(c) hereof, any reference to Base Salary above in Section 5.6(a)(ii) shall refer to Base Salary in effect immediately prior to the occurrence reduction by the Company giving rise to the right to terminate pursuant to Section 5.4(c) (b) The Company's obligation to provide any severance payments and COBRA premium payments pursuant to Section 5.6(a)(ii) and/or 5.6(a)(iii) hereof shall be subject to and conditioned upon Executive's execution of a separation agreement (the event or circumstance upon "Separation Agreement") reasonably satisfactory to Executive and the Company, which shall include a non-disparagement clause and a comprehensive release of claims that, if required by applicable law, provides for a 7-day revocation period (the Notice of Termination is based or "Revocation Period"). Notwithstanding anything in effect immediately this Section 5.6, if any payments under Section 5.6(a) would otherwise be due on a date prior to the Change in Control; and expiration of the Revocation Period, such payment shall instead be paid on the first business day immediately following the expiration of the Revocation Period (y) a pro-rated portion of provided that no revocation right has been exercised by Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior ). Notwithstanding any provision herein to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this contrary, any payments under Section 5.1(ii5.6(a) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the conditioned on Executive's termination of employment (fulfilling his obligations under the Non-Competition Agreement and any the Confidentiality Agreement, and no such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery due to Executive in the event of any breach of either or both of said agreements or other terms hereof which survive the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may requiretermination hereof.

Severance Payments. 5.1 The Company shall pay In the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the event that Executive's employment following a Change is terminated by the Company for reasons other than Cause, or, in Control during the term of this Agreement, including event that the Executive's termination of Executive terminates his employment for Good Reason, unless the Company shall pay to Executive within ten (10) days of the date of such termination the Salary through such date of termination, and, in lieu of any further compensation and benefits under this Agreement, Executive shall be entitled to the following benefits during the "Severance Period" (which Severance Period is defined herein to be the six-month period beginning on the date of such termination of Executive's employment), subject to the limitations contained in this Section 4.5. (a) by During the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of TerminationSeverance Period, the Company shall make a lump sum or monthly, continue to pay to Executive the bi-weekly base salary payable to Executive at the Executive's option, cash severance payment rate and according to the Executive payment schedule in an amount equal to: (x) the Executive's annual base salary in effect place immediately prior to the occurrence termination of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior employment subject to the Change in Control; federal and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs.state withholding, FICA, FUTA and all other applicable withholding; (iib) For a twelve (12) month period after During the Date of TerminationSeverance Period, the Company shall arrange continue on behalf of Executive (and Executive's dependents and beneficiaries) those benefits available to provide the Executive with pursuant to COBRA (e.g., life insurance, medical and dental insurance benefits substantially similar to those that benefits) and the expense shall be allocated between the Company and Executive is receiving immediately on the same basis as prior to the Notice date of Terminationtermination of employment. Benefits otherwise receivable by the Executive The benefits provided pursuant to this Section 5.1(iisubsection (b) shall be reduced no less favorable to Executive than the coverage provided to Executive under the plans providing such benefits at the time notice of termination was given to Executive. The obligation of the Company under this subsection (b) shall be limited to the extent comparable that Executive obtains or is eligible to obtain any such benefits are actually received by pursuant to a subsequent employer's benefit plans, in which case the Company may reduce the coverage of any benefit it is required to provide Executive under this subsection (b) so long as the aggregate coverage of the combined benefit plans is no less favorable to Executive, in terms of amounts and deductibles and costs to Executive, than the coverage required to be provided under this subsection (b). This subsection (b) shall not be interpreted so as to limit any benefits to which Executive (or made available Executive's dependents or beneficiaries) may be legally entitled under any of the Company's Executive benefit plans, programs or practices following Executive's date of termination of employment. The provision of continued benefits to Executive under this subsection (b) shall not deprive Executive of any independent statutory right to continue benefits coverage pursuant to Sections 601 through 606 of the Executive Retirement Income Security Act of 1974, as amended; and (c) On the date of termination of employment, the Company shall pay Executive an amount equal to the bonus(es), if any, Executive without cost would have received had Executive remained in the Company's employment during the twelve Severance Period, calculated using the targeted bonus rate established by the Company under any applicable employment agreement or in its bonus plan then in effect (12or, if no rate was established for the period in question, the targeted bonus rate established for the prior period) month and assuming that all performance criteria would have been met; provided, however, that if the targeted bonus rate is based on performance over a period following of time which ends after the Severance Period, then the amount paid to Executive under this subsection (c) shall be prorated based on the number of days Executive was employed by the Company during the applicable bonus period plus the number of days in the Severance Period. (d) In the event Executive is entitled to severance benefits, all of Executive's rights to exercise option(s) granted under the Company's stock option plan and held by Executive upon termination of employment shall immediately vest resulting in these option(s) becoming immediately exercisable for the period specified in the section of the respective option(s) relating to vesting of options in the event of termination of employment, or, if no period is so specified, then for six months, after which time the option(s) shall expire. (and any such benefits actually received by e) Notwithstanding anything contained in this Agreement to the contrary, Executive shall be reported entitled to the Company severance pay and benefits described in this Section 4.5 only if (i) on or within thirty (30) days following Executive's last date of employment Employee signs and does not rescind a Release Agreement in a form prepared by the Executive). 5.2 The Company also shall pay Company, to include but not be limited to a comprehensive release of all legal claims by Executive in favor of the Company, (ii) Executive fully complies with his confidentiality obligations under Section 3.2 herein, (iii) Executive fully complies with his non-competition and non-inducement obligations under Section 3.3 herein, and (iv) Executive fully complies with his disclosure and assignment obligations under Section 3.4 herein. Executive further understands and agrees that if he does not sign the required Release Agreement, if he rescinds the required Release Agreement after signing, or if he does not fully comply with the confidentiality, non-competition, non-inducement, and/or disclosure and assignment requirements of Sections 3.2, 3.3 and 3.4 herein, he will not be entitled to the Executive all legal fees severance pay or benefits described in Section 4.5 and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive will be obligated to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may requirereturn any severance pay and/or benefits already received.

Severance Payments. 5.1 6.1. The Company shall pay the Executive the payments described in this Section 5.1 6.1 ("the “Severance Payments"”) upon the termination of the Executive's ’s employment following a Change in Control and during the term of this Agreement, including Agreement (in addition to any payments and benefits to which the Executive's termination of employment for Good ReasonExecutive is entitled under Section 5 and 8 hereof), unless such termination is (ai) by the Company for Cause, or (bii) by reason of death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive's Death or Disability. The Executive's ’s employment shall be deemed to have been terminated by the Company without Cause or by the Executive with Good Reason following a Change in Control by the Company without Cause if (i) the Executive's ’s employment is terminated without Cause prior to a Change in Control without Cause which actually occurs during the term of this Agreement and such termination was at the request or direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will would constitute a Change in Control, (ii) the Executive terminates his employment with Good Reason prior to a Change in Control which actually occurs during the term of this Agreement and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, (iii) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement, or (iv) the Executive’s employment is terminated without Cause after a Potential Change in Control of the type described in paragraph (I) of the definition of “Potential Change in Control”. (iA) Within three (3) business days after In lieu of any further salary payments to the Executive for periods subsequent to the Date of TerminationTermination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall make pay to the Executive a lump sum or monthlyseverance payment, at in cash, equal to two and one-half (2.5) times the sum of (i) the higher of the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's ’s annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or the Executive’s highest annual base salary in effect during the three (3) completed fiscal years immediately prior to preceding the Change in Control; Control (the “Change in Control Salary”), and (yii) a pro-rated portion the higher of Executive's Targeted Annual Bonus for the highest annual bonus earned by the Executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the three (3) completed fiscal years immediately preceding the year in which the Date of Termination occurs, the highest annual bonus so earned in respect of the three (3) completed fiscal years immediately preceding the year in which the Change in Control occurs, or the maximum of the bonus opportunity range for the Executive in effect immediately prior to the Date of Termination, or if higher, immediately prior to the first occurrence of the event or circumstance constituting Good Reason (the “Change in Control Bonus”). (iiB) Notwithstanding any provision of any annual incentive plan to the contrary, the Company shall pay to the Executive a lump sum amount, in cash, equal to a pro rata portion to the Date of Termination of the value of the target incentive award under such plan for the then uncompleted period under such plan, calculated by multiplying the maximum of the bonus opportunity range for the Executive by the fraction obtained by dividing the number of full months and any fractional portion of a month during such performance award period through the Date of Termination by the total number of months contained in such performance award period. (C) For a twelve the two and one-half (122.5) month year period after immediately following the Date of Termination, the Company shall arrange to provide the Executive (which includes the Executive’s eligible dependents for purposes of this paragraph (C)) with medical life, disability, accident and dental health insurance benefits substantially similar to those that which the Executive is was receiving immediately prior to the Notice of TerminationTermination (without giving effect to any amendment to such benefits made subsequent to the earlier of a Potential Change in Control or a Change in Control which amendment adversely affects in any manner the Executive’s entitlement to or the amount of such benefits); provided, however, that, unless the Executive consents to a different method, such health insurance benefits shall be provided through a third-party insurer. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6.1(C) shall be reduced to the extent comparable benefits (including continued coverage for any preexisting medical condition of any person covered by the benefits provided to the Executive and his eligible dependents immediately prior to the Notice of Termination) are actually received by or made available to the Executive by a subsequent employer without cost during the twelve two and one-half (122.5) month year period following the Executive's termination ’s Date of employment Termination (and any such benefits actually received by or made available to the Executive shall be reported to the Company by the Executive). The applicable benefit continuation period for the Executive and the Executive’s qualifying dependents under the Consolidated Omnibus Budget Reconciliation Act of 1984, as amended (“COBRA”), shall commence at the expiration of the period of continued benefits referenced above in this Section 6.1(C). 5.2 The (D) Following a Change in Control, the Company also shall pay provide the Executive with outplacement services suitable to the Executive’s position for a period of one (1) year commencing on the date the Executive all legal fees first uses such outplacement services; provided, however, such first use must occur during the two and expenses one-half (2.5) year period following the Executive’s Date of Termination. 6.2. (A) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive in disputing with respect to the non-payment of Severance Payments in connection excise tax (such excise tax, together with a termination which entitles any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive to Severance Payments. Such payments shall be made within five entitled to receive an additional payment (5a “Gross-Up Payment”) business days in an amount such that after delivery payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed on the Gross-Up Payment, the Executive retains an amount of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as Gross-Up Payment equal to the Company reasonably may requireExcise Tax imposed upon the Payments.

Severance Payments. 5.1 The Company shall pay (a) If the Executive Executive’s employment is terminated during the payments described in this Section 5.1 Term: ("Severance Payments"i) upon by the termination Corporation for any reason other than for Just Cause or death; (ii) by the Corporation because of the Executive's employment following a Change in Control during ’s Disability; or (iii) by the term of this Agreement, including the Executive's termination of employment Executive for Good Reason, unless such termination is the Executive shall be entitled to (a) by an amount equal to twice the Company for Cause, or Annual Salary and the Cash Award based on achieving 100 to 105% of the applicable EBITDA and Gross Revenue Budgets and (b) the pro-rated Cash Award for the year in which termination occurs that would be payable based on the actual year to date Gross Revenue and EBITDA performance compared to the year to date agreed upon Gross Revenue and EBITDA Budgets as set forth in the Approved Budget, up to and including the last full calendar month prior to the termination. (b) Notwithstanding Section 4.3(a), in the event that the Corporation terminates the Executive due to the Executive’s Disability, the amounts owing to the Executive in Section 4.3(a) shall be reduced by reason the amount of any payments received by or on behalf of the Executive's Death or Disability. The Executive's employment shall Executive from the Corporation’s long term disability insurance during the period in respect of which severance payments are to be deemed to have been terminated following a Change in Control by the Company without Cause if made. (c) If the Executive's ’s employment is terminated prior and the Executive holds any Options, rights, or other entitlements for the purchase or acquisition of shares in the capital of the Corporation (collectively, “Rights”), all such Rights shall vest immediately and continue to be available for exercise for a Change in Control without Cause at the direction (or action which constitutes a direction) period of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business 60 days after following the Date of Termination, after which any such Rights shall be void and of no further force and effect. Notwithstanding the Company foregoing, in the event of a termination for Just Cause or upon the resignation of the Executive without Good Reason, the 60 day period shall make a lump sum or monthly, be reduced to 30 days and the Executive shall only be entitled to exercise those Options that have vested at the Executive's optiondate of such termination and the vesting of Options will not be accelerated in such circumstance. For greater certainty, cash severance payment such Rights include all Time Based and Performance Based Options throughout the Term and for any year in the Term not yet completed shall assume that all performance criteria have been met at the 100% to 105% level and with all completed years being based on the actual performance in such year. (d) Upon a Control Change, the Executive shall automatically be entitled to the severance payments described below: (i) the Corporation shall pay to the order of the Executive in (a) an amount equal to: to twice the Annual Salary and the Cash Award based on achieving 100 to 105% of the applicable EBITDA and Gross Revenue Budgets and (xb) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus Cash Award for the fiscal year in which the Date of Termination occurs.Control Change occurs that would be payable based on the actual year to date Gross Revenue and EBITDA performance compared to the year to date agreed upon Gross Revenue and EBITDA Budgets as set forth in the Approved Budget, up to and including the last full calendar month prior to the Control Change; (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also Corporation shall pay to the Executive all legal fees outstanding and accrued regular and vacation pay and expenses incurred by to the Date of Termination; and (iii) the foregoing payments are payable and to be paid to the Executive in disputing upon the non-payment date of Severance Payments in connection with a termination which entitles the Control Change without any obligation on the part of the Executive to Severance Payments. Such mitigate his damages flowing from the termination of his employment. (e) All severance payments in this Article shall be made within five (5) business days after delivery of to the Executive's written request for payment accompanied Executive upon the Control Change unless otherwise agreed to with such evidence of fees and expenses incurred as the Company reasonably may requirecompany or person that has control over the Corporation.

Severance Payments. 5.1 The Company shall pay In the event Noble terminates the Executive the payments described in this without Cause (which shall not include a termination under Section 5.1 4(a)), and subject to Executive executing within thirty ("Severance Payments"30) upon the days following such termination of the employment, and not subsequently revoking, a general release of all claims arising under this Agreement or otherwise related to Executive's ’s employment following by Noble, which release shall be in a Change form to be provided by Noble, and subject to Executive abiding in Control during the term of all material respects by his obligations under this Agreement, including Noble will provide Executive with the Executive's termination following payments: (A) a cash amount equal to six (6) months of employment for Good Reasonhis Salary, unless such termination is (a) by the Company for Causeless taxes and withholdings, or (b) by reason of the Executive's Death or Disability. The Executive's employment which amount shall be deemed to have been terminated following a Change paid in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement accordance with the Company normal payroll practices of Noble over the consummation of which will constitute a Change in Control. six (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (126) month period following the date of Executive's ’s termination of employment (the “Salary Continuation”); and (B) reimbursement (or direct payment to the carrier), for six (6) months following the Executive’s termination of employment (the “Continuation Period”), for a portion of the premium costs incurred by Executive (and any such benefits actually received his spouse and dependents, where applicable) to obtain COBRA coverage pursuant to one of the group health plans sponsored by Noble (or a Noble Company), which reimbursement (or direct payment) shall equal the premium costs incurred by Noble (or a Noble Company, if applicable), for the Continuation Period, on behalf of a similarly-situated employee, to obtain coverage under the same group health plan sponsored by Noble (or a Noble Company, if applicable) (the “Health Care Continuation”). Notwithstanding anything in the foregoing to the contrary, (1) Executive shall be entitled to receive the Health Care Continuation only if Executive is participating in a group health plan sponsored by Noble (or a Noble Company) as of the date on which Executive incurs a termination of employment, and (2) the Executive shall be reported to responsible, during the Company by Continuation Period, for premium costs for COBRA coverage in excess of the Executive). 5.2 The Company also shall pay to Health Care Continuation, and the Executive shall be responsible, after the Continuation Period, for all legal fees and expenses incurred by premium costs for COBRA coverage, if the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive continues to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with elect such evidence of fees and expenses incurred as the Company reasonably may requireCOBRA coverage.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of If the Executive's ’s employment is terminated following a Change in Control and during the term of this AgreementTerm, including the Executive's termination of employment for Good Reason, unless such termination is other than (aA) by the Company for Cause, or (bB) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the following amounts, and provide the Executive the following benefits (collectively, the “Severance Payments”), together with any Gross-Up Payment payable under Section 6(b) hereof, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof: (i) 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's Death , the Company shall pay to the Executive a lump sum severance payment, in cash, equal to 1.5 times the sum of (x) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or Disabilitycircumstance constituting Good Reason, and (y) the Executive’s target annual bonus pursuant to any annual bonus or incentive plan maintained by the Company in respect of the fiscal year in which occurs the Date of Termination or, if higher, in respect of the fiscal year in which occurs the Change in Control. (ii) For the two year period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents life, disability, accident and health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence; provided, however, that, unless the Executive consents to a different method (after taking into account the effect of such method on the calculation of “parachute payments” pursuant to Section 6(b) hereof), such insurance benefits shall be provided through a third-party insurer. Benefits otherwise receivable by the Executive pursuant to this Section 6(a)(ii) shall be reduced to the extent benefits of the same type are received by or made available to the Executive by a subsequent employer of the Executive during the two year period following the Executive’s termination of employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (iii) Notwithstanding any provision of any stock option plan, stock incentive plan, restricted stock plan or similar plan or agreement to the contrary, as of the Date of Termination, (x) the Executive shall be fully vested in all outstanding options to acquire stock of the Company (or the options of any parent, surviving our acquiring company then held by the Executive) and all then outstanding restricted shares of stock of the Company (or such parent, surviving or acquiring company) held by the Executive, and (y) subject to any limitation on exercise in any such plan or agreement that may not be amended without stockholder approval, all options referred to in cause (x) above shall be immediately exercisable and shall remain exercisable until the earlier of (1) the second anniversary of the Date of Termination, or (2) the otherwise applicable normal expiration date of such option. (iv) To the extent that the full vesting of any stock option or share of restricted stock, or the full exercisability of any stock option, provided for in Section 5(c) or Section 6(a)(iii) should violate any law, rule or regulation of any governmental authority or self-regulatory organization applicable to the Company, or to the extent otherwise determined by the Company is its sole discretion, the Company may, in lieu of providing any vesting or exercisability rights pursuant to Section 5(c) or 6(a)(iii), (x) cancel any or all of the Executive’s outstanding options in exchange for a lump sum payment, in cash, equal to the excess of the fair market value of the shares of stock underlying such options (whether or not vested or exercisable) on the Date of Termination (as determined by the Board) over the aggregate exercise price provided for in such stock options, and (y) repurchase any shares of restricted stock at their fair market value (as determined by the Board without regard to the restrictions on such shares of stock). (v) The Company shall pay to the Executive a lump sum amount, in cash, equal to the Executive's ’s target annual bonus under any bonus plan maintained by the Company in respect of the fiscal year in which occurs the Date of Termination multiplied by a fraction, the numerator of which is the number of days in such fiscal year through and including the Date of Termination, and the denominator of which is 365. (vi) The Company shall provide the Executive with outplacement services suitable to the Executive’s position for a period of one year or, if earlier, until the first acceptance by the Executive of an offer of employment. For purposes of this Agreement, 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 (x) the Executive's ’s employment is terminated prior to by the Company without Cause (whether or not a Change in Control without Cause ever occurs) and, at the direction (or action which constitutes a direction) time of a Person who has entered into an agreement with such termination, the Company is a party to a written agreement the consummation of which will would constitute a Change in Control. , or (iy) Within three the Executive terminates his employment for Good Reason (3whether or not a Change in Control ever occurs) business days after and, both at the Date time the event occurs that constitutes Good Reason and at the time of Terminationsuch termination, the Company shall make is a lump sum or monthly, at the Executive's option, cash severance payment party to the Executive in such an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occursagreement. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay In the Executive event that, during the payments described in this Section 5.1 Contract Term, both ("Severance Payments"a) upon the termination a Change of the Executive's employment following a Control occurs, and (b) within six (6) months after such Change in Control during the term of this Agreementoccurs, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to either (1) by the Company for any reason, other than (A) for Cause (as defined below), (B) as a Change result of the Executive's death or disability or (C() as a result of the Executive's retirement in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement accordance with the Company's general retirement policies, or (2) by the Executive for Good Reason, then the Executive shall be entitled to receive from the Company, and at Executive's option within thirty (30) days after such termination, an amount in cash equal to all Annual Base Salary then and thereafter payable hereunder. The Company the consummation of which will constitute a Change shall be obligated to maintain in Control. (i) Within full force and effect for three (3) years after termination or for the remaining Contract Term (whichever is longer), all employee health and medical benefit plans and programs in which the Executive, his family, or both, were participants immediately prior to termination, provided that such continued participation is possible under the general terms and provisions of such plans and programs. If such health and medical coverage is not available under current Company plans and programs, the Company will provide substitute coverage of substantially similar content for three (3) years after termination or for the remaining Contract Term (whichever is longer) provided, however, that if the Executive becomes eligible to participate in a health and medical benefit plan or program of another employer which covers substantially similar benefits, the Executive shall cease to receive benefits under this subparagraph in respect of such plan or program. All stock options, warrants and other similar rights granted by the Company and then vested or earned shall be immediately granted to Executive without restriction or limitation of any kind, and any incentive compensation or portion thereof then earned shall be paid in a lump sum payment to Executive; provided however, that if incentive compensation has not been earned by Executive at the date of termination but Executive otherwise would have been entitled to incentive compensation at the end of the Company's next fiscal year or next period designated by the Company for the determination of incentive compensation for peer executives (the "Bonus Determination Date"), the Company shall pay such incentive compensation to Executive within ten (10) business days after the Date of TerminationBonus Determination Date, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment pro rated in amount to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion date of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Terminationtermination. Benefits otherwise receivable by the Executive Any amount payable pursuant to this Section 5.1(ii) Section, together with any compensation pursuant to Article III that is payable for services rendered through the effective date of termination, shall be reduced constitute the sole obligation of the Company payable with respect to the extent comparable benefits are actually received by or made available to termination of the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive)as provided in this Section. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company a. Subject to Section 13, if the Corporation terminates Executive's employment pursuant to Section 11(d), and the Board vote with respect to such termination does not occur within twelve (12) months following a Change of Control, or if Executive terminates his employment pursuant to Section 11(e), and such termination does not occur within twelve (12) months following a Change of Control, or if the Employment Term expires as a result of the Corporation's delivering a Non-Extension Notice to Executive and such Notice is not delivered within twelve (12) months following a Change of Control, the parties recognize and agree that actual damages due Executive would be difficult if not impossible to ascertain and agree that, in lieu of any other rights to which Executive may be entitled, the Corporation shall pay Executive, as severance pay or as liquidated damages, or both, Executive's Base Salary, as in effect at the time of such termination or expiration for a period of twelve (12) calendar months following the date of such termination or expiration, such payments to be made in the same manner in which such salary payments were made to Executive immediately prior to the payments described date of such termination or expiration. b. Subject to Section 13, if the Corporation terminates Executive's employment pursuant to Section 11(d), and the Board vote with respect to such termination occurs within the twelve (12) months following a Change of Control, or if Executive terminates his employment pursuant to Section 11(e) and such termination occurs within twelve (12) months following a Change of Control, or if the Employment Term expires as a result of the Corporation's delivering a Non-Extension Notice to Executive within twelve (12) months following a Change of Control, or if Executive terminates his employment for Good Reason following a Change of Control pursuant to Section 11(f), the parties recognize and agree that actual damages to Executive would be difficult if not impossible to ascertain and agree that, in lieu of any other rights to which Executive may be entitled, the Corporation shall pay Executive, as severance pay or as liquidated damages, or both, upon the effective date of such termination or expiration a lump sum equal to three hundred percent (300%) of Executive's annual Base Salary as in effect at the time of such termination or expiration. Such payment shall be made within thirty (30) days after such termination or expiration date. c. Except as set forth in this Section 5.1 ("Severance Payments") upon the 12 or as otherwise required by law, Executive shall not be entitled to any severance payments or employee benefits under this Agreement after termination or expiration of the Executive's employment following a Change in Control during the term of this Agreementemployment, including the Executive's termination of employment for Good Reason, unless such termination except that if Executive is (aentitled to severance payments under Section 12(a) by the Company for Causeor Section 12(b), or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to as a Change in Control without Cause at result of incapacity or disability, during the direction eighteen (18) month period (or action such longer period which constitutes a directiondoes not exceed twenty-four (24) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (imonths as may be provided by applicable law) Within three (3) business days after the Date of Termination, the Company shall make a lump sum following any termination or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion expiration of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationemployment hereunder, the Company Corporation shall arrange to provide the reimburse Executive with medical for out-of-pocket health insurance expenses for himself and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable his spouse or children, if any, incurred by the Executive pursuant to this Section 5.1(ii) shall be reduced COBRA (Consolidated Omnibus Budget Reconciliation Act of 1986). If Executive elects not to maintain health insurance pursuant to COBRA, the extent comparable benefits are actually received by or made available Corporation is under no obligation to the reimburse Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the for his otherwise elected coverage. Executive shall be reported to give the Company by the Executive)Corporation prompt notice of his re-employment. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if If the Executive's employment is terminated during the Term: (i) by the Corporation for any reason other than for Just Cause or death; (ii) by the Corporation because of the Executive’s Disability; or (iii) by the Executive for Good Reason, the Executive shall be entitled to (a) an amount equal to twice the Annual Salary and the Cash Award based on achieving 100 to 105% of the applicable EBITDA and Gross Revenue Budgets and (b) the pro-rated Cash Award for the year in which termination occurs that would be payable based on the actual year to date Gross Revenue and EBITDA performance compared to the year to date agreed upon Gross Revenue and EBITDA Budgets as set forth in the Approved Budget, up to and including the last full calendar month prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Controltermination. (ib) Within three Notwithstanding Section 4.3(a), in the event that the Corporation terminates the Executive due to the Executive’s Disability, the amounts owing to the Executive in Section 4.3(a) shall be reduced by the amount of any payments received by or on behalf of the Executive from the Corporation’s long term disability insurance during the period in respect of which severance payments are to be made. (3c) business If the Executive’s employment is terminated and the Executive holds any Options, rights, or other entitlements for the purchase or acquisition of shares in the capital of the Corporation (collectively, "Rights") , all such Rights shall vest immediately and continue to be available for exercise for a period of 60 days after following the Date of Termination, after which any such Rights shall be void and of no further force and effect. Notwithstanding the Company foregoing, in the event of a termination for Just Cause or upon the resignation of the Executive without Good Reason, the 60 day period shall make a lump sum or monthly, be reduced to 30 days and the Executive shall only be entitled to exercise those Options that have vested at the Executive's optiondate of such termination and the vesting of Options will not be accelerated in such circumstance. For greater certainty, cash severance payment such Rights include all Time Based and Performance Based Options throughout the Term and for any year in the Term not yet completed shall assume that all performance criteria have been met at the 100% to 105% level and with all completed years being based on the actual performance in such year. (d) Upon a Control Change, the Executive shall automatically be entitled to the severance payments described below: (i) the Corporation shall pay to the order of the Executive in (a) an amount equal to: to twice the Annual Salary and the Cash Award based on achieving 100 to 105% of the applicable EBITDA and Gross Revenue Budgets and (xb) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus Cash Award for the fiscal year in which the Date of Termination occurs.Control Change occurs that would be payable based on the actual year to date Gross Revenue and EBITDA performance compared to the year to date agreed upon Gross Revenue and EBITDA Budgets as set forth in the Approved Budget, up to and including the last full calendar month prior to the Control Change; (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also Corporation shall pay to the Executive all legal fees outstanding and accrued regular and vacation pay and expenses incurred by to the Date of Termination; and (iii) the foregoing payments are payable and to be paid to the Executive in disputing upon the non-payment date of Severance Payments in connection with a termination which entitles the Control Change without any obligation on the part of the Executive to Severance Payments. Such mitigate his damages flowing from the termination of his employment. (e) All severance payments in this Article shall be made within five (5) business days after delivery of to the Executive's written request for payment accompanied Executive upon the Control Change unless otherwise agreed to with such evidence of fees and expenses incurred as the Company reasonably may requirecompany or person that has control over the Corporation.

Severance Payments. 5.1 The In the event of non-renewal of this Agreement by the Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the or termination of the Executive's ’s employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (ai) by the Company pursuant to Section 3(c), (ii) by the Executive for CauseGood Reason in Connection with a Change of Control, (iii) for Disability, or (biv) for reasons other than (I) termination by reason the Company pursuant to Section 3(a), (II) death of the Executive's Death , or Disability(III) termination by Executive pursuant to Section 3(d), the Company will pay Executive severance pay in a total amount equivalent to one (1) year of the Base Salary. Options which have vested prior to the date of termination shall remain exercisable during the severance period. Unvested options shall terminate in accordance with the terms of the respective Stock Option Agreements. The Executive's employment Company has the option to make the severance payments in equal installments during the period immediately following the termination of employment, to begin after any revocation period described in the Release of Claims, which is attached as Exhibit C. Any obligation of the Company to provide severance payments under this Exhibit B is conditioned, however, upon Executive signing an effective and timely release of claims in the form attached to this Agreement and marked Exhibit C (the “Release of Claims”). The Release of Claims creates legal obligations and the Company therefore advices Executive to seek the advice of an attorney before signing it. Severance payments hereunder will be payable in accordance with the normal payroll practices of the Company, and will begin at the Company’s next regular payroll period following the later of the effective date of the Employee Release or the date it is received by the Company, but shall be deemed retroactive to the day following the date of termination. In no event shall severance payments begin prior to the end of any revocation period provided in the Release of Claims. FOR AND IN CONSIDERATION OF the severance pay to be provided to me in connection with the termination of my employment, as set forth in the Employment Agreement between me and Veritas Farms, Inc. (the “Company”) dated as of _________, 20XX (the “Agreement”), which is conditioned on my signing this Release of Claims and to which I am not otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives and assigns, and all others connected with me, hereby release and forever discharge the Company and all of their respective past, present and future officers, directors, shareholders, employees, agents, general and limited partners, members, managers, joint ventures, representatives, successors and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all causes of action, rights and claims of any type or description, whether known or unknown, which I have been terminated following a Change had in Control the past, now have, or might now have, through the date of my signing of this Release of Claims, in any way resulting from, arising out of or connected with my employment by the Company without Cause if or the Executive's termination of that employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. Agreement), including, without limitation (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment each as amended from time to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.time):

Severance Payments. 5.1 The Company shall pay a. Upon the Executive the payments described occurrence of a Severance Event, and in this Section 5.1 ("Severance Payments") consideration of and contingent upon the termination execution and delivery by Executive of the Executive's employment following a Change mutually agreeable general release of all claims and expiration of any applicable revocation period in Control during the term of this Agreementconnection therewith, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment Executive shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior entitled to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control.severance payment as follows: (i) Within Subject to P▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, an amount equal to Executive’s then current Base Salary; and (ii) In full substitution for Executive’s rights under the Company’s annual incentive bonus plan, a substitute incentive award equal to the average amount of the annual incentive award earned and paid to the Executive with respect to the preceding three (3) business fiscal years. b. The severance payment shall be made in a lump sum within thirty (30) days after the Date effective date of Terminationthe termination of employment. c. If applicable, the severance amount provided for in Paragraph 4a(i) above will be offset by any income protection benefits payable to Executive during the first twelve months of a qualifying disability under the Company’s group short-term and long-term disability insurance plans. d. Notwithstanding the foregoing to the contrary, in no event shall the amount due and payable hereunder constitute a “Parachute Payment” within the meaning of the Section 280G(b)(2) of the Code. In the event that any portion of the severance payment would be deemed a Parachute Payment, the amount of the severance payment shall be reduced only to the extent necessary to eliminate any such treatment or characterization. e. It is the intent of the parties that payments under this Agreement comply with Section 409A of the Code, and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any payment of compensation under this Agreement) would cause the Executive to incur any additional tax or interest under Section 409A of the Code, and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified by the parties to try to comply with Section 409Aof the Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Section 409A. Notwithstanding the foregoing, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment not be required to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and assume any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments economic burden in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery compliance or noncompliance with Section 409A of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may requireCode.

Severance Payments. 5.1 6.1 The Company shall pay the Executive the payments described in this Section 5.1 6.1 ("Severance Payments") upon the termination of the Executive's employment following a Change in Control during the term of this Agreement, including in addition to the Executive's termination of employment for Good Reasonpayments and benefits described in Section 5.0 hereof, unless such termination is (aA) by the Company for Cause, or (bB) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after Subsequent to the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment payments to the Executive over a twelve (12) month period in substantially equal monthly installments, in an amount equal to: to one (x1) times the sum of (a) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; , and (yb) a pro-rated portion the higher of Executive's Targeted Annual Bonus for the fiscal highest annual bonus paid to the Executive in the three years preceding the year in which the Date of Termination occurs or paid in the three years preceding the year in which the Change in Control occurs. (ii) For a twelve twelve- (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 6.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment as a result of Severance Payments in connection with a termination which entitles the Executive to the Severance PaymentsPayments (including all such fees and expenses, if any, incurred 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 any payment or benefit provided hereunder). Such payments shall be made within five (5) business days after delivery of the Executive's written request requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The (a) Termination for Cause, or Termination Upon Death, Disability, Resignation from the Company Without Good Reason, or Non-extension of Term by Executive. If Executive’s employment shall pay terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, pursuant to Section 3(a)(vi) for Executive’s resignation from the Executive the payments described in this Company without Good Reason, or for no reason, or pursuant to Section 5.1 ("Severance Payments"3(a)(viii) upon the termination due to non-extension of the Term by Executive's , Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c). (b) Termination without Cause, Resignation from the Company With Good Reason or Termination upon Non-Extension of the Term by the Company. If Executive’s employment following a Change in Control during the term of this Agreementshall terminate without Cause pursuant to Section 3(a)(iv), including the pursuant to Section 3(a)(v) due to Executive's termination of employment ’s resignation for Good Reason, unless such termination is (aor pursuant to Section 3(a)(vii) due to non-extension of the Term by the Company for CauseCompany, then, subject to Executive signing on or before the 50th day following Executive’s Separation from Service (bas defined below), and not revoking, a release of claims in the form attached as Exhibit B to this Agreement, and Executive’s continued compliance with Sections 5 and 6 up to the date of any such payment, subject to Section 11(l) by reason hereof, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), (1) an amount in cash equal to the Annual Base Salary of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) Executive as of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, payable in the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive form of salary continuation payments in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during regular installments over the twelve (12) month period following the date of Executive's ’s Date of Termination in accordance with the Company’s normal payroll practices, and (2) provided that any termination of Executive’s employment (occurs on or after April 1st of the fiscal year of employment termination, a pro rata bonus for such fiscal year of employment termination based on the terms of the management bonus plan for such fiscal year and any such benefits actually received by paid when it would otherwise have been paid if the Executive continued to be employed (including as to any deferrals) but in no event shall it be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery paid later than March 15th of the Executive's written request for payment accompanied with fiscal year immediately following such evidence fiscal year of fees and expenses incurred as the Company reasonably may requireemployment termination.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of If the Executive's employment is terminated following a Change in Control and during the term of this AgreementTerm, including the Executive's termination of employment for Good Reason, unless such termination is other than (aA) by the Company for Cause, or (bB) by reason of death, Disability or Retirement, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the following amounts, and provide the Executive the following benefits (collectively, the “Severance Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof: (i) 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 (including pursuant to any employment agreement), the Company shall pay to the Executive a lump sum severance payment, in cash, equal to 1.5 times the sum of (x) the Executive's Death base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or Disabilitycircumstance constituting Good Reason, and (y) the average of Executive's annual bonus(es) or award(s) for the three (3) fiscal years pursuant to any cash bonus plan (but excluding the Company’s Long-Term Cash Plan (the “LTCP”)) maintained by the Company in respect of the fiscal years preceding the Date of Termination or, if higher, in respect of the fiscal years preceding the Change in Control. (ii) In lieu of any benefits continuation following Termination, the Company shall pay to Executive a lump sum payment, in cash, equal to the estimated cost of procuring for the Executive and his dependents: life, disability, accident and health insurance benefits for a period of two years following the Date of Termination. (iii) Notwithstanding any provision of any stock option plan, stock incentive plan, restricted stock plan or similar plan or agreement to the contrary, as of the Date of Termination, (x) the Executive shall be fully vested in all outstanding options to acquire stock of the Company (or the options of any parent, surviving, or acquiring company then held by the Executive) and all then outstanding restricted shares of stock of the Company and other equity-based awards (including restricted stock units of the Company) (or, in each case, such parent, surviving or acquiring company) held by the Executive, and (y) subject to any limitation on exercise in any such plan or agreement that may not be amended without stockholder approval, all options referred to in clause (x) above shall be immediately exercisable and shall remain exercisable until the earlier of (1) the second anniversary of the Date of Termination, or (2) the otherwise applicable expiration date of the term of such option. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Agreement, shall occur upon vesting pursuant to this Section 6(a)(iii), subject to any previous legally binding deferral election regarding such units. (iv) To the extent that the full vesting of any stock option, share of restricted stock or other equity-based award, or the full exercisability of any stock option or other equity-based award, provided for in Section 6(a)(iii) should violate any law, rule or regulation of any governmental authority or self-regulatory organization applicable to the Company, or to the extent otherwise determined by the Company in its sole discretion, the Company may, in lieu of providing any vesting or exercisability rights pursuant to Section 6(a)(iii), (x) cancel any or all of the Executive’s outstanding options in exchange for a lump sum payment, in cash, equal to the excess of the fair market value of the shares of stock underlying such options (whether or not vested or exercisable) on the Date of Termination (as reasonably determined by the Board in good faith) over the aggregate exercise price provided for in such stock options, and (y) repurchase any shares of restricted stock or other equity-based awards (including restricted stock units of the Company) at their fair market value (as determined by the Board without regard to the restrictions on such shares of stock). The lump sum payment provided for in this Section 6(a)(iv) shall be made, if at all, within thirty (30) days of the Date of Termination, with the payment date determined by the Company in its sole discretion. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Agreement, shall occur pursuant to this Section 6(a)(iv), subject to any previous legally binding deferral election regarding such units. (v) The Company shall pay to the Executive a lump sum amount, in cash, equal to the average of the actual annual bonus(es) or award(s) received by the Executive pursuant to any cash bonus plan (but excluding the Company’s LTCP) maintained by the Company in respect of the three (3) most recent fiscal years which occurred immediately prior to the Date of Termination, multiplied by a fraction, the numerator of which is the number of days in the current fiscal year through and including the Date of Termination, and the denominator of which is 365. The lump sum payment provided for in this Section 6(a)(v) shall be made, if at all, within thirty (30) days of the Date of Termination, with the payment date determined by the Company in its sole discretion. (vi) The Company shall provide the Executive with outplacement services suitable to the Executive's position not to exceed $40,000 in amount and in no event shall such amount be paid to Executive. For purposes of this Agreement, 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 within six (6) months prior to a Change in Control where the Change in Control was under consideration at the time of the following applicable termination event (x) the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with by the Company the consummation of which will constitute a Change in Control. without Cause, or (iy) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: terminates his employment for Good Reason within six (x6) the Executive's annual base salary in effect immediately prior to months of the occurrence of the event which constitutes Good Reason, or circumstance upon which if shorter, the Notice end of Termination is based or in effect immediately prior the Term. Notwithstanding anything herein to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for contrary, to the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationmaximum extent permitted by applicable law, the Company shall arrange Severance Payments and/or other benefits to provide the Executive with medical and dental insurance benefits substantially similar be made to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6(a) shall be reduced made in reliance upon Treasury Regulations promulgated under Section 409A of the Code, including Section 1.409A-1(b)(9) of the Treasury Regulations (including any exceptions from the application of Section 409A thereunder) and Section 1.409A-1(b)(4) of the Treasury Regulations. For this purpose, each Severance Payment shall be considered a separate and distinct payment for purposes of Section 409A of the Code. However, to the extent comparable benefits any such payments are actually received by or made available treated as non-qualified deferred compensation subject to Section 409A of the Executive without cost during the twelve Code, then (12a) month period following the no amount shall be payable pursuant to this Section 6(a) unless Executive's ’s termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (b) if Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the Severance Payments to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s Severance Payments shall not be provided to Executive prior to the earlier of (x) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in Section 1.409A-1(h) of the Treasury Regulations) or (y) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this paragraph shall be paid in a lump sum to the Executive, and any such benefits actually received by remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether the Executive shall be reported to is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Company by Code as of the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment time of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments his separation from service shall be made within five (5) business days after delivery by the Company in accordance with the terms of Section 409A of the Executive's written request for payment accompanied with such evidence Code and applicable guidance thereunder (including without limitation Section 1.409A-1(i) of fees the Treasury Regulations and expenses incurred as the Company reasonably may requireany successor provision thereto).

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of If the Executive's employment is terminated within two (2) years following a Change in Control and during the term of this AgreementTerm, including the Executive's termination of employment for Good Reason, unless such termination is other than (aA) by the Company for Cause, or (bB) by reason of death, Disability or Retirement, or (C) by the Executive's Death or Disability. The Executive's employment Executive without Good Reason, then the Company shall be deemed to have been terminated pay the Executive the following a amounts, and provide the Executive the following benefits (collectively, the “Change in Control by Severance Payments”), in addition to any payments and benefits to which the Company without Cause if the Executive's employment Executive is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a directionentitled under Section 4.9(b) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control.hereof: (i1) Within three (3) business days after In lieu of any further salary payments to the Executive for periods subsequent to the Date of TerminationTermination and in lieu of any severance benefit otherwise payable to the Executive (including pursuant to this Agreement), the Company shall make pay to the Executive a lump sum or monthlyseverance payment, at in cash, equal to two (2) times the Executive's option, cash severance payment to the Executive in an amount equal to: sum of (x) the Executive's annual base salary Base Salary as in effect immediately prior to the occurrence of the event or circumstance upon which the Notice Date of Termination is based or or, if higher, in effect immediately prior to the Change in Control; , and (y) a pro-rated portion the average of Executive's Targeted Annual Bonus annual bonus(es) or award(s) for the prior three (3) calendar years pursuant to any cash bonus plan (but excluding the Company's LTCP) maintained by the Company in respect of the fiscal year in which years preceding the Date of Termination occursor, if higher, in respect of the fiscal years preceding the Change in Control. (ii2) For In lieu of any benefits continuation following Termination, the Company shall pay a twelve lump sum payment, in cash, equal to the estimated cost of procuring for the Executive and his dependents: life, disability, accident and health insurance benefits for a period of two years following the Date of Termination. (123) month period after Notwithstanding any provision of any stock option plan, stock incentive plan, restricted stock plan or similar plan or agreement to the contrary, and subject to the last sentence of this Section 4.9(c)(3), as of the Date of Termination, (x) the Executive shall be fully vested in all outstanding options to acquire stock of the Company (or the options of any parent, surviving, or acquiring company then held by the Executive) and all then outstanding restricted shares of stock of the Company and other equity-based awards (including restricted stock units of the Company) (or, in each case, such parent, surviving or acquiring company) held by the Executive, and (y) subject to any limitation on exercise in any such plan or agreement that may not be amended without stockholder approval, all options referred to in clause (x) above shall arrange be immediately exercisable and shall remain exercisable until the earlier of (1) the third anniversary of the Date of Termination, or (2) the otherwise applicable expiration date of the term of such option. The foregoing provision shall not apply to extend the expiration date of any option that is outstanding (whether vested or unvested) as of the date hereof and that is intended to qualify as an “incentive stock option” under Section 422 of the Code. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Agreement, shall occur upon vesting pursuant to this Section 4.9(c)(3), subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Anything to the contrary herein notwithstanding, the vesting of any performance share units or performance-based restricted stock or restricted stock unit awards shall vest according to the terms of the applicable award agreement. (4) To the extent that the full vesting of any stock option, share of restricted stock or other equity-based award, or the full exercisability of any stock option or other equity-based award, provided for in Section 4.9(c)(3) should violate any law, rule or regulation of any governmental authority or self-regulatory organization applicable to the Company, or to the extent otherwise determined by the Company in its sole discretion, the Company may, in lieu of providing any vesting or exercisability rights pursuant to Section 4.9(c)(3), (x) cancel any or all of the Executive’s outstanding options in exchange for a lump sum payment, in cash, equal to the excess of the fair market value of the shares of stock underlying such options (whether or not vested or exercisable) on the Date of Termination (as reasonably determined by the Board in good faith) over the aggregate exercise price provided for in such stock options, and (y) repurchase any shares of restricted stock or other equity-based awards (including restricted stock units of the Company) at their fair market value (as determined by the Board without regard to the restrictions on such shares of stock). The lump sum payment provided for in this Section 4.9(c)(4) shall be made, if at all, within thirty (30) days of the Date of Termination, with the payment date determined by the Company in its sole discretion. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Agreement, shall occur pursuant to this Section 4.9(c)(4), subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. (5) The Company shall provide the Executive with medical and dental insurance benefits substantially similar outplacement services suitable to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (position not to exceed $50,000 in amount and any in no event shall such benefits actually received by the Executive shall amount be reported paid to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay 3.1 Subject to Section 3.2 hereof, if the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the Executive's Employee’s employment is terminated following a Change in Control and during the term of this AgreementTerm, including the Executive's termination of employment for Good Reason, unless such termination is other than (aA) by the Company for Cause, or (bB) by reason of the Executive's Death death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control , or (C) by the Employee without Good Reason, then the Company without Cause if shall pay the Executive's Employee the amounts, and provide the Employee the benefits, described in this Section 3.1 (“Severance Payments”), in addition to any payments and benefits to which the Employee is entitled with respect to employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination. (A) In lieu of any further salary payments to the Employee for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Employee, the Company shall make pay to the Employee a lump sum or monthlyseverance payment, at in cash, equal to one-half times the Executive's option, cash severance payment to the Executive in an amount equal to: sum of (xi) the Executive's annual Employee’s base salary as in effect immediately prior to the occurrence Date of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; Termination, and (yii) a pro-rated portion the Employee’s target annual bonus under any annual bonus or incentive plan maintained by the Company in respect of Executive's Targeted Annual Bonus for the fiscal year in which occurs the Date of Termination occursTermination. (iiB) For a twelve (12) the sixth month period after immediately following the Date of Termination, the Company shall arrange to provide the Executive with medical Employee and dental his dependents life, disability, accident and health insurance benefits substantially similar to those that provided to the Executive is receiving Employee and his dependents immediately prior to the Notice Date of Termination, at no greater after-tax cost to the Employee than the after-tax cost to the Employee immediately prior to such date. Benefits otherwise receivable by the Executive Employee pursuant to this Section 5.1(ii3.1(B) shall be reduced to the extent comparable benefits of the same type are actually received by or made available to the Executive without cost Employee during the twelve (12) six month period following the Executive's Employee’s termination of employment (and any such benefits actually received by or made available to the Executive Employee shall be reported to the Company by the ExecutiveEmployee); provided, however, that the Company shall reimburse the Employee for the excess, if any, of the after tax cost of such benefits to the Employee over such cost immediately prior to the Date of Termination. 5.2 The (C) Notwithstanding any provision of any annual incentive plan to the contrary, the Company also shall pay to the Executive all legal fees Employee an amount, in cash, equal to the sum of (i) any unpaid incentive compensation which has been allocated or awarded to the Employee for a completed fiscal year preceding the Date of Termination under any such plan and expenses incurred which, as of the Date of Termination, is contingent only upon the continued employment of the Employee to a subsequent date, and (ii) a pro rata portion to the Date of Termination of the Amount the Employee would have earned with respect to the year in which the Date of Termination occurs, calculated by multiplying the award that the Employee would have earned for such year, based upon the actual level of achievement of the performance goals established with respect to such award, by the Executive fraction obtained by dividing the number of full months and any fractional portion of a month during such year through the Date of Termination by twelve (12). (A) Notwithstanding any other provisions of this Agreement, in disputing the non-event that any payment of Severance Payments or benefit received or to be received by the Employee (including any payment or benefit received in connection with a Change in Control or the termination which entitles of the Executive Employee’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the Excise Tax, then, 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, the portion of the Total Payments that does not constitute deferred compensation within the meaning of section 409A of the Code shall first be reduced and the portion of the Total Payments that does constitute deferred compensation within the meaning of section 409A of the Code shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (B) 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 Employee shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Employee, 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, in the opinion of Tax Counsel, 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 in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (C) At the time that payments are made under this Agreement, the Company shall provide the Employee 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 Tax Counsel or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). Such payments If the Employee objects to the Company’s calculations, the Company shall pay to the Employee such portion of the Severance Payments (up to 100% thereof) as the Employee determines is necessary to result in the proper application of subsection A of this Section 3.2. 3.3 Subject to the provisions of Section 12 hereof, the payment provided in subsections (A) and (C) of Section 3.1 hereof shall be made within five (5) not later than the fifth business days after delivery day following the Date of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may requireTermination.

Severance Payments. 5.1 The 6.1 If the Executive’s employment is terminated following a Change in Control and during the term of this Agreement, unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability or (iii) by the Executive without Good Reason, and provided that the seven-day revocation period described in Section 6.6 has expired without revocation of the Release and Waiver by the Executive, the Company shall pay the Executive the payments described in this Section 5.1 6.1 ("the “Severance Payments"”) upon in addition to the termination of the Executive's employment following a Change payments and benefits described in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is Sections 5.1 and 5.2 hereof (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disabilitybut not Section 5.3 hereof). The Executive's ’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 ’s employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in ControlControl 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 of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person. (iA) Within three (3) business days after In lieu of any further salary payments to the Executive for periods subsequent to the Date of TerminationTermination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall make pay to the Executive a lump sum or monthlyseverance payment, at in cash, equal to two times the Executive's option, cash severance payment ’s annual base salary as approved by the Compensation Committee of the Board to be paid to the Executive in an amount equal to: (x) or, if the Executive's ’s annual base salary in effect immediately prior is not presented for approval at the Compensation Committee level, then as otherwise established by J. ▇▇▇▇ or one of its Subsidiaries) with respect to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (B) Notwithstanding any provision of any Bonus Plan, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any incentive compensation which has been allocated or awarded to the Executive for a completed year or other measuring period preceding the Date of Termination under any such Bonus Plan but has not yet been paid (pursuant to Section 5.2 hereof or otherwise), and (ii) a pro rata portion to the Date of Termination of the maximum bonus amount payable to the Executive under all Bonus Plans with respect to the year (or any portion thereof) in which the Date of Termination occurs, treating any and all performance goals under such Bonus Plans as having been met and calculated by multiplying such maximum bonus amount by a fraction, the numerator of which is the number of days in such year (or portion thereof) which elapsed to the Date of Termination and the denominator of which is the number of days in such year (or portion thereof). (C) For a twelve twenty-four (1224) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical life, disability, accident and dental health insurance benefits substantially similar to those that the life, disability, accident and health insurance benefits which the Executive is receiving immediately prior to the Notice of TerminationTermination (without giving effect to any reduction in such benefits subsequent to a Change in Control which reduction constitutes Good Reason). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6.1(C) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve twenty-four (1224) month period following the Executive's ’s termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 6.2 The payments provided for in Section 6.1 (other than Section 6.1(C)) hereof shall be made not later than the fifth (5th) day following the expiration of the seven-day revocation period described in Section 6.6 without revocation of the Release and Waiver by the Executive, unless the Company also determines in good faith that such payments are required to be delayed for a period of six (6) months in order to satisfy the requirements of Internal Revenue Code §409A(a)(2)(B)(i), in which case the Company shall so advise the Executive, and such payments shall be made on the earlier of (i) six (6) months after the Date of Termination or (ii) the death of the Executive. 6.3 If the Executive’s employment is terminated following a Change in Control and during the term of this Agreement, unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability or (iii) by the Executive without Good Reason, all outstanding stock options held by the Executive for the purchase of shares of Common Stock of J. ▇▇▇▇ shall immediately become vested in full. The Executive agrees not to exercise the portion of such stock options for which vesting has been accelerated until the seven-day revocation period described in Section 6.6 has expired without revocation of the Release and Waiver by the Executive, and any such exercise before the seven-day revocation period has expired without revocation of the Release and Waiver by the Executive shall be null and void. 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 prior to a Change in Control without Cause 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 of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person. (i) If any payment or benefit made available to the Executive in connection with a Change in Control (including, without limitation, any payment made pursuant to any long-term incentive plans, stock option or equity participation right plans) or termination of the Executive’s employment following a Change in Control (in either category, a “Change in Control Payment”) is subject to the Excise Tax (as hereinafter defined), the Company shall pay to the Executive additional amounts (the “Gross Up Amounts”) such that the total amount of all legal fees and expenses incurred by Change in Control Payments net of the Excise Tax shall equal the total amount of all Change in Control Payments to which the Executive in disputing would have been entitled if the non-payment Excise Tax had not been imposed. For purposes of Severance Payments in connection with a termination which entitles this Section 6.4, the Executive to Severance Payments. Such payments term “Excise Tax” shall be made within five (5) business days after delivery mean the tax imposed by Section 4999 of the Executive's written request for payment accompanied with such evidence of fees Code and expenses incurred as the Company reasonably any similar tax that may requirehereafter be imposed.

Severance Payments. 5.1 The 6.1 Subject to Section 6.2 hereof, the Company or Nobel shall pay the Executive the payments described in this Section 5.1 6.1 (the "Severance Payments") upon the termination of the Executive's employment following a Change in Control and during the term of this AgreementTerm, including in addition to any payments and benefits to which the Executive's termination of employment for Good ReasonExecutive is entitled under Section 5 hereof, unless such termination is (ai) by the Company for Cause, or (bii) by reason of death, Disabili ty, or (iii) by the Executive's Death or DisabilityExecutive without Good Reason. The For purposes of this Agreement, 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 (i) the Executive's employment is terminated by the Company without Cause prior to a Change in Control without Cause (which actually occurs during the Term of this Agreement) and such termination was at the request or direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will would constitute a Change in Control. , (iii) Within three the Executive terminates his employment with Good Reason prior to a Change in Control (3which actually occurs during the Term of this Agreement) business days after and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive's employment is terminated by the Company without Cause prior to a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement. For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Committee by clear and convincing evidence that such position is not correct. In lieu of any further salary payments to the Executive for periods subsequent to the Date of TerminationTermination and in lieu of any severance benefit otherwise payable to the Executive (whether under any employment agreement, severance plan or otherwise), the Company or Nobel shall make pay to the Executive a lump sum or monthlyseverance payment, at in cash, equal to two times the Executive's option, cash severance payment to the Executive in an amount equal to: (x) higher of the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or and the Executive's annual base salary in effect immediately prior to the Change in Control; and (y) . The multiple of "two" used in calculating the lump sum severance payment under the immediately preceding paragraph shall be subject to reduction as follows: The "two" shall stand for a pro-rated portion deemed severance period of two years, which shall be reduced for any period of the Executive's Targeted Annual Bonus for employment by the fiscal year Company which follows a Change in which Control up to and including the Date of Termination occurshereunder (even if the Date of Termination is an extended Date of Termination pursuant to Section 7.3 hereof). For example, if the Executive terminates his employment for Good Reason and his Date of Termination is 364 days after the Change in Control, the multiple of "two" will be reduced to a multiple of "one and 1/365". (A) 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 Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Nobel, the Company, any Person whose actions result in a Change in Control or any Person affiliated with Nobel, the Company or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter called "Total Payments") would not be deductible (in whole or part), by Nobel, the Company, an affiliate or Person making such payment or providing such benefit as a result of section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and 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), the Severance Payments shall be reduced (if necessary, to zero). (B) For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing at such time and in such manner that such portion does not constitute a "payment" within the meaning of section 280G(b) of the Code shall be taken into account, (ii) For no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company's or Nobel's independent auditor (the "Auditor"), does not constitute a twelve "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, (12iii) month period the Severance Payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of section 280G of the Code, in the opinion of Tax Counsel, and (iv) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (C) If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive, Nobel and the Company in applying the terms of this Section 6.2, the aggregate "parachute payments" paid to or for the Executive's benefit are in an amount that would result in any portion of such "parachute payments" not being deductible by reason of section 280G of the Code, then the Executive shall have an obligation to pay the Company (or Nobel, whichever is the lender) upon demand an amount equal to the lesser of the Severance Payments or the sum of (i) the excess of the aggregate "parachute payments" paid to or for the Executive's benefit over the aggregate "parachute payments" that could have been paid to or for the Executive's benefit without any portion of such "parachute payments" not being deductible by reason of section 280G of the Code; and (ii) interest on the amount set forth in clause (i) of this sentence at the rate provided in section 1274(b)(2)(B) of the Code from the date of the Executive's receipt of such excess until the date of such payment. 6.3 The payments provided in Section 6.1 hereof shall be made not later than the fifth day following the Date of Termination; provided, however, that if the amounts of such payments, and the limitation on such payments set forth in Section 6.2 hereof, cannot be finally determined on or before such day, Nobel or the Company shall pay to the Executive on such day an estimate, as determined in good faith by Nobel or the Company, as the case may be, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest on the unpaid remainder (or on all such payments to the extent Nobel and the Company fail to make such payments when due) at 120` of 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 payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by Nobel (or the Company, as the case may be) to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at 120% of the rate provided in section 1274(b)(2)(B) of the Code). At the time that payments are made under this Section, Nobel (or the Company, as the case may be) shall arrange to provide the Executive with medical a written statement setting forth the manner in which such payments were calculated and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to basis for such calculations including, without limitation, any opinions or other advice Nobel (or the Notice of Termination. Benefits otherwise receivable by Company, as the Executive pursuant to this Section 5.1(iicase may be) shall be reduced to has received from Tax Counsel, the extent comparable benefits are actually received by Auditor or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment other advisors or consultants (and any such benefits actually received by the Executive opinions or advice which are in writing shall be reported attached to the Company by the Executivestatement). 5.2 6.4 The Company or Nobel also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the non-payment termination of Severance Payments the Executive's employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with a termination which entitles 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; provided, however, that such payment shall be made only if the Executive to Severance Paymentsshall ultimately prevail on one or more of the substantive issues involved in the controversy. Such payments shall be made within five (5) business days after delivery of the Executive's written request requests for payment accompanied with such evidence of fees and expenses incurred (and the ultimate disposition of the controversy) as the Company reasonably may require. 6.5 Any obligation to pay, or to provide a benefit for, the Executive under the provisions of this Agreement which is stated to be the obligation of either Nobel or the Company shall be the joint and several obligation of both Nobel and the Company.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of If the Executive's employment is terminated following a Change in Control and during the term of this AgreementTerm, including the Executive's termination of employment for Good Reason, unless such termination is other than (aA) by the Company for Cause, or (bB) by reason of death, Disability or Retirement, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the following amounts, and provide the Executive the following benefits (collectively, the “Severance Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof: (i) The Company shall pay to the Executive a lump sum severance payment, in cash, equal to 1.5 times the sum of (x) the Executive's Death base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or Disabilitycircumstance constituting Good Reason, and (y) the average of Executive's annual bonus(es) or award(s) for the three (3) fiscal years (or such shorter number of full fiscal years during which Executive was employed by the Company or its successor) pursuant to any cash bonus plan maintained by the Company in respect of the fiscal years preceding the Date of Termination or, if higher, in respect of the fiscal years preceding the Change in Control (or if Executive shall not have been employed for a full fiscal year as of the Date of Termination, the amount of the applicable annual bonus in effect for the Executive as of the Date of Termination, or if greater, the date of the Change in Control, that would have been earned if results for that portion of the fiscal year in which the Date of Termination or Change of Control, as applicable, occurs were annualized). (ii) The Company shall pay to Executive a lump sum payment, in cash, equal to the estimated cost of procuring for the Executive and his dependents: life, disability, accident and health insurance benefits for a period of two years following the Date of Termination. The Executive will continue to be eligible to elect any statutory continuation rights or any portability rights the Executive may have, in accordance with the applicable requirements of such rights, at the sole cost of the Executive, and the duration of any continuation rights shall not be extended by this Agreement. For purposes of this subparagraph (ii), the Company may modify or discontinue the payment contemplated by this Agreement to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). (iii) Notwithstanding any provision of any stock option plan, stock incentive plan, restricted stock plan or similar plan or agreement to the contrary, as of the Date of Termination, (x) the Executive shall be fully vested in all outstanding options to acquire stock of the Company (or the options of any parent, surviving, or acquiring company then held by the Executive) and all then outstanding restricted shares of stock of the Company and other equity-based awards (including restricted stock units of the Company and, except as otherwise provided in the applicable award agreement, any awards subject to performance-vesting conditions shall be settled assuming the “target” level of performance shall have been achieved) (or, in each case, such parent, surviving or acquiring company) held by the Executive, and (y) subject to any limitation on exercise in any such plan or agreement that may not be amended without stockholder approval, all options referred to in clause (x) above shall be immediately exercisable and shall remain exercisable until the earlier of (1) the second anniversary of the Date of Termination, or (2) the otherwise applicable expiration date of the term of such option. For the avoidance of doubt, settlement of any restricted stock units (including performance units), the vesting of which is accelerated pursuant to this Agreement, shall occur upon vesting pursuant to this Section 6(a)(iii), subject to any previous legally binding deferral election regarding such units. (iv) To the extent that the full vesting of any stock option, share of restricted stock or other equity-based award, or the full exercisability of any stock option or other equity-based award, provided for in Section 6(a)(iii) should violate any law, rule or regulation of any governmental authority or self-regulatory organization applicable to the Company, or to the extent otherwise determined by the Company in its sole discretion, the Company may, in lieu of providing any vesting or exercisability rights pursuant to Section 6(a)(iii), (x) cancel any or all of the Executive’s outstanding options in exchange for a lump sum payment, in cash, equal to the excess of the fair market value of the shares of stock underlying such options (whether or not vested or exercisable) on the Date of Termination (as reasonably determined by the Board in good faith) over the aggregate exercise price provided for in such stock options, and (y) repurchase any shares of restricted stock or other equity-based awards (including restricted stock units of the Company) at their fair market value (as determined by the Board without regard to the restrictions on such shares of stock). For the avoidance of doubt, settlement of any restricted stock units (including performance units), the vesting of which is accelerated pursuant to this Agreement, shall occur pursuant to this Section 6(a)(iv), subject to any previous legally binding deferral election regarding such units. (v) The Company shall pay to the Executive a lump sum amount, in cash, equal to the average of the actual annual bonus(es) or award(s) received by the Executive pursuant to any cash bonus plan maintained by the Company in respect of the three (3) most recent fiscal years which occurred immediately prior to the Date of Termination (or such shorter number of full fiscal years during which Executive was employed by the Company or its successor) (or if Executive shall not have been employed for a full fiscal year as of the Date of Termination, the amount of the applicable bonus in effect for the Executive as of the Date of Termination, or if greater, the date of the Change in Control that would have been earned if results for that portion of the fiscal year in which the Date of Termination or Change of Control, as applicable, occurs were annualized), multiplied by a fraction, the numerator of which is the number of days in the current fiscal year through and including the Date of Termination, and the denominator of which is 365. (vi) The Company shall provide the Executive with outplacement services suitable to the Executive's position not to exceed $40,000 in amount and in no event shall such amount be paid to Executive. For purposes of this Agreement, 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 within six (6) months prior to a Change in Control where the Change in Control was under consideration at the time of the following applicable termination event (x) the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with by the Company the consummation of which will constitute a Change in Control. without Cause, or (iy) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: terminates his employment for Good Reason within six (x6) the Executive's annual base salary in effect immediately prior to months of the occurrence of the event which constitutes Good Reason, or circumstance upon which if shorter, the Notice end of Termination is based or in effect immediately prior the Term. Notwithstanding anything herein to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for contrary, to the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationmaximum extent permitted by applicable law, the Company shall arrange Severance Payments and/or other benefits to provide the Executive with medical and dental insurance benefits substantially similar be made to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6(a) shall be reduced made in reliance upon Treasury Regulations promulgated under Section 409A of the Code, including Section 1.409A-1(b)(9) of the Treasury Regulations (including any exceptions from the application of Section 409A thereunder) and Section 1.409A-1(b)(4) of the Treasury Regulations. For this purpose, each Severance Payment shall be considered a separate and distinct payment for purposes of Section 409A of the Code. However, to the extent comparable benefits any such payments are actually received by or made available treated as non-qualified deferred compensation subject to Section 409A of the Executive without cost during the twelve Code, then (12a) month period following the no amount shall be payable pursuant to this Section 6(a) unless Executive's ’s termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (b) if Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the Severance Payments to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s Severance Payments shall not be provided to Executive prior to the earlier of (x) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in Section 1.409A-1(h) of the Treasury Regulations) or (y) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this paragraph shall be paid in a lump sum to the Executive, and any such benefits actually received by remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether the Executive shall be reported to is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Company by Code as of the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment time of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments his separation from service shall be made within five (5) business days after delivery by the Company in accordance with the terms of Section 409A of the Executive's written request for payment accompanied with such evidence Code and applicable guidance thereunder (including without limitation Section 1.409A-1(i) of fees the Treasury Regulations and expenses incurred as the Company reasonably may requireany successor provision thereto).

Severance Payments. 5.1 The 6.1 If the Executive’s employment is terminated following a Change in Control and during the term of this Agreement, unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability or (iii) by the Executive without Good Reason, and provided that the seven-day revocation period described in Section 6.6 has expired without revocation of the Release and Waiver by the Executive, the Company shall pay the Executive the payments described in this Section 5.1 6.1 ("the “Severance Payments"”) upon in addition to the termination of the Executive's employment following a Change payments and benefits described in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is Sections 5.1 and 5.2 hereof (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disabilitybut not Section 5.3 hereof). The Executive's ’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 ’s employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in ControlControl 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 of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person. (iA) Within three (3) business days after In lieu of any further salary payments to the Executive for periods subsequent to the Date of TerminationTermination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall make pay to the Executive a lump sum or monthlyseverance payment, at in cash, equal to (i) two times the Executive's option, cash severance payment ’s annual base salary as approved by the Compensation Committee of the Board to be paid to the Executive in an amount equal to: (x) or, if the Executive's ’s annual base salary in effect immediately prior is not presented for approval at the Compensation Committee level, then as otherwise established by J. ▇▇▇▇ or one of its Subsidiaries) with respect to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs, plus (ii) two times the target bonus amount payable to the Executive under all Bonus Plans with respect to the year (or any portion thereof) in which the Date of Termination occurs, treating any and all performance goals under such Bonus Plans as having been met. (B) Notwithstanding any provision of any Bonus Plan, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any incentive compensation which has been allocated or awarded to the Executive for a completed year or other measuring period preceding the Date of Termination under any such Bonus Plan but has not yet been paid (pursuant to Section 5.2 hereof or otherwise), and (ii) a pro rata portion to the Date of Termination of the maximum bonus amount payable to the Executive under all Bonus Plans with respect to the year (or any portion thereof) in which the Date of Termination occurs, treating any and all performance goals under such Bonus Plans as having been met and calculated by multiplying such maximum bonus amount by a fraction, the numerator of which is the number of days in such year (or portion thereof) which elapsed to the Date of Termination and the denominator of which is the number of days in such year (or portion thereof). (C) For a twelve twenty-four (1224) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical life, disability, accident and dental health insurance benefits substantially similar to those that the life, disability, accident and health insurance benefits which the Executive is receiving immediately prior to the Notice of TerminationTermination (without giving effect to any reduction in such benefits subsequent to a Change in Control which reduction constitutes Good Reason). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6.1(C) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve twenty-four (1224) month period following the Executive's ’s termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 6.2 The payments provided for in Section 6.1 (other than Section 6.1(C)) hereof shall be made not later than the fifth (5th) day following the expiration of the seven-day revocation period described in Section 6.6 without revocation of the Release and Waiver by the Executive, unless the Company also determines in good faith that such payments are required to be delayed for a period of six (6) months in order to satisfy the requirements of Internal Revenue Code §409A(a)(2)(B)(i), in which case the Company shall so advise the Executive, and such payments shall be made on the earlier of (i) six (6) months after the Date of Termination or (ii) the death of the Executive. 6.3 If the Executive’s employment is terminated following a Change in Control and during the term of this Agreement, unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability or (iii) by the Executive without Good Reason, all outstanding stock options held by the Executive for the purchase of shares of Common Stock of J. ▇▇▇▇ shall immediately become vested in full. The Executive agrees not to exercise the portion of such stock options for which vesting has been accelerated until the seven-day revocation period described in Section 6.6 has expired without revocation of the Release and Waiver by the Executive, and any such exercise before the seven-day revocation period has expired without revocation of the Release and Waiver by the Executive shall be null and void. 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 prior to a Change in Control without Cause 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 of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person. (i) If any payment or benefit made available to the Executive in connection with a Change in Control (including, without limitation, any payment made pursuant to any long-term incentive plans, stock option or equity participation right plans) or termination of the Executive’s employment following a Change in Control (in either category, a “Change in Control Payment”) is subject to the Excise Tax (as hereinafter defined), the Company shall pay to the Executive additional amounts (the “Gross Up Amounts”) such that the total amount of all legal fees and expenses incurred by Change in Control Payments net of the Excise Tax shall equal the total amount of all Change in Control Payments to which the Executive in disputing would have been entitled if the non-payment Excise Tax had not been imposed. For purposes of Severance Payments in connection with a termination which entitles this Section 6.4, the Executive to Severance Payments. Such payments term “Excise Tax” shall be made within five (5) business days after delivery mean the tax imposed by Section 4999 of the Executive's written request for payment accompanied with such evidence of fees Code and expenses incurred as the Company reasonably any similar tax that may requirehereafter be imposed.

Severance Payments. 5.1 In addition to the payments provided in Section 4.4.1, if the Executive’s employment is terminated by the Company without Cause, or if, within three months before, or 12 months following, a Change in Control (as defined below), the Executive resigns for Good Reason, then the Company shall provide the following benefits: 4.4.2.1 The Company shall continue to pay the Executive’s base salary until the end of the period following the termination or resignation of the Executive equal to nine (9) months (the “Compensation Severance Period”). Such severance payments shall be subject to standard deductions and withholdings and paid in accordance with the Company’s regular payroll policies and practices. For purposes of calculating the amount to be paid pursuant this Section 4.4.2.1, the Company shall use the Executive’s base compensation in effect on the date of such termination or resignation. 4.4.2.2 Each month during the Compensation Severance Period, the Company shall pay the Executive an amount equal to one-twelfth (1/12th) of the payments described in this Section 5.1 greater of ("Severance Payments"i) upon the average of the three annual bonuses paid to the Executive by the Company prior to the date of termination or resignation, (ii) the last annual bonus paid to the Executive by the Company prior to the date of termination or resignation, or (iii) if the termination of occurs within the Executive's employment first twelve 12 months following a Change in Control during the term Effective Date of this Agreement, including then the Executive's Target Bonus Amount. Such payment shall be subject to standard deductions and withholdings and paid in equal monthly installments over the Compensation Severance Period in accordance with the Company’s regular payroll policies and practices. 4.4.2.3 The vesting of each Company equity award held by Executive shall accelerate on such date of termination by the number of employment for Good Reason, unless such termination is (a) shares that would have vested had Executive remained employed by the Company until the end of the period following the termination or resignation of the Executive equal to twelve (12) months (the “Benefit Severance Period”), and, during the Benefit Severance Period, Executive shall have continued exercisability of each Company stock option and stock appreciation right held by the Executive (if any). Notwithstanding the foregoing, if a stock option or stock appreciation right was held by the Executive on the Effective Date and counsel for Causethe Company has not advised the Company that such continued stock option exercisability would not cause such stock option to be treated as covered by Section 409A of the Code or would not cause the Executive to become subject to the immediate taxation prior to the date of exercise, additional tax and interest under Section 409A of the Code, then any such stock option or stock appreciation right then held by Executive shall remain exercisable until the earlier of (1) the end of the Benefit Severance Period or (2) the later of the 15th day of the third month following the date at which, or December 31 of the calendar year in which, the stock option would otherwise have expired if the stock option had not been extended pursuant to this Section 4.4.2.3 (bbased on the terms of the stock option at the original grant date); provided, however, that such stock options shall not be exercisable after the expiration of its maximum term. Nothing in this Section 4.4.2.3 prohibits the Company or a successor organization (or its parent) by reason from causing such awards to terminate in connection with a merger, consolidation or other corporate transaction pursuant to the terms of the applicable equity plan or award agreements. 4.4.2.4 Assuming the Executive timely and accurately elects to continue his health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the COBRA premiums for the Executive and his or her qualified beneficiaries until the earliest of (i) the end of the Benefit Severance Period, (ii) the expiration of the Executive's Death ’s continuation coverage under COBRA and any applicable state COBRA-like statute that provides mandated continuation coverage or Disability. The Executive's employment shall be deemed to have been terminated following (iii) the date the Executive becomes eligible for health insurance benefits of a Change in Control by subsequent employer. 4.4.2.5 In the Company without Cause if event the Executive's employment is terminated Executive resigns with Good Reason prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthlypayments described in Sections 4.4.2.1, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to 4.4.2.2 and 4.4.2.4 will commence as soon as administratively practicable following the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for otherwise the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period payments will commence as soon administratively practicable following the Executive's ’s termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive)or resignation. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The 6.1 If the Executive’s employment is terminated following a Change in Control and during the term of this Agreement, unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability or (iii) by the Executive without Good Reason, and provided that the seven-day revocation period described in Section 6.6 has expired without revocation of the Release and Waiver by the Executive, the Company shall pay the Executive the payments described in this Section 5.1 6.1 ("the “Severance Payments"”) upon in addition to the termination of the Executive's employment following a Change payments and benefits described in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is Sections 5.1 and 5.2 hereof (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disabilitybut not Section 5.3 hereof). The Executive's ’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 ’s employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in ControlControl 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 of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person. (iA) Within three (3) business days after In lieu of any further salary payments to the Executive for periods subsequent to the Date of TerminationTermination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall make pay to the Executive a lump sum or monthlyseverance payment, at in cash, equal to (i) two times the Executive's option, cash severance payment ’s annual base salary as approved by the Compensation Committee of the Board to be paid to the Executive in an amount equal to: (x) or, if the Executive's ’s annual base salary in effect immediately prior is not presented for approval at the Compensation Committee level, then as otherwise established by J. ▇▇▇▇ or one of its Subsidiaries) with respect to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs, plus (ii) two times the maximum bonus amount payable to the Executive under all Bonus Plans with respect to the year (or any portion thereof) in which the Date of Termination occurs, treating any and all performance goals under such Bonus Plans as having been met. (B) Notwithstanding any provision of any Bonus Plan, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any incentive compensation which has been allocated or awarded to the Executive for a completed year or other measuring period preceding the Date of Termination under any such Bonus Plan but has not yet been paid (pursuant to Section 5.2 hereof or otherwise), and (ii) a pro rata portion to the Date of Termination of the maximum bonus amount payable to the Executive under all Bonus Plans with respect to the year (or any portion thereof) in which the Date of Termination occurs, treating any and all performance goals under such Bonus Plans as having been met and calculated by multiplying such maximum bonus amount by a fraction, the numerator of which is the number of days in such year (or portion thereof) which elapsed to the Date of Termination and the denominator of which is the number of days in such year (or portion thereof). (C) For a twelve twenty-four (1224) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical life, disability, accident and dental health insurance benefits substantially similar to those that the life, disability, accident and health insurance benefits which the Executive is receiving immediately prior to the Notice of TerminationTermination (without giving effect to any reduction in such benefits subsequent to a Change in Control which reduction constitutes Good Reason). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6.1(C) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve twenty-four (1224) month period following the Executive's ’s termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 6.2 The payments provided for in Section 6.1 (other than Section 6.1(C)) hereof shall be made not later than the fifth (5th) day following the expiration of the seven-day revocation period described in Section 6.6 without revocation of the Release and Waiver by the Executive, unless the Company also determines in good faith that such payments are required to be delayed for a period of six (6) months in order to satisfy the requirements of Internal Revenue Code §409A(a)(2)(B)(i), in which case the Company shall so advise the Executive, and such payments shall be made on the earlier of (i) six (6) months after the Date of Termination or (ii) the death of the Executive. 6.3 If the Executive’s employment is terminated following a Change in Control and during the term of this Agreement, unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability or (iii) by the Executive without Good Reason, all outstanding stock options held by the Executive for the purchase of shares of Common Stock of J. ▇▇▇▇ shall immediately become vested in full. The Executive agrees not to exercise the portion of such stock options for which vesting has been accelerated until the seven-day revocation period described in Section 6.6 has expired without revocation of the Release and Waiver by the Executive, and any such exercise before the seven-day revocation period has expired without revocation of the Release and Waiver by the Executive shall be null and void. 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 prior to a Change in Control without Cause 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 of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person. (i) If any payment or benefit made available to the Executive in connection with a Change in Control (including, without limitation, any payment made pursuant to any long-term incentive plans, stock option or equity participation right plans) or termination of the Executive’s employment following a Change in Control (in either category, a “Change in Control Payment”) is subject to the Excise Tax (as hereinafter defined), the Company shall pay to the Executive additional amounts (the “Gross Up Amounts”) such that the total amount of all legal fees and expenses incurred by Change in Control Payments net of the Excise Tax shall equal the total amount of all Change in Control Payments to which the Executive in disputing would have been entitled if the non-payment Excise Tax had not been imposed. For purposes of Severance Payments in connection with a termination which entitles this Section 6.4, the Executive to Severance Payments. Such payments term “Excise Tax” shall be made within five (5) business days after delivery mean the tax imposed by Section 4999 of the Executive's written request for payment accompanied with such evidence of fees Code and expenses incurred as the Company reasonably any similar tax that may requirehereafter be imposed.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of If the Executive's employment following a Change in Control is terminated during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is Term (a) by the Company without Cause (as defined below) or by the Executive for Cause, Good Reason (as defined below) or (b) by reason of death or Disability (as 1 QB\42551526.3 defined below), and the Executive's Death or Disability. The Executive's employment shall be deemed Executive executes a separation agreement with a release of claims agreeable to have been terminated following a Change in Control by the Company without Cause if (to the Executive's employment extent the Executive is terminated prior physically and mentally capable to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into execute such an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Terminationagreement), then the Company shall make a lump sum or monthlypay the Executive the amounts, at and provide the Executive's optionExecutive the benefits, cash severance payment described in Section 2.2 (the “Severance Payments”). The Company shall pay to the Executive in as severance, an amount in cash equal to: to the sum of (xi) the Executive's annual base salary in effect immediately prior at the time such termination occurs, to be paid in equal semi-monthly installments over the occurrence of Non-Competition Period (as defined below), and (ii) the event or circumstance upon annual bonus to which the Notice of Termination Executive is based or in effect immediately prior entitled with respect to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date termination occurs under the annual bonus plan, currently referred to as the Management Incentive Plan, maintained by the Company in an amount determined as if the Company had achieved 100% of Termination the applicable performance goals set by the Board of Directors of the Company for such fiscal year, which shall be paid in a single lump sum to the Executive on or before the December 31st following the end of such fiscal year in which termination occurs. (ii) . Notwithstanding the foregoing, if payment in accordance with the preceding sentence would subject the Executive to tax under section 409A of the Internal Revenue Code of 1986, as amended, then payment will be suspended until the first date as of which payment can be made without subjecting the Executive to such tax. For a twelve (the 12) -month period after the Date of Terminationimmediately following such termination, the Company shall arrange to provide the Executive with medical and dental Executive's dependents insurance benefits substantially similar to those that provided to the Executive is receiving and his dependents by the Company immediately prior to the Notice date of Terminationtermination, at no greater cost to the Executive than the cost to the Executive immediately prior to such date. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii2.2(b) shall cease immediately upon the discovery by the Company of the Executive's breach of the covenants contained in Sections 5 or 6 hereof. In addition, benefits otherwise receivable by the Executive pursuant to this Section 2.2(b) shall be reduced to the extent comparable benefits of the same type are actually received by or made available to the Executive without cost during the twelve (12) -month period following the Executive's termination of employment (and any such benefits actually received by or made available to the Executive shall be reported to the Company by the Executive). 5.2 The ; provided, however, that the Company also shall pay reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive all legal fees over such cost immediately prior to the date of termination. If in the period that begins sixty (60) days prior to the occurrence of a Change in Control (or, if earlier, upon the signing of a definitive agreement to enter into an event that actually results in a Change in Control) and expenses incurred ends upon the first anniversary of such Change in Control, QB\42551526.3 Executive's employment is terminated by the Company without Cause (and not due to death or Disability) or by Executive for Good Reason (such termination, a “Change in disputing Control Termination”), and the non-payment of Severance Payments in connection Executive executes a separation agreement with a termination which entitles release of claims agreeable to the Company (to the extent the Executive is physically and mentally capable to Severance Payments. Such payments execute such an agreement), then the Executive shall be made within five entitled to the payments and benefits set forth in Section 2.2 above and in addition, to accelerated vesting of all unvested outstanding time-based equity awards and all outstanding unvested performance-based equity awards (5at target) business days after delivery to Executive; in each case as more fully set forth in the applicable award agreements and provided that as a condition precedent for Executive to be entitled to these equity awards, she shall comply with the provisions of Section 5 below. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, or local law and any additional withholding to which the Executive has agreed. If the Executive's written request for payment accompanied employment with such evidence of fees and expenses incurred as the Company reasonably may requireterminates during the Term, the Executive shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Section 2.

Severance Payments. 5.1 The Company shall pay In the Executive the payments described in this Section 5.1 ("Severance Payments") upon the event of any termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if under Section 4(b) or by the Executive for Good Reason under Section 4(c), the Company will pay the Executive, in addition to Final Compensation, the following (the "Severance Benefits"): (i) the Base Salary for a period of twelve (12) months following the date of termination (such period, the "Severance Period" and such payments, the "Severance Payments"), provided in the event the Executive is entitled to any Garden Leave Pay (as defined in the Restrictive Covenant Agreement), the Severance Payments received in any calendar year will be reduced by the amount of Garden Leave Pay the Executive is paid in the same such calendar year pursuant to the Restrictive Covenant Agreement; (ii) the Target Bonus for the year of termination , prorated for the number of days during the year in which the Executive's employment is terminated prior to a Change in Control without Cause at terminates that the direction (or action which constitutes a direction) of a Person who has entered into an agreement with Executive was employed by the Company the consummation of which will constitute (based upon a Change in Control.365-day year); and (iiii) Within three in the event the Executive timely elects to continue the Executive's coverage and, if applicable , that of the Executive's eligible dependents in the Company's group health plans under the federal law known as "COBRA" or similar state law (3) business days after the Date of Terminationtogether, "COBRA"), the Company shall make pay the Executive a lump sum or monthlymonthly amount equal to the portion of the monthly health premiums paid by the Company on the behalf of active employees and, at if applicable, their eligible dependents until the earlier of (A) the conclusion of the Severance Period and (B) the date that the Executive and, if applicable , the Executive's option, cash severance payment eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms (the "Health Continuation Benefits"). The Executive consents to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence deduction of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated remaining portion of Executive's Targeted Annual Bonus for the fiscal year in which monthly health premiums from the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The In the event of non-renewal of this Agreement by the Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the or termination of the Executive's ’s employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (ai) by the Company pursuant to Section 3(c), (ii) by the Executive for CauseGood Reason in Connection with a Change of Control, (iii) for Disability, or (biv) for reasons other than (I) termination by reason the Company pursuant to Section 3(a), (II) death of the Executive's Death , or Disability(III) termination by Executive pursuant to Section 3(d), the Company will pay Executive severance pay in a total amount equivalent to one (1) year of the Base Salary. Options which have vested prior to the date of termination shall remain exercisable during the severance period. Unvested options shall terminate in accordance with the terms of the respective Stock Option Agreements. The Executive's employment Company has the option to make the severance payments in equal installments during the period immediately following the termination of employment, to begin after any revocation period described in the Release of Claims, which is attached as Exhibit C. Any obligation of the Company to provide severance payments under this Exhibit B is conditioned, however, upon Executive signing an effective and timely release of claims in the form attached to this Agreement and marked Exhibit C (the “Release of Claims”). The Release of Claims creates legal obligations and the Company therefore advices Executive to seek the advice of an attorney before signing it. Severance payments hereunder will be payable in accordance with the normal payroll practices of the Company, and will begin at the Company’s next regular payroll period following the later of the effective date of the Employee Release or the date it is received by the Company, but shall be deemed retroactive to the day following the date of termination. In no event shall severance payments begin prior to the end of any revocation period provided in the Release of Claims. FOR AND IN CONSIDERATION OF the severance pay to be provided to me in connection with the termination of my employment, as set forth in the Employment Agreement between me and OmniComm Systems, Inc. (the “Company”) dated as of 14-MAR-2017 (the “Agreement”), which is conditioned on my signing this Release of Claims and to which I am not otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives and assigns, and all others connected with me, hereby release and forever discharge the Company and all of their respective past, present and future officers, directors, shareholders, employees, agents, general and limited partners, members, managers, joint ventures, representatives, successors and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all causes of action, rights and claims of any type or description, whether known or unknown, which I have been terminated following a Change had in Control the past, now have, or might now have, through the date of my signing of this Release of Claims, in any way resulting from, arising out of or connected with my employment by the Company without Cause if or the Executive's termination of that employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. Agreement), including, without limitation (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment each as amended from time to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.time):

Severance Payments. 5.1 The Company shall pay Subject to the Executive the payments described in this provisions of Section 5.1 1.3 ------------------ hereof, ("Severance Payments"i) upon the termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The if Executive's employment shall be deemed to have been terminated by the Board of Directors of Company for any reason other than "for cause" or upon the death or disability of Executive, or (ii) if Executive voluntarily terminates employment in accordance with Section 4.5(b) following a Change change in Control position with Company from that described in Section 1.1 or because of any other material breach of this Agreement by the Company, then Company without Cause if the Executive's employment is terminated prior to shall pay Executive a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control.termination benefit as follows: (ia) Within three (3) business days after the Date of Termination, the Company shall make pay Executive in a single lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: to 300% of the Compensation (xas defined above) (the "Severance Payments"). The Severance Payments shall be paid regardless of whether Executive is able to secure alternative employment. In the event Executive should die before payment of all amounts due under this Article V, the remaining amounts shall be paid to Executive's annual base salary designated beneficiary, if any, and otherwise to Executive's estate. (b) Company shall continue to provide for a period of 24 months from the Termination Date, medical, dental, disability and life insurance coverage to Executive at the same levels of coverage as in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior such date. (c) Notwithstanding anything to the Change contrary in Control; this or any other agreement, immediately upon termination under the circumstances described in this Section 5.1, all Executive's options shall become immediately exercisable and (y) a pro-rated portion shall become 100% vested, all of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occursrestricted stock shall become immediately 100% vested, and all performance incentives granted to Executive shall become 100% vested. (iid) For a twelve (12) month period after Executive shall not be required to mitigate the Date amount of Termination, the Company any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable be offset or reduced by the amount of any compensation or benefits provided to Executive pursuant to in any subsequent employment except as provided herein. (e) The Severance Payments and benefits provided in this Section 5.1(ii) Agreement shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination in lieu of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall other severance pay to the which Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall may be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the entitled under any Company reasonably may requireseverance plan, program or arrangement.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the may terminate Executive's employment following a Change in Control at any time with or without Cause (as defined below). If during the term of this AgreementEmployment Term, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been with the Company is terminated following a Change in Control by the Company without Cause if (which right the Company shall have at any time during the Employment Term) and other than as a result of death, notice of non-extension of Employment Term as provided in Section 2 of this Agreement or as provided in Section 5 of this Agreement, upon Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) execution and effectiveness of a Person who has entered into an agreement with general release of Claims (as hereinafter defined) which is acceptable in form and substance to the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of TerminationCompany, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment pay to the Executive in an amount equal to: to the sum of (xi) the Executive's then current annual base salary and (ii) the bonus which Executive earned during the last fiscal year of the Company which ended prior to Executive's termination date (the "Severance Amount"). The Severance Amount shall be paid in effect immediately equal installments over a 12-month period in accordance with the Company's customary payroll practices (but not as an employee). Executive agrees to accept the Severance Amount in full settlement of all Claims. No Severance Amount shall be payable by reason of termination due to the death or disability of the Executive, termination for Cause, or non-extension of the Employment Term in accordance with Section 2 of this Agreement. As used in this paragraph, "Claims" shall mean all claims arising, prior to the occurrence date of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationgeneral release, against the Company shall arrange to provide and its Affiliates and their respective officers, directors, agents, executives and employees in such capacities, other than claims for vested accrued benefits, vested deferred amounts as set forth in Section 3(d), vested stock options, or vested restricted stock under the Executive with medical terms of their respective plans and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive)claims for unreimbursed authorized business expenses. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay 6.1 Subject to Section 6.2 hereof, if the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the Executive's employment has a Separation from Service following a Change in Control and during the term of this AgreementTerm, including the Executive's termination of employment for Good Reason, unless such termination is other than (aA) by the Company for Cause, or (bB) by reason of death or Disability, or (C) by the Executive without Good Reason, and, in the case of a Separation from Service by the Company, the Executive is willing and able to continue performing services (within the meaning of Treasury Regulation section 1.409A-1(n)(1)), then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 (“Severance Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof. Notwithstanding the foregoing, the Executive shall not be eligible to receive any payment or benefit provided for in this Section 6.1 unless the Executive shall have executed and delivered to the Company within 45 days after the Separation from Service a release (substantially in the form of Exhibit A hereto) in favor of the Company and others set forth on said Exhibit A, relating to all claims or liabilities of any kind relating to the Executive's Death ’s employment and termination of employment with the Company, and the Executive shall not have revoked such release within 7 days after executing it. Any payments and benefits that, but for the preceding sentence, would be paid or Disability. The Executive's employment provided pursuant to this Section 6.1 before the 8th day after the Executive executes the release shall be deemed to have been terminated following a Change in Control by paid or provided on the Company without Cause if 10th business day after the Executive's employment is terminated prior to a Change in Control without Cause at Executive executes the direction (or action which constitutes a direction) of a Person who has entered into an agreement with release, provided that the Company the consummation of which will constitute a Change in ControlExecutive did not revoke it. (iA) Within three (3) business days after In lieu of any further salary payments to the Executive for periods subsequent to the Date of TerminationTermination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment pay to the Executive within five (5) days of such Separation from Service an amount, in an amount cash, equal to: to 2 times the sum of (xi) the Executive's annual ’s base salary as in effect immediately prior to the Separation from Service or, if higher, in effect immediately prior to the first occurrence of the an event or circumstance upon constituting Good Reason, and (ii) the highest of (a) the average annual bonus earned by the Executive in respect of the three fiscal years ending immediately prior to the fiscal year in which occurs the Separation from Service, (b) the average annual bonus earned by the Executive in respect of the three fiscal years ending immediately prior to the fiscal year in which occurs the Change in Control or (c) the target bonus in respect of the fiscal year in which occurs the Separation from Service. (B) For the twenty-four (24) month period immediately following the Separation from Service, the Company shall cause the Executive to continue to participate in all employee pension and welfare benefit plans (including, but not limited to, the Company’s executive life insurance plan) in which the Notice of Termination is based or in effect Executive was participating immediately prior to the Separation from Service (or, if more favorable to the Executive, immediately prior to the Change in Control) and to continue to receive such other benefits and perquisites as the Executive was receiving immediately prior to the Separation from Service (or, if more favorable to the Executive, immediately prior to the Change in Control); and (yprovided, however, that neither the Company nor any affiliate shall be required by virtue of this Section 6.1(B) a proto grant stock options or other stock-rated portion of Executive's Targeted Annual Bonus for based awards to the fiscal year Executive during such period. To the extent such participation in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationany such plan is barred or otherwise not feasible, the Company shall arrange to provide substantially similar benefits to the Executive with medical and dental insurance benefits substantially similar to those that (and, if applicable, the Executive is receiving immediately prior to the Notice of TerminationExecutive’s dependents) outside such plan. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6.1 (B) shall be reduced to the extent comparable benefits of the same type are actually received by or made available to the Executive without cost during the twelve twenty-four (1224) month period following the Executive's termination of employment Separation from Service (and any such benefits actually received by or made available to the Executive shall be reported to the Company by the Executive). 5.2 The Company also . If the Severance Payments shall pay be decreased pursuant to Section 6.2 hereof, and the Section 6.1(B) benefits are thereafter reduced pursuant to the Executive all legal fees and expenses incurred by immediately preceding sentence, the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within Company shall, no later than five (5) business days after delivery following such reduction, pay to the Executive in cash the maximum amount which can be paid to the Executive without being, or causing any other payment to be, nondeductible by reason of section 280G of the Executive's written request for payment accompanied with Code. (C) Within five (5) days of such evidence of fees and expenses incurred as Separation from Service, the Company reasonably may require.shall pay to the Executive a lump sum cash amount (the “Pro-Rata Bonus”) equal to the product of (i) the target award to which the Executive would have been entitled under each of the Company’s incentive compensation plans, other than an award of the type described in

Severance Payments. 5.1 The Company In the event of a Qualifying Termination and subject to the conditions set forth in Section 5 below, the Officer shall pay be entitled to continuation of his Base Salary (at the Executive rate in effect on the payments described in this Section 5.1 ("Severance Payments") upon the termination last day of the Executive's ’s employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior due to a Change in Control without Cause at Qualifying Termination (the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination“Termination Date”), or, if applicable, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual Officer’s base salary rate in effect immediately prior to any Base Salary reduction that gave rise to a termination by the occurrence Officer for Good Reason) for a period of six (6) months following the Termination Date (the “Severance Payments). The Severance Payments (less applicable withholdings and deductions) shall, subject to the terms of Section 6 below, be payable in installments in accordance with the Company’s customary payroll practices and procedures, commencing on the first regular payroll date of the event or circumstance Company that occurs after the date the Release Agreement becomes effective and is no longer subject to revocation; provided, however, the first payment shall include the cumulative amount of payments that would have been paid to the Officer during the period of time between the Termination Date and the date such Severance Payments commence had such payments commenced immediately following the Termination Date. It is understood and agreed that the Severance Payments are in in lieu of (and not in addition to) any obligation of the Company to provide the Officer with advance notice of termination and, accordingly, the second, third and fourth sentences of Section 1 of the Original Employment Agreement are hereby deleted and replaced with the following: “After expiration of the Term, this Agreement may be terminated by the Company at any time upon which written notice to the Notice Officer of Termination is based or in effect immediately its intent to terminate the Agreement. After expiration of the Term, and prior to the Change in Control; and effective date of the termination of the Officer’s employment (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period all such periods after the Date expiration of Terminationthe Term shall be referred to hereinafter, individually and collectively, as the Company “Term Extension”), this Agreement shall arrange remain in full force and effect. You shall have the right to provide terminate this Agreement at any time upon written notice to the Executive with medical Company” It is further understood and dental insurance benefits substantially similar to those agreed that the Executive is receiving immediately prior to the Notice Severance Payments are in lieu of Termination. Benefits otherwise receivable by the Executive (and not in addition to) any severance or similar payments/benefits pursuant to this Section 5.1(ii) shall be reduced any Company severance or similar plan/policy in place from time to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive)time. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay Subject to the provisions of subsection (d) and Section 11 below and the other terms and conditions of this Letter Agreement, in the event Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) from Clarient by reason of a termination of Executive’s employment: (a) by Clarient without “cause,” (b) by Executive for “good reason” within twelve months after a Change of Control, or (c) by Executive as a result of Executive’s death or disability (any of the foregoing being a “Severance Termination”), Clarient will provide Executive the payments benefits described in this Section 5.1 ("Severance Payments") upon 6, which shall be the termination only severance benefits or other payments with respect to Executive’s employment with Clarient to which Executive shall be entitled. Without limiting the generality of the Executive's employment following a Change foregoing, these benefits are in Control during lieu of all salary, bonuses and vacation accruals (except for salary, bonuses and vacation accruals for periods ending on the term date of this Agreement, including the Executive's termination as provided in Section 8 below) and other rights Executive may have against Clarient or any of employment for Good Reason, unless such termination is its affiliates. (a) by If a Severance Termination occurs, Executive will receive payment of an amount equal to twelve (12) months of his Aggregate Annual Base Salary in effect at the Company for Cause, or time of the Severance Termination. (b) by reason Upon a Severance Termination, Executive will be able to exercise any options which have become vested and exercisable on or before the termination date and until the earlier of (i) the first anniversary of the Executive's Death date of termination or Disability(ii) the expiration of the original term of the option. The Executive's employment Except as expressly provided herein, all terms and conditions of such Option Agreement shall be deemed to have been terminated following a Change remain in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Controlfull force and effect. (ic) Within three (3) business days after the Date of Upon a Severance Termination, Executive will receive continued coverage under Clarient’s medical and health plans in accordance with COBRA rules and regulations following the Company termination date (including any period as may be required by law), provided that coverage will end if Executive obtains comparable coverage from a subsequent employer or otherwise ceases to be eligible for COBRA benefits. If Executive chooses such continuation health insurance coverage, Executive will only pay the amount paid by Executive during his employment and Clarient will subsidize the remaining costs which are normally the responsibility of the former employee for twelve (12) months or until Executive obtains insurance through another employer, whichever occurs sooner. Thereafter, Executive shall make be solely responsible for paying the premiums for COBRA continuation coverage. If Executive ceases to be eligible for COBRA because Clarient does not pay the premiums for its existing or group insurance policy or Clarient ceases to have a lump sum group healthcare plan, Clarient will pay Executive, for any portion of the period referred to above during which Executive’s COBRA eligibility ceases for such reasons, the amount of the premium it would have had to pay for Executive’s coverage under the then existing, or monthlyif none, at the most recently existing, healthcare insurance policy. Executive should consult with Clarient’s Manager of Human Resources concerning the process for assuming ownership of and continued premium payments for any life insurance policy. Executive will be reimbursed in accordance with Clarient’s policies promptly for all of Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately ’s reasonable and necessary business expenses incurred on behalf of Clarient prior to Executive’s termination date. Without limiting Clarient’s obligation under the occurrence preceding sentence, the reimbursement of any expense under this subsection (c) shall be made no later than December 31 of the event or circumstance upon which year following the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occursexpense was incurred. (d) All compensation and benefits described above in (a) through (c) of this Section 6 will be contingent upon (i) Executive’s execution of a release of all claims against Clarient and its affiliates and expiration of the seven-day revocation period referred to in the release, and (ii) For Executive’s not engaging in any Solicitation (as defined in Section 7 of this Letter Agreement) during the period of his employment by Clarient or the one-year period following Executive’s termination date. (e) Subject to Section 11 below, Clarient will pay Executive the amount described in (a) above in equal bi-weekly installments for a period of twelve (12) month months with the first payment being payable on the date when the seven-day revocation period after referred to below with respect to the Date release expires. Clarient will prepare the final release and deliver it to Executive within five business days of TerminationExecutive’s termination of employment. Executive will have twenty-one (21) days in which to consider the release although Executive may execute it sooner. Please note that the release has a revocation period of seven days. (f) In this Letter Agreement, the Company shall arrange term “cause” means (i) Executive’s failure to provide adhere to any lawful written policy of Clarient (unless Executive’s failure to adhere is at the request of the Board of Directors of Clarient) if Executive has been given a reasonable opportunity to comply with medical such policy and dental insurance benefits substantially similar cure Executive’s failure to those that the Executive is receiving immediately prior comply (which reasonable opportunity to the Notice cure must be granted for a period of Termination. Benefits otherwise receivable by the Executive pursuant at least ten (10) days and up to this Section 5.1(iithirty (30) shall be reduced days, if reasonable), (ii) Executive’s appropriation (or attempted appropriation) of a business opportunity of Clarient, including attempting to the extent comparable benefits are actually received by secure or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and securing any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments personal profit in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five any transaction entered into on behalf of Clarient, (5iii) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.’s misappropriation (or attempted misappropriation)

Severance Payments. 5.1 The Company following severance pay provisions shall pay apply notwithstanding anything to the contrary in or inconsistent with the provisions of the Corporation’s Severance Policy — Chief Executive Officer and Direct Reports (“Severance Policy”): (a) Upon termination of the Executive’s employment (i) for Cause pursuant to Section 5.2, or (ii) voluntarily by the Executive pursuant to Section 5.6, the payments described Executive shall not be entitled to any pay in lieu of notice of termination, severance or similar payment in respect of such termination other than (A) accrued and unpaid Annual Base Salary earned by the Executive up to the Date of Termination, (B) vacation pay earned up to the Date of Termination, (C) in the event of early termination by the Corporation of the notice period in Section 5.6, the portion of the Annual Base Salary that would have otherwise been payable during such notice period, and (D) any amount of or entitlement to Incentive Awards, other awards, pension benefits and other benefits in accordance with any then applicable plans and agreements. In addition, any unvested stock option, SAR, full value award (including, without limitation, unrestricted stock, restricted stock or restricted stock units, performance stock or performance stock units, and deferred stock or deferred stock units) in the Corporation held by the Executive under a long term incentive plan adopted by the Corporation from time to time shall vest and shall remain exercisable by the Executive subject to and in accordance with the relevant plan and award agreements. (b) Upon termination of the Executive’s employment (i) as a result of the Permanent Disability of the Executive pursuant to Section 5.3, or (ii) by the death of the Executive pursuant to Section 5.4, the Executive (or his estate, as the case may be) shall be entitled to receive (A) accrued and unpaid Annual Base Salary earned by the Executive up to the Date of Termination, (B) vacation pay earned up to the Date of Termination, and (C) any amount or entitlement to Incentive Awards, other awards, pension benefits and other benefits in accordance with any then applicable plans and agreements. In addition, any unvested stock option, SAR, full value award (including, without limitation, unrestricted stock, restricted stock or restricted stock units, performance stock or performance stock units, and deferred stock or deferred stock units) in the Corporation held by the Executive under a long term incentive plan adopted by the Corporation from time to time shall vest and shall remain exercisable by the Executive subject to and in accordance with the relevant plan and award agreements. (c) If the Executive’s employment is terminated pursuant to Section 5.5, other than within two years following a Change in Control (in which case the Change in Control Agreement shall govern and the Executive shall not be entitled to any payment pursuant to this Section 5.1 Agreement), the Executive shall be entitled to receive: ("Severance Payments"i) upon accrued and unpaid Annual Base Salary earned by the Executive up to the Date of Termination; (ii) vacation pay earned up to the Date of Termination; (iii) subject to the Executive’s execution and non-revocation of a Waiver and Release Agreement acceptable to the Corporation, severance pay in a lump sum of an amount equal to six (6) weeks of Eligible Pay per year of continuous service, subject to a minimum of fifty-two (52) weeks and a maximum of one hundred-four (104) weeks, and pro-rated for partial years of service; and (iv) any amount or entitlement to Incentive Awards, other awards, pension benefits and other benefits in accordance with the relevant plans and agreements. In addition, any unvested stock option, SAR, full value award (including, without limitation, unrestricted stock, restricted stock or restricted stock units, performance stock or performance stock units, and deferred stock or deferred stock units) in the Corporation held by Executive under a long term incentive plan adopted by the Corporation from time to time shall vest and shall remain exercisable by the Executive subject to and in accordance with the relevant plan and award agreements. All amounts payable to the Executive as a result of the termination of the Executive's ’s employment following a Change pursuant to any statute, regulation or other provision of law are included in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change and are not in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment addition to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive amounts payable pursuant to this Section 5.1(ii5.8. Amounts payable pursuant to Section 5.8(c)(i), (ii) and (iii) shall be reduced to paid on the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve tenth (1210th) month period day following the Executive's effectiveness of the release described above; provided however that, if the sixtieth (60th) day following termination of employment falls in the subsequent calendar year, then the payment shall be the later of (and i) the first (1st) business day of that subsequent year or (ii) the tenth (10th) day following the effectiveness of the release. For greater certainty, the Corporation agrees that payment of undisputed claims will not be delayed should there exist any such benefits actually received by disputed claims. Notwithstanding anything in this Agreement to the contrary, any severance payable pursuant to Section 5.8(c)(iii) shall be void if the Executive shall be reported to does not sign the Company by Waiver and Release Agreement within the Executive)timeframe set forth in the Waiver and Release Agreement. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 In the event that during the Term of Employment (i) Executive’s employment is terminated by the Company for any reason except due to a termination by the Company for Cause (as defined in Section 6(d)), or (ii) Executive terminates his own employment hereunder for Good Reason or Retirement (as such terms are defined in Section 6(d)), the following severance benefits shall be provided to Executive or, in the event of his death before receiving all such benefits, to his Designated Beneficiary (as defined in Section 6(d)) following his death: (1) The Company shall pay to Executive as additional compensation (the Executive “Additional Payment”), an amount which is equal to “Total Cash” (defined below). “Total Cash” means three (3.0) times the payments described sum of (A) Executive’s annual Base Salary (as in this effect immediately prior to his Termination Date) plus (B) Executive’s current annual incentive target Bonus (Section 5.1 ("Severance Payments"2(b)) upon for the full year in which the termination of employment occurred; provided, in the Executive's employment event of a Change in Control and a termination of Executive by the Company without Cause, by Executive for Good Reason or for Retirement, in any case within the six (6) months preceding or the 12 months following a Change in Control during Control, “Total Cash” shall be calculated as three (3) times the term sum of this Agreement, including (A) Executive’s annual Base Salary (as in effect immediately prior to his Termination Date) plus (B) the higher of (x) Executive's ’s current annual incentive target Bonus (Section 2(b)) for the full year in which the termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, occurred or (by) the highest annual incentive Bonus received by reason Executive with respect to any of the Executive's Death or Disabilitylast three completed fiscal years. The Executive's employment Company shall be deemed make the Additional Payment to have been terminated Executive in a cash lump sum not later than 60 calendar days following a Change in Control by the Company without Cause Termination Date and, if the Executive's employment is terminated prior applicable with respect to a Change in Control without Cause at the direction that occurs within six (or action which constitutes 6) months after a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of TerminationTermination Date, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment equal to the Executive in an amount equal to: (xpositive difference, if any, of the Additional Payment due under this Section 6(b) the Executive's annual base salary in effect immediately prior applicable to the occurrence of Change in Control less the event or circumstance upon which the Notice of Termination is based or in effect immediately Additional Payment previously made pursuant to this Section 6(b) prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The (a) Termination for Cause, or Termination Upon Death, Disability, Resignation from the Company Without Good Reason, or Non-extension of Term by Executive. If Executive’s employment shall pay terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, pursuant to Section 3(a)(vi) for Executive’s resignation from the Executive the payments described in this Company without Good Reason, or for no reason, or pursuant to Section 5.1 ("Severance Payments"3(a)(viii) upon the termination due to non-extension of the Term by Executive's , Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c). (b) Termination without Cause, Resignation from the Company With Good Reason or Termination upon Non-Extension of the Term by the Company. If Executive’s employment following a Change in Control during the term of this Agreementshall terminate without Cause pursuant to Section 3(a)(iv), including the pursuant to Section 3(a)(v) due to Executive's termination of employment ’s resignation for Good Reason, unless such termination is (aor pursuant to Section 3(a)(vii) due to non-extension of the Term by the Company for CauseCompany, then, subject to Executive signing on or before the 50th day following Executive’s Separation from Service (bas defined below), and not revoking, a release of claims in the form attached as Exhibit A to this Agreement, and Executive’s continued compliance with Sections 5 and 6 up to the date of any such payment, subject to Section 11(l) by reason hereof, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), (1) an amount in cash equal to the Annual Base Salary of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) Executive as of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, payable in the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive form of salary continuation payments in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during regular installments over the twelve (12) month period following the date of Executive's ’s Date of Termination in accordance with the Company’s normal payroll practices, and (2) provided that any termination of Executive’s employment (occurs on or after April 1st of the fiscal year of employment termination, a pro rata bonus for such fiscal year of employment termination based on the terms of the management bonus plan for such fiscal year and any such benefits actually received by paid when it would otherwise have been paid if the Executive continued to be employed (including as to any deferrals) but in no event shall it be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery paid later than March 15th of the Executive's written request for payment accompanied with fiscal year immediately following such evidence fiscal year of fees and expenses incurred as the Company reasonably may requireemployment termination.

Severance Payments. 5.1 The Subject to the provisions of subsection (d) below and the other terms and conditions of this Letter Agreement, in the event (i) the Company shall pay terminates the Executive's employment without "cause" (ii) within twelve months after a Change of Control (as defined in the Option Plan) the Executive terminates his employment with "good reason" or (iii) the payments described in this Section 5.1 ("Severance Payments") upon the termination Executive's employment terminates as a result of the Executive's employment death or disability (any of the foregoing being a "Severance Termination"), the Company will provide the Executive the following a Change in Control during benefits, which shall be the term of this Agreement, including only severance benefits or other payments with respect to the Executive's employment with the Company to which the Executive shall be entitled. Without limiting the generality of the foregoing, these benefits, together with those set forth in Section 11 below, are in lieu of all salary and bonuses for periods ending on the date of termination, accrued vacation and other rights the Executive may have against the Company or its affiliates. After a Severance Termination, the Executive will receive payment of an amount equal to one month of his base salary in effect at the time of the Severance Termination for a period of three (3) months. Upon a Severance Termination, the Executive shall be able to exercise any options which have vested on or before the termination date until the later of employment for Good Reason, unless such termination is (a) the 5th anniversary of the Date of Grant as set forth in Section 3 herein or; (b) the third anniversary of the date of termination, provided however, that no vested options shall be exercisable beyond the termination date of such options on the tenth anniversary of the Date of Grant. Upon a Severance Termination, the Executive will receive continued coverage under the Company's medical and health plans in accordance with COBRA rules and regulations following the termination date (including any period as may be required by law), provided that coverage will end if the Executive obtains comparable coverage from a subsequent employer or otherwise ceases to be eligible for COBRA benefits. All compensation and benefits described above in (a) through (c) of this Section 8 will be contingent upon (i) the Executive's execution of a waiver and release of all claims against the Company substantially in the form of Exhibit A (however, such waiver and release form shall not materially modify or alter the terms of this Letter Agreement, nor shall such form place any conditions, restrictions or approvals, such as Board approvals or otherwise, on Executive's right to receive any benefit of any sort pursuant to this Letter Agreement) and expiration of the seven-day revocation period referred to in the release, (ii) the Executive's not engaging in any competition with the Company during the period of his employment by the Company (iii) the Executive's "not engaging in any solicitation" during the period of his employment by the Company. In this letter, the term "cause" means (a) the Executive's failure to adhere to any written policy of the Company if the Executive has been given a reasonable opportunity to comply with such policy and cure the Executive's failure to comply (which reasonable opportunity to cure must be granted for Causea period of ten days); (b) the willful and continued failure by the Executive, if not cured within ten (10) days after receipt by the Executive of written notice from the Company reasonably detailing the matters to be cured, to substantially perform his material duties and responsibilities with the Company under this Agreement as directed by the Board of Directors (other than any such failure resulting from his incapacity due to physical or mental illness), (c) the Executive's appropriation (or attempted appropriation) of a business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (d) the Executive's misappropriation (or attempted misappropriation) of any of the Company's funds or property (including without limitation trade secrets and other intellectual property); (e) Executive committing a material breach of this Letter Agreement or the non disclosure and inventions assignment agreement (the "NDA") the Executive is signing in connection with his employment with the Company, which breach is not cured within ten (10) days after written notice to Executive from the Company, or (bf) by reason of the Executive's Death conviction of, or Disabilitythe Executive's entering of a guilty plea or pleas of no contest with respect to, a felony or the equivalent thereof. In this letter, the term "good reason" means the Executive's assignment (without the Executive's consent) to a position, title, responsibilities, or duties of a materially lesser status or degree of responsibility than the position, responsibilities, or duties of Chief Executive Officer of the Company, provided, however, that the Executive must have given the written notice to the Company that the Executive believes he/she has the right to terminate employment for good reason, specifying in reasonable detail the events comprising the good reason, and the Company fails to eliminate the good reason within fifteen (15) days after receipt of the notice. The Executive will not be required to mitigate the amount of any payment provided for in this Letter Agreement by seeking other employment or otherwise. The Executive acknowledges that the arrangements described in this Letter Agreement will be the only obligations of the Company or its affiliates in connection with any determination by the Company to terminate the Executive's employment with the Company. This Letter Agreement does not terminate, alter, or affect the Executive's rights under any plan or program of the Company in which the Executive may participate, except as explicitly set forth herein. The Executive's employment shall participation in such plans or programs will be deemed to have been terminated following a Change in Control governed by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) terms of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Controlsuch plans and programs. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments"1) upon the termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated At any time prior to a Change in Control without Cause at (as defined below), in the direction event that (or action which constitutes a directionA) of a Person who has entered into an agreement with Executive's employment hereunder is terminated by the Company at any time for any reason except (i) for Cause (as defined below) or (ii) due to Executive's death or Disability (as defined below), or (B) Executive terminates his own employment hereunder for Good Reason (as defined below), then, in either such event, Executive shall be entitled to receive, and the consummation Company shall be obligated to pay, Executive's base salary under Section 3(a) (without regard to any bonuses or extraordinary compensation) then being paid to him on the Termination Date as salary continuation (pursuant to the Company's normal payroll procedures) for a period equal to six (6) consecutive months following the Termination Date; provided that if such termination occurs within 120 days following a reduction in Executive's base salary, such salary continuation payments shall be made in an amount equal to Executive's base salary prior to such reduction. In the event of which will constitute Executive's death during such salary continuation period, the Company shall pay the sum of the present value of all remaining payments (using a 5% discount rate) in a single payment to the Executive's estate within 60 days of his death. Such severance payments shall be subject to Sections 10 and 11 hereof. Prior to a Change in Control, in the event that Executive's employment is terminated through notice of nonrenewal as of the end of the Initial Term of Employment (pursuant to Section 4) or any one-year Renewal Term, Executive shall not be entitled to receive any severance payments pursuant to the first paragraph of this Section 6(a); provided, however, Executive shall be entitled to receive a severance payment equal to $14,000 per month for each month following his Termination Date, not to exceed six months, that Executive is (A) not in violation of the confidential information, non-competition and other covenants of Sections 10 and 11 hereof and (B) not employed by another employer, as determined by the Company. (2) At any time after a Change in Control (as defined below), in the event that (A) Executive's employment hereunder is terminated by the Company at any time for any reason except (i) Within three for Cause (3as defined below) business days after the Date of Terminationor (ii) due to Executive's death or Disability (as defined below), or (B) Executive terminates his own employment hereunder for Good Reason (as defined below in this paragraph), then, in either such event, Executive shall be entitled to receive, and the Company shall make a lump sum or monthlybe obligated to pay, at the Executive's option, cash severance payment base salary under Section 3(a) (without regard to any bonuses or extraordinary compensation except as provided below in this paragraph) then being paid to him on the Termination Date as salary continuation (pursuant to the Executive in an amount Company's normal payroll procedures) for a period equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period consecutive months following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.Termination Date, plus an additional single sum Initials: --------

Severance Payments. 5.1 The Company shall pay Subject to the Executive the payments described conditions set forth in this Section 5.1 ("Severance Payments") upon the termination of the Executive's employment following a Change in Control during the term of this Agreement9 and Section 20 hereof, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason ’s execution and non-revocation of the Release provided under Section 9(c) hereof and the Executive's Death or Disability. The ’s continued compliance with the covenants and obligations in this Agreement (including Section 10) and the Release, the Executive shall receive the following (the “Severance Payments”) in the event that the Executive's ’s employment shall be deemed to have been is terminated following a Change in Control by the Company without Cause if or the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. Executive resigns for Good Reason: (i) Within three (3) business days an amount equal to 3.0 times the Executive’s Annual Total Cash Compensation, which shall be paid to the Executive on the first regularly scheduled payroll date of the Company that occurs on or following the 60th day after the date of termination (the “Payment Date”); (ii) continued vesting of any then-unvested time- and performance-based restricted stock units in respect of JHG common stock in accordance with the vesting schedule in the applicable award agreement; and (iii) any unpaid portion of the Executive’s variable compensation (with no negative discretion applied and any individual or subjective goals deemed met at target performance) with respect to any fiscal year that has ended prior to the date of termination, payable on the Payment Date of Termination, the Company shall make and (iv) a lump sum cash payment equal to the product of (A) the Target Cash Bonus and (B) a fraction, the numerator of which is the number of days in the bonus year through the date of termination and the denominator of which is 365, payable on the Payment Date. The Severance Payments hereunder shall be in lieu of any other severance payments to which the Executive would be entitled pursuant to any other severance plans, programs, arrangements, or monthlypolicies of the Company, at and shall be considered a part of, and not in addition to, any amounts that may be payable to the Executive's optionExecutive under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. Notwithstanding any provision of the DIP or otherwise to the contrary, cash all provisions of the DIP that apply upon a termination by the Company without Cause shall also apply upon a resignation for Good Reason. No Severance Payments or other termination or severance payment payments, benefits or indemnities shall be paid to the Executive in an amount equal to: (x) the event that the Company terminates the Executive's annual base salary in effect immediately prior to ’s employment for Cause or if the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, Executive resigns from his employment with the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve Good Reason (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with including as a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery result of the Executive's written request for payment accompanied ’s nonrenewal of the Term in accordance with such evidence Section 2 of fees and expenses incurred as the Company reasonably may requirethis Agreement).

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of If the Executive's employment following a Change in Control is terminated during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is Term (a) by the Company without Cause (as defined below) or by the Executive for Cause, Good Reason (as defined below) or (b) by reason of death or Disability (as defined below), and the Executive's Death or Disability. The Executive's employment shall be deemed Executive executes a separation agreement with a release of claims agreeable to have been terminated following a Change in Control by the Company without Cause if (to the Executive's employment extent the Executive is terminated prior physically and mentally capable to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into execute such an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Terminationagreement), then the Company shall make a lump sum or monthlypay the Executive the amounts, at and provide the Executive's optionExecutive the benefits, cash severance payment described in Section 2.2 (the "Severance Payments"). The Company shall pay to the Executive in as severance, an amount in cash equal to: to one hundred percent (x100%) of the sum of (i) the Executive's annual base salary in effect immediately prior at the time such termination occurs, to be paid in equal semi-monthly installments over the occurrence of Non-Competition Period (as defined below), and (ii) the event or circumstance upon annual bonus to which the Notice of Termination Executive is based or in effect immediately prior entitled with respect to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date termination occurs under any annual bonus or incentive plan maintained by the company in an amount determined as if the Company had achieved 100% of Termination occurs. (ii) the applicable performance goals set by the Board of Directors of the company for such fiscal year, which shall be paid to the Executive on or before the December 31st following the end of such fiscal year. Notwithstanding the foregoing, if payment in accordance with the preceding sentence would subject the Executive to tax under section 409A of the Internal Revenue Code of 1986, as amended, then payment will be suspended until the first date as of which payment can be made without subjecting the Executive to such tax. For a twelve (the 12) -month period after the Date of Terminationimmediately following such termination, the Company shall arrange to provide the Executive with medical and dental his dependents health insurance benefits substantially similar to those provided to the Executive and his dependents by the Company. Executive must elect COBRA coverage and make timely payments in accordance with the terms outlined in the COBRA notice, to receive this benefit. Should Executive elect COBRA, the Company agrees that the Executive is receiving and/or eligible members of Executive's family shall pay no more than the rate charged to its employees by the company at the time of such payments for a period of twelve (12) months, and that the Company shall pay for the employer portion of providing such healthcare coverage. Health benefit contributions pursuant to this Section 2.2(b) shall cease immediately prior to upon the Notice discovery by the Company of Terminationthe Executive's breach of the covenants contained in Sections 5 or 6 hereof. Benefits otherwise In addition, Company contributions for health benefits receivable by the Executive pursuant to this Section 5.1(ii2.2(b) shall be QB\42554037.3 reduced to the extent comparable benefits of the same type are actually received by or made available to the Executive without cost during the twelve (12) -month period following the Executive's termination of employment (and any such benefits actually received by or made available to the Executive shall be reported to the Company by the Executive). 5.2 The ; provided, however, that the Company also shall pay reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive all legal fees over such cost immediately prior to the date of termination. If in the period that begins sixty (60) days prior to the occurrence of a Change in Control (or, if earlier, upon the signing of a definitive agreement to enter into an event that actually results in a Change in Control) and expenses incurred ends upon the first anniversary of such Change in Control, Executive's employment is terminated by the Company without Cause (and not due to death or Disability) or by Executive for Good Reason (such termination, a "Change in disputing Control Termination"), and the non-payment of Severance Payments in connection Executive executes a separation agreement with a termination which entitles release of claims agreeable to the Company (to the extent the Executive is physically and mentally capable to Severance Payments. Such payments execute such an agreement), then the Executive shall be made within five entitled to the payments and benefits set forth in Section 2.2 above, and in addition, to accelerated vesting of all unvested outstanding time-based equity awards and all unvested outstanding performance-based equity awards (5at target) business days after delivery to Executive; in each case as more fully set forth in the applicable award agreements and provided that as a condition precedent for Executive to be entitled to these equity awards, he shall comply with the provisions of Section 5 below. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, or local law and any additional withholding to which the Executive has agreed. If the Executive's written request for payment accompanied employment with such evidence of fees and expenses incurred as the Company reasonably may requireterminates during the Term, the Executive shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Section 2.

Severance Payments. 5.1 If during the Term of Employment (i) Executive’s employment is terminated by the Company for any reason except due to a termination by the Company for Cause (as defined in Section 6(d)) or due to nonrenewal of the Agreement (which is covered by Section 8 below), or (ii) Executive terminates his own employment hereunder for Good Reason or Retirement (as such terms are defined in Section 6(d)), the following severance benefits shall be provided to Executive or, in the event of Executive’s death before receiving all such benefits, to Executive’s Designated Beneficiary (as defined in Section 6(d)): 1. The Company shall pay to Executive as additional compensation (the Executive “Additional Payment”), an amount which is equal to “Total Cash” (defined below). “Total Cash” means three-quarters (.75) times the payments described sum of (A) Executive’s annual Base Salary (as in this effect immediately prior to his Termination Date) plus (B) Executive’s current annual incentive target Bonus (Section 5.1 ("Severance Payments"2(b)) upon for the full year in which the termination of employment occurred; provided, in the Executive's employment event of a Change in Control and a termination of Executive by the Company without Cause, by Executive for Good Reason or for Retirement within the six (6) months preceding or the 12 months following a Change in Control during Control, “Total Cash” shall be calculated as one (1.0) times the term sum of this Agreement, including (A) Executive’s annual Base Salary (as in effect immediately prior to his Termination Date) plus (B) the higher of (x) Executive's ’s current annual incentive target Bonus (Section 2(b)) for the full year in which the termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, occurred or (by) the highest annual incentive Bonus received by reason Executive with respect to any of the Executive's Death or Disabilitylast three completed fiscal years. The Executive's employment Company shall be deemed make the Additional Payment to have been terminated Executive in a cash lump sum not later than 60 calendar days following a Change in Control by the Company without Cause Termination Date and, if the Executive's employment is terminated prior applicable with respect to a Change in Control without Cause at the direction that occurs within six (or action which constitutes 6) months after a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of TerminationTermination Date, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment equal to the Executive in an amount equal to: (xpositive difference, if any, of the Additional Payment due under this Section 6(b) the Executive's annual base salary in effect immediately prior applicable to the occurrence of Change in Control less the event or circumstance upon which the Notice of Termination is based or in effect immediately Additional Payment previously made pursuant to this Section 6(b) prior to the Change in Control to Executive in a cash lump sum not later than 60 calendar days following the Change in Control; . If the 60-day payment period begins in one calendar year and (y) a pro-rated portion of Executive's Targeted Annual Bonus for ends in the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationsubsequent calendar year, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) Additional Payment shall be reduced to paid in the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive)subsequent calendar year. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company a. In the event of Executive’s termination for any reason at any time during or after the Term, Executive shall pay be paid a lump sum payment of any unpaid portion of Executive’s Base Salary and benefits accrued through the date Executive’s employment terminates and shall be reimbursed for any unpaid business expenses pursuant to the Company’s expense reimbursement policy; and b. In the event of any Qualifying Termination, as such term is defined below, upon or within the one hundred eighty (180) day period immediately following the Effective Date: i. Executive shall be paid a lump sum severance payment on the payments described in this Section 5.1 ("Severance Payments") upon the termination first day of the Executive's employment following a Change in Control during the term of this Agreement, including seventh month after the Executive's termination ’s “separation from service” (as defined for purposes of employment for Good ReasonSection 409A of the Internal Revenue Code of 1986, unless such termination is as amended (a“Code”)) by equal to the Company for Causesum of the following: (A) an amount equal to two (2) times the greater of (I) Executive’s Base Salary in effect as of the date of termination, or (bII) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary ’s Base Salary in effect immediately prior to the occurrence Effective Date, plus (B) an amount equal to two (2) times the greater of (I) the amount of any cash bonus payable to Executive for the year in which the date of termination falls (provided that if the Executive’s bonus for such year has not been determined as of the event date of termination, then the amount of the bonus shall be determined as if Executive earned 100% of the targeted bonus for such year, to the extent such target exists) or circumstance upon which (II) the Notice amount of Termination the cash bonus paid to Executive for services rendered during the 2010 calendar year; and ii. for a two (2) year period immediately following the termination of Executive’s employment with the Company, the Company shall continue to maintain and pay the premiums for Executive’s medical and dental benefits for Executive and Executive’s family (limited to members of Executive’s family who were covered at time of termination) with coverage that is based or in effect at least as favorable as the coverage being provided immediately prior to the Change termination. If the Company determines in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus its sole discretion not to continue coverage under the Company’s insurance plans or if such coverage is not permitted under the Company’s insurance plans, then the Company will provide Executive with substantially similar insurance through another carrier or reimburse Executive for the fiscal year full cost of obtaining such insurance, which reimbursement amount shall be paid in full as soon as administratively practicable after Executive’s furnishing the Company with evidence of the cost of such insurance, which evidence must be furnished within thirty (30) days of such cost being paid by Executive. The decision of whether to provide substantially similar insurance through another carrier or reimburse Executive for the Date full cost of Termination occurs. obtaining such insurance will be in the Company’s sole discretion. The foregoing benefits referenced in Section 8(b)(i) and (ii) For a twelve (12) month period after above are hereafter referred to as the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior “Severance Benefits.” Notwithstanding anything herein to the Notice contrary, in order to receive the Severance Benefits, Executive must execute a general release and waiver of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (claims in a form attached hereto as Exhibit “A”, and any period for revocation of such benefits actually received by release and waiver must have expired, before the date on which any such Severance Benefit is scheduled to be paid. Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery receive any unpaid portion of the Executive's written request for ’s Base Salary and benefits accrued through the date of termination, which payment accompanied with such evidence is not contingent upon Executive’s execution of fees a release and expenses incurred as the Company reasonably may requirewaiver of claims.

Severance Payments. 5.1 The Subject to the provisions of subsection (d) below and the other terms and conditions of this Letter Agreement, in the event (i) the Company shall pay terminates Executive’s employment without “cause”, (ii) within twelve months after a Change of Control Executive terminates his employment with “good reason,” or (iii) Executive’s employment terminates as a result of Executive’s death or disability (any of the foregoing being a “Severance Termination”), the Company will provide Executive the following benefits, which shall be the only severance benefits or other payments described in this Section 5.1 ("Severance Payments") upon with respect to Executive’s employment with the termination Company to which Executive shall be entitled. Without limiting the generality of the Executive's employment following a Change foregoing, these benefits are in Control during lieu of all salary and bonuses (except for salary and bonuses for periods ending on the term date of this Agreementtermination), including accrued vacation and other rights Executive may have against the Executive's termination of employment for Good Reason, unless such termination is Company or its affiliates. (a) by After a Severance Termination, Executive will receive payment of an amount equal to twenty four months of his base salary if terminated in his first quarter of employment, 20 months of base salary if terminated in his second quarter of employment, 16 months of base salary if terminated in his third quarter of employment and twelve months of his base salary if terminated thereafter. The amount paid will be the Company for Causeannual salary in effect at the time of the Severance Termination. (b) Upon a Severance Termination, Executive will be able to exercise any options which have become exercisable on or before the termination date until the earlier of (a) the first anniversary of the date of termination or (b) by reason the expiration date of the Executive's Death option. (c) Upon a Severance Termination, Executive will receive continued coverage under the Company’s medical and health plans in accordance with COBRA rules and regulations following the termination date (including any period as may be required by law), provided that coverage will end if Executive obtains comparable coverage from a subsequent employer or Disabilityotherwise ceases to be eligible for COBRA benefits. The Executive's employment shall If Executive ceases to be deemed eligible for COBRA because the Company does not pay the premiums for its existing or group insurance policy or the Company ceases to have been terminated following a Change group healthcare plan, the Company will pay Executive, for any portion of the period referred to above during which Executive’s COBRA eligibility ceases for such reasons, the amount of the premium it would have had to pay for Executive’s coverage under the then existing, or if none, the most recently existing, healthcare insurance policy. Executive should consult with the Company’s Manager of Human Resources concerning the process for assuming ownership of and continued premium payments for any life insurance policy. Executive will be reimbursed in Control accordance with Company policies promptly for all of Executive’s reasonable and necessary business expenses incurred on behalf of the Company prior to Executive’s termination date. (d) All compensation and benefits described above in (a) through (c) of this Section 7 will be contingent upon (i) Executive’s execution of a release of all claims against the Company substantially in the form of Exhibit A and expiration of the seven-day revocation period referred to in the release, (ii) Executive’s not engaging in any Competition (as defined in Section 8 of this Letter Agreement) with the Company during the period of his employment by the Company without Cause or the one-year period following Executive’s termination date and (iii) Executive’s not engaging in any Solicitation (as defined in Section 8 of this Letter Agreement) during the period of his employment by the Company or the one-year period following Executive’s termination date. (e) The Company will pay Executive the amount described in (a) above in equal bi-weekly installments with the first payment being payable on the date when the seven-day revocation period referred to below with respect to the release expires. The Company will prepare the final release (which will be substantially in the form attached as Exhibit A to this Letter Agreement) and deliver it to Executive within five business days of Executive’s termination of employment. Executive will have twenty-one (21) days in which to consider the release although Executive may execute it sooner. Please note that the release has a revocation period of seven days. (f) In this letter, the term “cause” means (a) Executive’s failure to adhere to any written policy of the Company if the Executive has been given a reasonable opportunity to comply with such policy and cure Executive's employment is terminated prior ’s failure to comply (which reasonable opportunity to cure must be granted for a Change in Control without Cause period of at the direction least ten days and up to thirty days, if reasonable); (b) Executive’s appropriation (or action which constitutes a directionattempted appropriation) of a Person who has business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into an agreement on behalf of the Company; (c) Executive’s misappropriation (or attempted misappropriation) of any of the Company’s funds or property (including without limitation trade secrets and other intellectual property); or (d) Executive’s conviction of, or Executive’s entering of a guilty plea or plea of no contest with respect to, a felony or the Company equivalent thereof. In this letter, the consummation of which will constitute a Change in Control. term “good reason” means (i) Within three Executive’s assignment (3without Executive’s consent) business days after to a position, title, responsibilities, or duties of a materially lesser status or degree of responsibility than the Date position, responsibilities, or duties of Termination, Chief Financial Officer of the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in removal from his position as an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence executive officer of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. Company, (ii) For the relocation of the Company’s offices at which Executive is principally employed to a twelve location which is more than thirty miles from the location of the Company’s principal offices on the date of this Letter Agreement, (12iii) month period after the Date reduction of TerminationExecutive’s base salary or bonus opportunity, except pursuant to a reduction which also applies to the Company’s other senior executives or (iv) the requirement that Executive report to any officer of the Company shall arrange to provide other than its Chief Executive Officer; provided, however, that Executive must have given the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported written notice to the Company by that Executive believes he/she has the Executive). 5.2 The right to terminate employment for good reason, specifying in reasonable detail the events comprising the good reason, and the Company also shall pay fails to eliminate the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made good reason within five fifteen (515) business days after delivery receipt of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may requirenotice.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of If the Executive's employment is terminated following a Change in Control and during the term of this AgreementTerm, including the Executive's termination of employment for Good Reason, unless such termination is other than (aA) by the Company for Cause, (B) by reason of death, Disability or Retirement, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the following amounts, and provide the Executive the following benefits (collectively, the “Severance Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof: (i) 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 (including pursuant to the Employment Agreement between the Executive and the Company dated December 4th, 2019), the Company shall pay to the Executive cash severance payments in an aggregate amount equal to two (2) times (x) the Executive's base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (y) Executive’s target annual cash bonus in the fiscal year of (a) the Date of Termination or, (b) if higher, in respect of the fiscal year preceding the Change in Control (the higher of (a) or (b) being the “Measurement Period”) pursuant to any cash bonus plan maintained by reason the Company in respect of the fiscal years preceding the Date of Termination or Change in Control, multiplied by the average of the bonus percentage applied to the other executive officers’ target cash bonus for the three (3) fiscal years preceding the Measurement Period, with such payments commencing on the first Company payroll period occurring after the thirtieth (30th) day following the Executive’s Date of Termination (the “Severance Delay Period”), and payable over the twenty-four (24) months following the Date of Termination, where the initial payment will include any payments that would have been made during the Severance Delay Period. (ii) In lieu of the Company’s payment for any benefits continuation following Termination, the Company shall pay to Executive a lump sum payment, in cash, equal to the estimated cost of procuring for the Executive and his dependents: life, disability, accident and health insurance benefits for a period of two years following the Date of Termination, with such payment to be paid on the first Company payroll period occurring after the thirtieth (30th) day following the Executive’s Date of Termination. The Executive will continue to be eligible to elect any statutory continuation rights or any portability rights the Executive may have, in accordance with the applicable requirements of such rights, at the sole cost of the Executive's Death . (iii) Notwithstanding any provision of any stock option plan, stock incentive plan, restricted stock plan or Disabilitysimilar plan or agreement to the contrary, as of the Date of Termination, (x) the Executive shall be fully vested in all outstanding options to acquire stock of the Company (or the options of any parent, surviving, or acquiring company then held by the Executive) and all then outstanding restricted shares of stock of the Company and other equity-based awards (including restricted stock units of the Company and, except as otherwise provided in the applicable award agreement, any awards subject to performance-vesting conditions shall be settled assuming the "target" level of performance shall have been achieved) (or, in each case, such parent, surviving or acquiring company) held by the Executive, and (y) subject to any limitation on exercise in any such plan or agreement that may not be amended without stockholder approval, all options referred to in clause (x) above shall be immediately exercisable and shall remain exercisable until the earlier of (1) the second anniversary of the Date of Termination, or (2) the otherwise applicable expiration date of the term of such option. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Agreement, shall occur upon vesting pursuant to this Section 6(a)(iii), subject to any previous legally binding deferral election or payment schedule regarding such units. (iv) To the extent that the full vesting of any stock option, share of restricted stock or other equity-based award, or the full exercisability of any stock option or other equity-based award, provided for in Section 6(a)(iii) should violate any law, rule or regulation of any governmental authority or self-regulatory organization applicable to the Company, or to the extent otherwise determined by the Company in its sole discretion, the Company may, in lieu of providing any vesting or exercisability rights pursuant to Section 6(a)(iii), (x) cancel any or all of the Executive’s outstanding options in exchange for a lump sum payment, in cash, equal to the excess of the fair market value of the shares of stock underlying such options (whether or not vested or exercisable) on the Date of Termination (as reasonably determined by the Board in good faith) over the aggregate exercise price provided for in such stock options, and (y) repurchase any shares of restricted stock or other equity-based awards (including restricted stock units of the Company) at their fair market value (as determined by the Board without regard to the restrictions on such shares of stock). The lump sum payment provided for in this Section 6(a)(iv) shall be made, if at all, within thirty (30) days of the Date of Termination, with the payment date determined by the Company in its sole discretion. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Agreement, shall occur pursuant to this Section 6(a)(iv), subject to any previous legally binding deferral election or payment schedule regarding such units. (v) The Company shall pay to the Executive a lump sum amount, in cash, equal to Executive’s target annual cash bonus pursuant to any cash bonus plan maintained by the Company in the fiscal year of the Date of Termination, multiplied by the average of the bonus percentage applied to the other executive officers’ target cash bonus for the three (3) most recent fiscal years which occurred immediately prior to the Date of Termination, multiplied by a fraction, the numerator of which is the number of days in the current fiscal year through and including the Date of Termination, and the denominator of which is 365. The lump sum payment provided for in this Section 6(a)(v) shall be made, if at all, within thirty (30) days of the Date of Termination, with the payment date determined by the Company in its sole discretion. (vi) The Company shall provide the Executive with outplacement services suitable to the Executive's position not to exceed $40,000 in amount and in no event shall such amount be paid to Executive. For purposes of this Agreement, 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 within six (6) months prior to a Change in Control where the Change in Control was under consideration at the time of the following applicable termination event (x) the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with by the Company the consummation of which will constitute a Change in Control. without Cause, or (iy) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: terminates his employment for Good Reason within six (x6) the Executive's annual base salary in effect immediately prior to months of the occurrence of the event which constitutes Good Reason, or circumstance upon which if shorter, the Notice end of Termination is based or in effect immediately prior the Term. Notwithstanding anything herein to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for contrary, to the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationmaximum extent permitted by applicable law, the Company shall arrange Severance Payments and/or other benefits to provide the Executive with medical and dental insurance benefits substantially similar be made to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6(a) shall be reduced made in reliance upon Treasury Regulations promulgated under Section 409A of the Code, including Section 1.409A-1(b)(9) of the Treasury Regulations (including any exceptions from the application of Section 409A thereunder) and Section 1.409A-1(b)(4) of the Treasury Regulations. For this purpose, each Severance Payment shall be considered a separate and distinct payment for purposes of Section 409A of the Code. However, to the extent comparable benefits any such payments are actually received by or made available treated as non-qualified deferred compensation subject to Section 409A of the Executive without cost during the twelve Code, then (12a) month period following the no amount shall be payable pursuant to this Section 6(a) unless Executive's ’s termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (b) if Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the Severance Payments to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s Severance Payments shall not be provided to Executive prior to the earlier of (x) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in Section 1.409A-1(h) of the Treasury Regulations) or (y) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this paragraph shall be paid in a lump sum to the Executive, and any such benefits actually received by remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether the Executive shall be reported to is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Company by Code as of the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment time of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments his separation from service shall be made within five (5) business days after delivery by the Company in accordance with the terms of Section 409A of the Executive's written request for Code and applicable guidance thereunder (including without limitation Section 1.409A-1(i) of the Treasury Regulations and any successor provision thereto). Notwithstanding any other provision of this Agreement, if any Release consideration and revocation period begins and ends in separate years, the payment accompanied with such evidence or commencement of fees any payments contingent upon the return and expenses incurred as non-revocation of the Company reasonably may requireRelease, shall be made or commence in the subsequent year in all events.

Severance Payments. 5.1 Subject to the provisions of Section 1.2 hereof and except as otherwise provided in Section 1.2(b) hereof, if Executive’s employment shall be subject to an Involuntary Termination, then the Company shall pay Executive a termination benefit as follows: (a) The Company shall pay Executive, in a single lump sum payment an amount equal to the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination sum of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three the greater of (3A) business days after all base salary and other compensation due under the Date terms of Terminationthis Agreement over the remainder of the Employment Period, and (B) 100% of Executive’s Compensation (the Company shall make “Severance Payments”) plus (ii) the cost to provide benefits for a lump sum or monthly, period of 12 months from the date of termination at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary same levels of coverage as in effect immediately prior to the occurrence date of termination. The Severance Payments shall be paid regardless of whether Executive is able to secure alternative employment. In the event or circumstance upon which Executive should die before payment of all amounts due under this ARTICLE 5, the Notice of Termination is based or in effect immediately prior remaining amounts shall be paid to Executive’s designated beneficiary, if any, and otherwise to Executive’s estate. Subject to the Change in Control; and (y) a pro-rated portion provisions of Section 5.4, the Severance Payments shall be made to Executive within 10 business days of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs’s termination. (b) Subject to the provisions of Section 5.4, upon an Involuntary Termination of Executive’s employment, any (i) component of Compensation or (ii) For a twelve (12) month period after the Date of Termination, the Company equity-based award previously granted to Executive that is subject to vesting or other conditions on Executive’s receipt thereof shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (become 100% vested and any such benefits actually received conditions shall lapse. (c) Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment except as provided herein. (d) The Severance Payments and benefits provided in this Agreement shall be reported in lieu of any other severance pay which Executive is entitled to the under any other Company severance plan, program or arrangement, and shall be conditioned upon Executive signing a full and complete release in accordance with Section 5.4 and in a form approved by the Executive)Board. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 7.01 The Company shall Company, its successors or assigns, will pay the Executive the payments described in this Section 5.1 as severance pay a lump sum amount equal to twelve ("Severance Payments"12) upon the termination months of the Executive's ’s monthly Base Salary for full-time employment following a Change in Control during at the term time of this Agreement, including Executive’s termination if the Executive's termination employment of employment for Good Reason, unless such termination Executive is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if Cause, or by Executive for Good Reason. Nothing in this Subsection 7.01 shall limit the authority of the Committee or Board to terminate Executive’s employment in accordance with Section 6.03. Payment of severance payments pursuant to Section 7.01, less customary withholdings, shall be made in one lump sum within thirty (30) days of the Executive's employment is terminated prior to a Change in Control without Cause at the direction (’s termination or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Controlresignation. (i) Within three (3) business days after 7.02 In addition to the Date of Terminationseverance amount payable pursuant to Section 7.01, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the will pay Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated rata portion of Executive's Targeted Annual Bonus for any bonus earned by Executive as of the fiscal year in which the Date date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationtermination, the Company shall arrange as provided by Sections 6.01 and 6.02. The payments to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) Sections 6.01, 6.02 or 7.01 are not intended to be cumulative or duplicative and an amount payable as a payment of base salary or pro-rata bonus under any one of such sections shall be reduced to the extent comparable of similar payments made under another of such sections. In addition, the severance payment of Base Salary shall be reduced by the amount of cash severance-type benefits are actually received to which Executive may be entitled pursuant to any other cash severance plan, agreement, policy or program of the Company or any of its subsidiaries; including any payment for post-employment restrictions, provided, however, that if the amount of cash severance benefits payable under such other severance plan, agreement, policy or program is greater than the amount payable pursuant to this Agreement, Executive will be entitled to receive the amounts payable under such other plan, agreement, policy or program which exceeds the Base Salary severance payment. Without limiting other payments which would not constitute “cash severance-type benefits” hereunder, any cash settlement of stock options, accelerated vesting of stock options and retirement, pension and other similar benefits shall not constitute “cash severance-type benefits” for purposes of this Section 7.03. 7.03 If Executive becomes entitled to a severance payment of Base Salary pursuant to Sections 7.01, Executive shall receive: (a) such amount in a lump sum payment, plus (b) if Executive is eligible to and elects to continue medical coverage as provided by or made available law (commonly referred to as the COBRA continuation period), as part of the severance benefit, the Company will pay the cost of premiums for COBRA coverage for Executive without cost during the and his eligible dependents for a period of twelve (12) month period months following termination. Executive must be eligible for COBRA coverage, elect COBRA during the Executive's COBRA election period, and comply with all requirements to obtain such coverage, to be eligible for coverage and for this benefit. 7.04 Notwithstanding any other provision of this Agreement, the Company and Executive intend that any payments, benefits or other provisions applicable to this Agreement comply with the payout and other limitations and restrictions imposed under Section 409A of the Code (“Section 409A”), as clarified or modified by guidance from the U.S. Department of Treasury or the Internal Revenue Service – in each case if and to the extent Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Section 409A. In this connection, the Company and Executive agree that the payments, benefits and other provisions applicable to this Agreement, and the terms of any deferral and other rights regarding this Agreement, shall be deemed modified if and to the extent necessary to comply with the payout and other limitations and restrictions imposed under Section 409A, as clarified or supplemented by guidance from the U.S. Department of Treasury or the Internal Revenue Service – in each case if and to the extent Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties otherwise imposed under Section 409A. 7.05 The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes required by applicable law to be withheld by the Company. 7.06 The provisions of this Article 7 will be deemed to survive the termination of employment (and any such benefits actually received by this Agreement for the Executive shall be reported to purposes of satisfying the obligations of the Company by the Executive)and Executive hereunder. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company a. In the event of Executive’s termination for any reason at any time during or after the Term, Executive shall pay be paid a lump sum payment of any unpaid portion of Executive’s Base Salary and benefits accrued through the date Executive’s employment terminates and shall be reimbursed for any unpaid business expenses pursuant to the Company’s expense reimbursement policy; and b. In the event of any Qualifying Termination, as such term is defined below, upon or within the sixty (60) day period immediately following the Effective Date: i. Executive shall be paid a lump sum severance payment on the payments described in this Section 5.1 ("Severance Payments") upon the termination first day of the Executive's employment following a Change in Control during the term of this Agreement, including seventh month after the Executive's termination ’s “separation from service” (as defined for purposes of employment for Good ReasonSection 409A of the Internal Revenue Code of 1986, unless such termination is as amended (a“Code”)) by equal to the Company for Causesum of the following: (A) an amount equal to two (2) times the greater of (I) Executive’s Base Salary in effect as of the date of termination, or (bII) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary ’s Base Salary in effect immediately prior to the occurrence Effective Date, plus (B) an amount equal to two (2) times the greater of (I) the amount of any cash bonus payable to Executive for the year in which the date of termination falls (provided that if the Executive’s bonus for such year has not been determined as of the event date of termination, then the amount of the bonus shall be determined as if Executive earned 100% of the targeted bonus for such year, to the extent such target exists) or circumstance upon which (II) the Notice amount of Termination the cash bonus paid to Executive for services rendered during the 2010 calendar year; and ii. for a two (2) year period immediately following the termination of Executive’s employment with the Company, the Company shall continue to maintain and pay the premiums for Executive’s medical and dental benefits for Executive and Executive’s family (limited to members of Executive’s family who were covered at time of termination) with coverage that is based or in effect at least as favorable as the coverage being provided immediately prior to the Change termination. If the Company determines in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus its sole discretion not to continue coverage under the Company’s insurance plans or if such coverage is not permitted under the Company’s insurance plans, then the Company will provide Executive with substantially similar insurance through another carrier or reimburse Executive for the fiscal year full cost of obtaining such insurance, which reimbursement amount shall be paid in full as soon as administratively practicable after Executive’s furnishing the Company with evidence of the cost of such insurance, which evidence must be furnished within thirty (30) days of such cost being paid by Executive. The decision of whether to provide substantially similar insurance through another carrier or reimburse Executive for the Date full cost of Termination occurs. obtaining such insurance will be in the Company’s sole discretion. The foregoing benefits referenced in Section 8.b.(i) and (ii) For a twelve (12) month period after above are hereafter referred to as the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior “Severance Benefits.” Notwithstanding anything herein to the Notice contrary, in order to receive the Severance Benefits, Executive must execute a general release and waiver of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (claims in a form attached hereto as Exhibit “A”, and any period for revocation of such benefits actually received by release and waiver must have expired, before the date on which any such Severance Benefit is scheduled to be paid. Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery receive any unpaid portion of the Executive's written request for ’s Base Salary and benefits accrued through the date of termination, which payment accompanied with such evidence is not contingent upon Executive’s execution of fees a release and expenses incurred as the Company reasonably may requirewaiver of claims.

Severance Payments. 5.1 The Company shall pay a. Upon the Executive the payments described occurrence of a Severance Event, and in this Section 5.1 ("Severance Payments") consideration of and contingent upon the termination execution and delivery by Executive of the Executive's employment following a Change mutually agreeable general release of all claims and expiration of any applicable revocation period in Control during the term of this Agreementconnection therewith, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment Executive shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior entitled to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control.severance payment as follows: (i) Within Subject to ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, an amount equal to Executive’s then current Base Salary; and (ii) In full substitution for Executive’s rights under the Company’s annual incentive bonus plan, a substitute incentive award equal to the average amount of the annual incentive award earned and paid to the Executive with respect to the preceding three (3) business fiscal years. b. The severance payment shall be made in a lump sum within thirty (30) days after the Date effective date of Terminationthe termination of employment. c. If applicable, the severance amount provided for in Paragraph 4a(i) above will be offset by any income protection benefits payable to Executive during the first twelve months of a qualifying disability under the Company’s group short-term and long-term disability insurance plans. d. Notwithstanding the foregoing to the contrary, in no event shall the amount due and payable hereunder constitute a “Parachute Payment” within the meaning of the Section 280G(b)(2) of the Code. In the event that any portion of the severance payment would be deemed a Parachute Payment, the amount of the severance payment shall be reduced only to the extent necessary to eliminate any such treatment or characterization. e. It is the intent of the parties that payments under this Agreement comply with Section 409A of the Code, and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any payment of compensation under this Agreement) would cause the Executive to incur any additional tax or interest under Section 409A of the Code, and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified by the parties to try to comply with Section 409Aof the Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Section 409A. Notwithstanding the foregoing, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment not be required to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and assume any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments economic burden in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery compliance or noncompliance with Section 409A of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may requireCode.

Severance Payments. 5.1 The Company shall pay (i) Upon the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination occurrence of the Executive's employment following a Change in Control during the term of this AgreementTriggering ▇▇▇▇▇, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment ▇▇▇▇▇▇ee shall be deemed to have been terminated following a Change in Control by earned the Severance Amount, as defined below, on the effective date of the Triggering Event. The obligation of the Company without Cause if under this Subsection 5C(i) shall take the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) place of a Person who has entered into an agreement with any other obligations of the Company under this Section 5 to pay to Employee for the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence balance of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior Term Employee's then Base Salary pursuant to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs.Subsection 5A. (ii) For a twelve (12) month period after the Date purposes of Terminationthis Agreement, the Company term Severance Amount shall arrange mean the following: (a) if a Triggering Event occurs as a result of a Constructive Termination in connection with a Change of Control, the Severance Amount shall be an amount equal to provide the Executive one and one half (11/2) times Employee's Base Salary; (b) if a Triggering Event (other than a Constructive Termination in connection with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately a Change of Control) occurs within one hundred eighty (180) days prior or subsequent to the Notice date of Termination. Benefits a Change of Control, or is in any way related to, results from, arises out of, or is in connection with a Change of Control, the Severance Amount shall be an amount equal to one and one-half (11/2) times Employee's Base Salary; or (c) if a Triggering Event otherwise receivable by occurs, the Executive Severance Amount shall be an amount equal to one (1) times Employee's Base Salary. (iii) If the Severance Amount payable pursuant to this Section 5.1(iiis an amount equal to one and one-half (11/2) times Employee's Base Salary, then the Severance Amount shall be reduced paid within thirty (30) days of the date of the Triggering Event. Otherwise, the Severance Amount payable pursuant to the extent comparable benefits are actually received by or made available to the Executive without cost during this Section shall be paid over the twelve (12) month period following the ExecutiveTriggering Event according to the Company's payroll practices and procedures in effect at the time of the Triggering Event. (iv) Upon the occurrence of a Triggering Event, any and all stock options to purchase shares of the Company's Common Stock which are held by Employee shall become one hundred percent (100%) vested and immediately exercisable as of the date of such Triggering Event, and shall be exercisable by the Employee over the balance of the remaining stated term of such stock options (which term shall be the term applicable to the Employee in the absence of termination of employment (and employment), notwithstanding any such benefits actually received by provision contained in the Executive shall be reported stock option agreement to the Company by the Executive)contrary. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay a. Upon the Executive the payments described occurrence of a Severance Event, and in this Section 5.1 ("Severance Payments") consideration of and contingent upon the termination execution and delivery by Executive of the Executive's employment following a Change mutually agreeable general release of all claims and expiration of any applicable revocation period in Control during the term of this Agreementconnection therewith, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment Executive shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior entitled to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control.severance payment as follows: (i) Within Subject to ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, an amount equal to Executive’s then current Base Salary; and (ii) In full substitution for Executive’s rights under the Company’s annual incentive bonus plan, a substitute incentive award equal to the average amount of the annual incentive award earned and paid to the Executive with respect to the preceding three (3) business fiscal years. b. The severance payment shall be made in a lump sum within thirty (30) days after the Date effective date of Terminationthe termination of employment. c. If applicable, the severance amount provided for in Paragraph 3a(i) above will be offset by any income protection benefits payable to Executive during the first twelve months of a qualifying disability under the Company’s group short-term and long-term disability insurance plans. d. Notwithstanding the foregoing to the contrary, in no event shall the amount due and payable hereunder constitute a “Parachute Payment” within the meaning of the Section 280G(b)(2) of the Code. In the event that any portion of the severance payment would be deemed a Parachute Payment, the amount of the severance payment shall be reduced only to the extent necessary to eliminate any such treatment or characterization. e. It is the intent of the parties that payments under this Agreement comply with Section 409A of the Code, and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any payment of compensation under this Agreement) would cause the Executive to incur any additional tax or interest under Section 409A of the Code, and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified by the parties to try to comply with Section 409Aof the Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Section 409A. Notwithstanding the foregoing, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment not be required to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and assume any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments economic burden in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery compliance or noncompliance with Section 409A of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may requireCode.

Severance Payments. 5.1 The Company shall pay Subject to the provisions of subsection (d) and Section 11 below and the other terms and conditions of this Letter Agreement, in the event Executive has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”) from Clarient by reason of a termination of Executive’s employment: (a) by Clarient without “cause,” (b) by Executive for “good reason” within twelve months after a Change of Control, or (c) by Executive as a result of Executive’s death or disability (any of the foregoing being a “Severance Termination”), Clarient will provide Executive the payments benefits described in this Section 5.1 ("Severance Payments") upon 6, which shall be the termination only severance benefits or other payments with respect to Executive’s employment with Clarient to which Executive shall be entitled. Without limiting the generality of the Executive's employment following a Change foregoing, these benefits are in Control during lieu of all salary, bonuses and vacation accruals (except for salary, bonuses and vacation accruals for periods ending on the term date of this Agreement, including the Executive's termination as provided in Section 8 below) and other rights Executive may have against Clarient or any of employment for Good Reason, unless such termination is its affiliates. (a) by If a Severance Termination occurs, Executive will receive payment of an amount equal to twelve (12) months of his Aggregate Annual Base Salary in effect at the Company for Cause, or time of the Severance Termination. (b) by reason Upon a Severance Termination, Executive will be able to exercise any options which have become vested and exercisable on or before the termination date and until the earlier of (i) the first anniversary of the Executive's Death date of termination or Disability(ii) the expiration of the original term of the option. The Executive's employment Except as expressly provided herein, all terms and conditions of such Option Agreement shall be deemed to have been terminated following a Change remain in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Controlfull force and effect. (ic) Within three (3) business days after the Date of Upon a Severance Termination, Executive will receive continued coverage under Clarient’s medical and health plans in accordance with COBRA rules and regulations following the Company termination date (including any period as may be required by law), provided that coverage will end if Executive obtains comparable coverage from a subsequent employer or otherwise ceases to be eligible for COBRA benefits. If Executive chooses such continuation health insurance coverage, Executive will only pay the amount paid by Executive during his employment and Clarient will subsidize the remaining costs which are normally the responsibility of the former employee for twelve (12) months or until Executive obtains insurance through another employer, whichever occurs sooner. Thereafter, Executive shall make be solely responsible for paying the premiums for COBRA continuation coverage. If Executive ceases to be eligible for COBRA because Clarient does not pay the premiums for its existing or group insurance policy or Clarient ceases to have a lump sum group healthcare plan, Clarient will pay Executive, for any portion of the period referred to above during which Executive’s COBRA eligibility ceases for such reasons, the amount of the premium it would have had to pay for Executive’s coverage under the then existing, or monthlyif none, at the most recently existing, healthcare insurance policy. Executive should consult with Clarient’s Manager of Human Resources concerning the process for assuming ownership of and continued premium payments for any life insurance policy. Executive will be reimbursed in accordance with Clarient’s policies promptly for all of Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately ’s reasonable and necessary business expenses incurred on behalf of Clarient prior to Executive’s termination date. Without limiting Clarient’s obligation under the occurrence preceding sentence, the reimbursement of any expense under this subsection (c) shall be made no later than December 31 of the event or circumstance upon which year following the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occursexpense was incurred. (d) All compensation and benefits described above in (a) through (c) of this Section 6 will be contingent upon (i) Executive’s execution of a release of all claims against Clarient and its affiliates and expiration of the seven-day revocation period referred to in the release, and (ii) For Executive’s not engaging in any Solicitation (as defined in Section 7 of this Letter Agreement) during the period of his employment by Clarient or the one-year period following Executive’s termination date. (e) Subject to Section 11 below, Clarient will pay Executive the amount described in (a) above in equal bi-weekly installments for a period of twelve (12) month months with the first payment being payable on the date when the seven-day revocation period after referred to below with respect to the Date release expires. Clarient will prepare the final release and deliver it to Executive within five business days of TerminationExecutive’s termination of employment. Executive will have twenty-one (21) days in which to consider the release although Executive may execute it sooner. Please note that the release has a revocation period of seven days. (f) In this Letter Agreement, the Company shall arrange term “cause” means (i) Executive’s failure to provide adhere to any lawful written policy of Clarient (unless Executive’s failure to adhere is at the request of the Board of Directors of Clarient) if Executive has been given a reasonable opportunity to comply with medical such policy and dental insurance benefits substantially similar cure Executive’s failure to those that comply (which reasonable opportunity to cure must be granted for a period of at least ten (10) days and up to thirty (30) days, if reasonable), (ii) Executive’s appropriation (or attempted appropriation) of a business opportunity of Clarient, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of Clarient, (iii) Executive’s misappropriation (or attempted misappropriation) of any of Clarient’s funds or property (including, without limitation, trade secrets and other intellectual property), or (iv) Executive’s conviction of, or Executive’s entering of a guilty plea or plea of no contest with respect to, a felony or the equivalent thereof. In this Letter Agreement, the term “good reason” means (i) Executive’s assignment (without Executive’s consent) to a position, a title, responsibilities or duties of a materially lesser status or degree of responsibility than the position, responsibilities or duties of Chief Medical Officer of Clarient, or (ii) the relocation of Clarient’s offices at which Executive is receiving immediately prior principally employed to a location which is more than thirty (30) miles from the Notice location of Terminationthe Clarient’s principal offices on the date of this Letter Agreement; provided, however, that Executive must have given the written notice to Clarient that Executive believes he has the right to terminate employment for good reason, within ninety (90) days of the initial occurrence of such event, and Clarient fails to eliminate the good reason within fifteen (15) days after receipt of the notice. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Further, Executive's ’s termination of employment must occur within two (and any such benefits actually received by 2) years from the Executive shall be reported to the Company by the Executive)initial occurrence of an event that constitutes good reason. 5.2 The Company also shall pay to (g) In this Letter Agreement, the Executive all legal fees and expenses incurred by term “Change of Control” means (i) the Executive issuance, sale, transfer or acquisition of shares of capital stock of Clarient in disputing a single transaction or a group of related transactions, as a result of which any entity, person or group (other than Safeguard Scientifics, Inc., Oak Investment Partners and/or their respective affiliates) acquires the non-payment beneficial ownership of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery newly issued, outstanding or treasury shares of the Executive's written request capital stock of Clarient having 50% or more of the combined voting power of Clarient’s then outstanding securities entitled to vote for payment accompanied at least a majority of the authorized number of directors of Clarient, or (ii) any merger, consolidation, sale of all or substantially all the assets or other comparable transaction as a result of which all or substantially all of the assets and business of Clarient are acquired directly or indirectly by another entity (other than Safeguard Scientifics, Inc., Oak Investment Partners and/or their respective affiliates). An “affiliate” of an entity is an entity controlling, controlled by, or under common control with such evidence the entity specified, directly or indirectly through one or more intermediaries. “Group” shall have the same meaning as in Section 13(d) of fees the Securities Exchange Act of 1934, as amended, and expenses incurred “beneficial ownership” shall have the meaning set forth in Rule 13d-3 of the Securities and Exchange Commission adopted under the Securities Exchange Act of 1934, as the Company reasonably may requireamended.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the a. Upon termination of the Executive's employment following a Change in Control during employment: i. for cause pursuant to paragraph 11(a); ii. by the term of this Agreement, including the Executive's voluntary termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability; or iii. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if non-renewal of this Agreement The Executive shall not be entitled to any severance payment other than compensation earned by the Executive before the date of termination calculated pro rata up to and including the date of termination. b. If the Executive's employment is terminated prior for any reason other than the reasons set forth in subsection 10(a), the Executive shall be entitled to a Change in Control without Cause receive the greater of: i. the total of: A. 24 month's salary at the direction (or action which constitutes a directionthen applicable base salary rate; B. the present value, as determined by the Corporation's auditors, acting reasonably, of the benefits described in Section 4(b) that would be enjoyed by the Executive during the next 24 months assuming his contract of a Person who has entered into an agreement with employment was not terminated and assuming the Company then current level of benefits were continued for those 24 months; and C. the consummation present value, as determined by the Corporation's auditors, acting reasonably, of which will constitute a Change in Control. (i) Within three (3) business days after the Date amount that the Corporation's auditors estimate would be the amount payable to the Executive out of Termination, the Company shall make a lump sum or monthly, at Executive Bonus Pool assuming that the Executive's optionemployment was not terminated until the end of the current fiscal year and all other participants of the Executive Bonus Pool continued in the employment of the Corporation for the full then current fiscal year, cash severance payment and ii. the salary otherwise payable to the Executive for the unexpired term of this Agreement. The payment described in this subsection 10(b) is the only severance payment the Executive will receive in the event of the termination of this Agreement for reasons contemplated in this subsection 10(b). For purposes of this Agreement, an amount equal to: (x) event of constructive dismissal shall be deemed to be a change of location of the Company=s head office out of Southern Ontario without the consent of the Executive. c. If the Executive's annual base salary in effect immediately prior to the occurrence employment is terminated as a result of the event or circumstance upon which permanent disability of the Notice Executive and the Executive is thereafter in receipt of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationdisability insurance benefits, the Company Executive shall arrange be entitled to provide receive, within 30 days of the Executive with medical and dental insurance benefits substantially similar to those date of such cessation of such disability hereunder, the payment set out in subsection 12(b) hereof. In the event that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) disentitled from disability insurance benefits, he shall be reduced entitled to receive, within 30 days of receiving notice of disentitlement, the extent comparable benefits are actually received by or made available payment set out in subsection 12(b) hereof. The Executive agrees to reasonably comply with all requirements necessary for the Executive without cost during Corporation to obtain disability insurance for the twelve (12) month period following the Executive's termination term of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive)this Agreement. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay a. Upon the Executive the payments described occurrence of a Severance Event, and in this Section 5.1 ("Severance Payments") consideration of and contingent upon the termination execution and delivery by Executive of the Executive's employment following a Change mutually agreeable general release of all claims and expiration of any applicable revocation period in Control during the term of this Agreementconnection therewith, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment Executive shall be deemed entitled to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control.Severance Payments as follows: (i) Within Subject to ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, an amount equal to Executive’s then current Base Salary; and (ii) In full substitution for Executive’s rights under the Company’s fiscal year management incentive bonus plan, a substitute incentive award equal to the average of the Bonus awards earned and paid to the Executive with respect to the preceding three (3) business fiscal years. ▇. ▇▇▇▇▇▇▇▇▇ Payments shall be paid in a lump sum within thirty (30) days after the Date effective date of Terminationthe termination of employment. c. If applicable, the Severance Payment provided for in Paragraph 6a(i) above will be offset by any income protection benefits payable to Executive during the first twelve months of a qualifying disability under the Company’s group short-term and long-term disability insurance plans. d. Notwithstanding the foregoing to the contrary, in no event shall the amount due and payable hereunder constitute a “Parachute Payment” within the meaning of the Section 280G(b)(2) of the Code. In the event that any portion of the Severance Payments would be deemed a Parachute Payment, the amount of the Severance Payments shall be reduced only to the extent necessary to eliminate any such treatment or characterization. e. It is the intent of the parties that payments under this Agreement comply with Section 409A of the Code, and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any payment of compensation under this Agreement) would cause the Executive to incur any additional tax or interest under Section 409A of the Code, and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified by the parties to try to comply with Section 409A of the Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Section 409A. Notwithstanding the foregoing, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment not be required to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and assume any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments economic burden in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery compliance or noncompliance with Section 409A of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may requireCode.

Severance Payments. 5.1 (a) The Company shall pay the Executive the payments described and benefits set forth in this Section 5.1 ("Severance Payments"6(a) upon the any termination of the Executive's employment following a Change in Control during employment, including, without limitation, the term nonextension of this Agreement, including the Executive's termination of employment for Good Reasonby the Company pursuant to Section 2 hereof, unless such termination is (a) by the Company for Cause, by the Executive without Constructive Termination or (b) by reason the nonextension of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior Executive pursuant to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control.Section 2 hereof: (i) Within three The Company shall pay as severance pay to the Executive (3x) business days for a twelve (12) month period after the Date of Termination the Executive's Base Salary at the highest rate in effect prior to the Date of Termination in equal installments as nearly as practicable on the normal payroll periods for employees of the Company generally, and (y) any performance-based bonus which has been earned by the Executive for a fiscal year preceding the Date of Termination and a pro-rata portion, to the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to of any performance-based bonus that the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus would have earned for the fiscal year in which the Date of Termination occurs, in each case, in accordance with the performance-based bonus plan in effect for such fiscal year and as approved by the Board consistent with the Company's performance during such period, such amounts to be paid when bonuses are generally paid to other executive officers of the Company; provided, however, that in the event the Company terminates the Executive's employment without Cause or elects not to extend the Executive's employment pursuant to Section 2 hereof or the Executive resigns after a Constructive Termination during the time period commencing with a definitive agreement for a Change of Control (which transaction is ultimately consummated) and ending one (1) year thereafter, the Company shall pay the severance payment described in clause (x) above in a lump sum within five (5) days of the Date of Termination unless the Executive provides the Company prior written notice declining such lump sum payment in favor of payment in equal installments as nearly as practicable on the normal payroll periods for employees of the Company generally. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide administer and pay for the Executive with medical Executive's life, disability, accident and dental health insurance benefits substantially similar to those that which the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable . (b) Notwithstanding any contrary provision in any agreement relating to the grant by the Executive Company or any of its affiliates of any option to acquire shares of the Company's or any affiliate's capital stock pursuant to this such entity's stock option plans ("Stock Options") or the issuance of capital stock or other equity interests of any such entity pursuant to a restricted stock agreement or similar arrangement ("Restricted Stock"), if during the period commencing with a definitive agreement for a Change of Control (which transaction is ultimately consummated) and ending one(1) year thereafter the Company terminates the Executive's employment without Cause or elects not to extend the Executive's employment pursuant to Section 5.1(ii2 hereof or the Executive resigns after a Constructive Termination, all Stock Options and all shares of Restricted Stock which have not yet become vested shall become vested in full on the Date of Termination. (c) The payments provided in Section 6(a) shall be reduced in addition to the extent comparable payments and benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive)set forth in Section 7 hereof. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 Upon a termination of Executive’s employment pursuant to Sections 5.2 or 5.3 or a notice of non-renewal given by the Company pursuant to Section 4.1, and in consideration of and subject to Executive’s delivery to the Company of a release that becomes irrevocable within 60 days of Executive’s Separation from Service (as defined below), in form and substance reasonably satisfactory to the Company, of any claims that Executive might have against the Company: (a) the Company shall make payments to Executive, as liquidated damages in lieu of all other claims, of an amount equal to the sum of: (i) Executive’s Base Salary, and (ii) the greater of Executive’s Annual Bonus for the prior fiscal year or Executive’s Base Salary. Subject to Section 9, such amount shall be paid in 24 equal semi-monthly installments, without interest, beginning on the first business day of the first month that is at least 60 days following Executive’s separation from service with the Company and/or its Affiliates within the meaning of Section 409A(a)(2)(A)(i) of the Code and the regulations thereunder (the “Separation from Service”). The Company shall pay have no obligation to make such payments in the event of a breach by Executive of Executive’s covenants in Section 8. (b) Unless otherwise provided in the payments described in this Section 5.1 applicable equity award agreement, all Options ("Severance Payments"or Equity Awards) that would have become exercisable (or vested) on or before the first anniversary of the date of grant following the Termination Date shall become exercisable (or vested) upon the termination of Termination Date; and, (c) In the event Executive's ’s employment following a Change in Control during with the term Company is terminated pursuant to Section 5.2 or 5.3, subject to Section 9 of this Agreement, including Executive and Executive’s covered dependents shall be entitled to continue to receive, at the expense of the Company (other than Executive's ’s continued payments of the current portion of such costs for Executive and his covered dependents), and participate in, for a period of 12 months from the Termination Date, any life insurance, disability insurance, dental insurance, health insurance or hospital plans of the Company in effect at the Termination Date (as such plans may be amended from time to time thereafter); provided, that, in the event of Executive’s termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change “in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement connection with the Company the consummation of which will constitute a Change in Control. ” (i) Within three as defined in Section 7), such benefits shall be substantially similar in the aggregate to (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (xgreater than) the Executive's annual base salary in effect immediately prior benefits provided to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect Executive and his covered dependents immediately prior to the Change in Control; and Control (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationor, if greater, the Company shall arrange benefits provided to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving his covered dependents immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's ’s termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executiveemployment). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 10.1 The Company shall pay the Executive the payments described in this Section 5.1 10.1 (the "Severance Payments") upon the termination of the Executive's employment following a Change Change-in-Control and prior to the end of the Change- in-Control Protective Period, in Control during addition to the term of this Agreement, including the Executive's termination of employment for Good Reasonpayments and benefits described in Sections 6 and 7 hereof, unless such termination is (ai) by the Company Energy East for Cause, or (bii) by reason of death, Disability or Retirement, or (iii) by the Executive without Good Reason. For purposes of the immediately preceding sentence, if a termination of the Executive's Death or Disability. The Executive's employment occurs prior to a Change-in-Control, but following a Potential Change- in-Control in which a Person has entered into an agreement with Energy East the consummation of which will constitute a Change- in-Control, such termination shall be deemed to have followed a Change-in-Control and to have been terminated following a Change in Control (i) by the Company Energy East without Cause Cause, if the Executive's employment is terminated prior to a Change in Control without Cause at the direction of such Person, or (ii) by the Executive with Good Reason, if the Executive terminates his employment with Good Reason and the act (or action failure to act) which constitutes a direction) Good Reason occurs following such Potential Change-in-Control and at the direction of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Controlsuch Person. (iA) Within three (3) business days after 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 make pay to the Executive a lump sum or monthlyseverance payment, at in cash, equal to three (3) times the Executive's option, cash severance payment to sum of: (i) the Executive in an amount equal to: (x) higher of the Executive's annual base salary Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or the Executive's annual Base Salary in effect immediately prior to the Change in Change-in-Control; and , and (yii) a pro-rated portion of Executive's Targeted the incentive compensation award the Executive would have received under the Annual Bonus Executive Incentive Plan, or any successor annual executive incentive compensation plan, for the fiscal year in which the Date of Termination occurs, calculated in accordance with Article XI (A) (iii) of the Annual Executive Incentive Plan or any comparable provision in any successor annual executive incentive compensation plan, without, however, giving effect to any pro- rata adjustments contained in said provisions. (B) Notwithstanding any provision of the Company's Annual Executive Incentive Plan, or any successor annual executive incentive compensation plan, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year preceding the Date of Termination under the Annual Executive Incentive Plan, or any successor annual executive incentive compensation plan, but has not yet been either (x) paid (pursuant to Section 6.2 hereof or otherwise) or (y) deferred pursuant to the Deferred Compensation Plan for Salaried Employees, and (ii) a pro-rata portion to the Date of Termination of the aggregate value of any contingent incentive compensation award to the Executive for any uncompleted fiscal year under the Annual Executive Incentive Plan or any successor annual executive incentive compensation plan, calculated as to each such award in accordance with Article XI (A) (iii) of the Annual Executive Incentive Plan or any comparable provision in any successor annual executive incentive compensation plan. (C) The second paragraph of Section 5.2 hereof shall be inapplicable, and notwithstanding any provision of the Company's Supplemental Executive Retirement Plan (or any successor Plan) that may be to the contrary, the Company shall pay to the Executive under the Company's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by (i) deeming the Executive (a) to have 40 years of service credit, for purposes of that plan, (b) to be at least 60 years of age and (c) to be a "Key Person" as defined in, and for all purposes under, that plan and (ii) deeming the Executive's "highest three years of earnings within the last ten years of employment" for purposes of that plan to be equal to the higher of the Executive's Base Salary as determined pursuant to Section 10.1(A)(i) hereof; and such benefits shall be determined without regard to any amendment to the Company's Supplemental Executive Retirement Plan (or any successor plan) made subsequent to a Change-in-Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits thereunder. Notwithstanding any provision in the Company's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, the benefits otherwise payable to the Executive pursuant to this Section 10.1(C) shall be paid to the Executive in a lump sum payment that is equal in amount to the present value (calculated under generally accepted actuarial methods that are consistent with the actuarial methods used in producing the tables of Appendix A of the Company's Retirement Benefit Plan (or any successor plan)) of such benefits and such payment shall be in lieu of any payments to which the Executive otherwise would have been entitled under the Company's Supplemental Executive Retirement Plan (or any successor plan) and shall satisfy any obligations that the Company would otherwise have to the Executive under the Company's Supplemental Executive Retirement Plan (or any successor plan). Such lump sum payment shall be paid to the Executive no later than the due date of the first payment otherwise due to the Executive under the Company's Supplemental Executive Retirement Plan (or any successor plan). Notwithstanding the immediately preceding paragraph of this Section 10.1(C), the Executive may elect to have the benefits otherwise payable to the Executive pursuant to this Section 10.1(C) be paid to the Executive in the manner provided for under the Company's Supplemental Executive Retirement Plan (or any successor plan) and such method of payment shall be in lieu of a lump sum payment. The Executive shall make such election by sending a letter to the Company in which he states that he has decided to make such election. The election shall not be effective unless the letter is received by the Company (i) at least 60 days prior to the day (the "Change-in-Control Day") that the Change-in-Control, or Potential Change-in-Control, that gives rise to the applicability of Section 10.1(C) occurs and (ii) prior to the first day of the calendar year in which the Change-in-Control Day occurs. The Executive shall have the right to revoke any such election by sending a letter to the Company in which he states that he has decided to revoke such election. The revocation of such election shall not be effective unless the letter is received by the Company (i) at least 60 days prior to the Change-in-Control Day and (ii) prior to the first day of the calendar year in which the Change-in-Control Day occurs. If the Executive revokes an election, he can make a new election (in the manner, and subject to the timing requirements, set forth in this paragraph), and he can revoke any such new election (in the manner, and subject to the timing requirements, set forth in this paragraph). (D) For a twelve thirty-six (1236) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical life, disability, accident and dental health insurance benefits substantially similar to those that which the Executive is receiving immediately prior to the Notice of TerminationTermination (without giving effect to any reduction in such benefits subsequent to a Change-in-Control if the Executive terminated his employment for Good Reason or was terminated without Cause). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii10.1(D) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve thirty-six (1236) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company Energy East by the Executive). 5.2 The Company also shall pay . If the benefits provided to the Executive under this Section 10.1(D) shall result in a Gross-Up Payment pursuant to Section 10.2, and these Section 10.1(D) benefits are thereafter reduced pursuant to the immediately preceding sentence because of the receipt of comparable benefits, the Gross-Up Payment shall be recalculated so as to reflect that reduction, and the Executive shall refund to the Company an amount equal to any calculated reduction in the Gross-Up Payment, but only if, and to the extent, the Executive receives a refund of any Excise Tax previously paid by the Executive pursuant to Section 10.2 hereof. (A) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by Energy East or the Company to or for the benefit of the Executive on account of a Change-in- Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment ("Gross-Up Payment") in an amount such that after payment by the Executive of all legal taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) Subject to the provisions of Section 10.2(C) hereof, all determinations required to be made under this Section 10.2, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by Energy East's principal outside accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Board and the Executive within fifteen (15) business days of the Date of Termination and/or such earlier date(s) as may be requested by Energy East or the Executive (each such date and the Date of Termination shall be referred to as a "Determination Date", for purposes of this Section 10.2(B) and Section 10.3 hereof). All fees and expenses incurred of the Accounting Firm shall be borne solely by the Executive in disputing Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 10.2(B), shall be paid by the non-payment of Severance Payments in connection with a termination which entitles Company to the Executive to Severance Payments. Such payments shall be made within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm under this Section 10.2(B) shall be binding upon Energy East, the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that Energy East exhausts its remedies pursuant to Section 10.2(C) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (C) The Executive shall notify Energy East in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after delivery the Executive is informed in writing of such claim and shall apprise Energy East of the Executive's written nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to Energy East (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Energy East notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Energy East any information reasonably requested by Energy East relating to such claim, (ii) take such action in connection with contesting such claim as Energy East shall reasonably request for payment accompanied in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Energy East, (iii) cooperate with Energy East in good faith in order effectively to contest such claim, and (iv) permit Energy East to participate in any proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such evidence contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of fees such representation and expenses incurred payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10.2(C), Energy East shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissi▇▇▇ manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Energy East shall determine; provided, however, that if Energy East directs the Executive to pay such claim and sue for a refund, the Company shall advance the amoun▇ ▇f such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Energy East's control of the contest shall be limited to issues with respect to which a Gross- Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by the Executive of an amount advanced by the Company reasonably may require.pursuant to Section 10.2(C) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to Energy East's and the Company's complying with the requirements of Section 10.2(C) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 10.2(C) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and Energy East does not notify the Executive in writing of its intent to contest such denial of refund

Severance Payments. 5.1 The Company shall Commencing within thirty (30) days following the Separation Date, pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed severance equal to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after months of Executive’s base salary (in effect on the Date Separation Date), less legally required withholding and payroll deductions, which amounts shall be paid on the regular biweekly payroll dates of Termination, the Company shall arrange to provide in accordance with the Executive with medical and dental insurance benefits substantially similar to those that Company’s payroll practices in effect on the Executive is receiving immediately prior to the Notice of TerminationSeparation Date. Benefits otherwise receivable by the Executive Each installment payment made pursuant to this Section 5.1(ii2(g) shall be reduced considered a separate payment for purposes of Section 409A of the Internal Revenue Code (the “Code”), including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii). The obligation of the Company to make severance payments pursuant to this Section 2(g) shall cease, and the extent comparable benefits are actually received by Consulting Period (as defined in Section 3(a)) shall terminate (if not previously terminated), upon Executive’s acceptance of employment or made available other professional relationship with a competitor of the Company (defined as a company or other enterprise engaged in the business of designing, manufacturing, distributing and/or selling footwear) or upon a material breach of the terms of this Agreement. Executive agrees to notify the Executive without cost Company in writing promptly upon accepting any such relationship during the Severance Period (as defined in this Section 2(g)). For services provided to any non-competitor third party as an employee or pursuant to another professional relationship during the twelve (12) month period following the Executive's termination of employment Separation Date (and the “Severance Period”), the severance payments paid pursuant to this Section 2(g) shall be mitigated on a dollar-for-dollar basis for any such benefits actually income received by the Executive shall be reported Executive, provided, however, that any value attributable to the Company continued vesting of the Equity Awards (as defined in Section 4) shall not constitute “income” for this purpose and shall not serve to mitigate the severance payments, provided, further, that the severance payments paid pursuant to this Section 2(g) shall not be mitigated for income received by Executive for service on the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the board of directors (or similar governing body) of any non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.competitor third party;

Severance Payments. 5.1 10.1 The Company shall pay the Executive the payments described in this Section 5.1 10.1 (the "Severance Payments") upon the termination of the Executive's employment following a Change Change- in-Control and prior to the end of the Change-in-Control Protective Period, in Control during addition to the term of this Agreement, including the Executive's termination of employment for Good Reasonpayments and benefits described in Sections 6 and 7 hereof, unless such termination is (ai) by the Company for Cause, or (bii) by reason of the Executive's Death death, Disability or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control Retirement, or (iii) by the Company Executive without Cause Good Reason. For purposes of the immediately preceding sentence, if a termination of the Executive's employment is terminated occurs prior to a Change Change-in-Control, but following a Potential Change-in-Control in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Change-in-Control, such termination shall be deemed to have followed a Change-in-Control and to have been (i) by the Company without Cause, if the Executive's employment is terminated without Cause at the direction of such Person, or (ii) by the Executive with Good Reason, if the Executive terminates his employment with Good Reason and the act (or failure to act) which constitutes Good Reason occurs following such Potential Change-in-Control and at the direction of such Person. (iA) Within three (3) business days after 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 make pay to the Executive a lump sum or monthlyseverance payment, at in cash, equal to three (3) times the Executive's option, cash severance payment to sum of: (i) the Executive in an amount equal to: (x) higher of the Executive's annual base salary Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or the Executive's annual Base Salary in effect immediately prior to the Change in Change-in-Control; and , and (yii) a pro-rated portion of Executivethe incentive compensation award the Executive would have received under NYSEG's Targeted Annual Bonus Executive Incentive Plan, or any successor annual executive incentive compensation plan, for the fiscal year in which the Date of Termination occurs, calculated in accordance with Article XI (A) (iii) of the Annual Executive Incentive Plan or any comparable provision in any successor annual executive incentive compensation plan, without, however, giving effect to any pro-rata adjustments contained in said provisions. (B) Notwithstanding any provision of NYSEG's Annual Executive Incentive Plan, or any successor annual executive incentive compensation plan, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year preceding the Date of Termination under the Annual Executive Incentive Plan, or any successor annual executive incentive compensation plan, but has not yet been either (x) paid (pursuant to Section 6.2 hereof or otherwise) or (y) deferred pursuant to the Deferred Compensation Plan for Salaried Employees, and (ii) a pro-rata portion to the Date of Termination of the aggregate value of any contingent incentive compensation award to the Executive for any uncompleted fiscal year under the Annual Executive Incentive Plan or any successor annual executive incentive compensation plan, calculated as to each such award in accordance with Article XI (A) (iii) of the Annual Executive Incentive Plan or any comparable provision in any successor annual executive incentive compensation plan. (C) The second paragraph of Section 5.2 hereof shall be inapplicable, and notwithstanding any provision of NYSEG's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, the Company shall pay to the Executive under NYSEG's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by (i) deeming the Executive (a) to have 40 years of service credit, for purposes of that plan, (b) to be at least 60 years of age and (c) to be a "Key Person" as defined in, and for all purposes under, that plan and (ii) deeming the Executive's "highest three years of earnings within the last ten years of employment" for purposes of that plan to be equal to the higher of the Executive's Base Salary as determined pursuant to Section 10.1(A)(i) hereof; and such benefits shall be determined without regard to any amendment to NYSEG's Supplemental Executive Retirement Plan (or any successor plan) made subsequent to a Change-in-Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits thereunder. Notwithstanding any provision in NYSEG's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, the benefits otherwise payable to the Executive pursuant to this Section 10.1(C) shall be paid to the Executive in a lump sum payment that is equal in amount to the present value (calculated under generally accepted actuarial methods that are consistent with the actuarial methods used in producing the tables of Appendix A of NYSEG's Retirement Benefit Plan (or any successor plan)) of such benefits and such payment shall be in lieu of any payments to which the Executive otherwise would have been entitled under NYSEG's Supplemental Executive Retirement Plan (or any successor plan) and shall satisfy any obligations that the Company would otherwise have to the Executive under NYSEG's Supplemental Executive Retirement Plan (or any successor plan). Such lump sum payment shall be paid to the Executive no later than the due date of the first payment otherwise due to the Executive under NYSEG's Supplemental Executive Retirement Plan (or any successor plan). Notwithstanding the immediately preceding paragraph of this Section 10.1(C), the Executive may elect to have the benefits otherwise payable to the Executive pursuant to this Section 10.1(C) be paid to the Executive in the manner provided for under NYSEG's Supplemental Executive Retirement Plan (or any successor plan) and such method of payment shall be in lieu of a lump sum payment. The Executive shall make such election by sending a letter to the Company in which he states that he has decided to make such election. The election shall not be effective unless the letter is received by the Company (i) at least 60 days prior to the day (the "Change-in-Control Day") that the Change-in- Control, or Potential Change-in-Control, that gives rise to the applicability of Section 10.1(C) occurs and (ii) prior to the first day of the calendar year in which the Change- in-Control Day occurs. The Executive shall have the right to revoke any such election by sending a letter to the Company in which he states that he has decided to revoke such election. The revocation of such election shall not be effective unless the letter is received by the Company (i) at least 60 days prior to the Change-in-Control Day and (ii) prior to the first day of the calendar year in which the Change-in-Control Day occurs. If the Executive revokes an election, he can make a new election (in the manner, and subject to the timing requirements, set forth in this paragraph), and he can revoke any such new election (in the manner, and subject to the timing requirements, set forth in this paragraph). (D) For a twelve thirty-six (1236) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical life, disability, accident and dental health insurance benefits substantially similar to those that which the Executive is receiving immediately prior to the Notice of TerminationTermination (without giving effect to any reduction in such benefits subsequent to a Change-in-Control if the Executive terminated his employment for Good Reason or was terminated without Cause). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii10.1(D) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve thirty-six (1236) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay . If the benefits provided to the Executive under this Section 10.1(D) shall result in a Gross-Up Payment pursuant to Section 10.2, and these Section 10.1(D) benefits are thereafter reduced pursuant to the immediately preceding sentence because of the receipt of comparable benefits, the Gross-Up Payment shall be recalculated so as to reflect that reduction, and the Executive shall refund to the Company an amount equal to any calculated reduction in the Gross-Up Payment, but only if, and to the extent, the Executive receives a refund of any Excise Tax previously paid by the Executive pursuant to Section 10.2 hereof. (A) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive on account of a Change-in-Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment ("Gross-Up Payment") in an amount such that after payment by the Executive of all legal taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) Subject to the provisions of Section 10.2(C) hereof, all determinations required to be made under this Section 10.2, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by the Company's principal outside accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Board and the Executive within fifteen (15) business days of the Date of Termination and/or such earlier date(s) as may be requested by the Company or the Executive (each such date and the Date of Termination shall be referred to as a "Determination Date", for purposes of this Section 10.2(B) and Section 10.3 hereof). All fees and expenses incurred of the Accounting Firm shall be borne solely by the Executive in disputing Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 10.2(B), shall be paid by the non-payment of Severance Payments in connection with a termination which entitles Company to the Executive to Severance Payments. Such payments shall be made within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm under this Section 10.2(B) shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 10.2(C) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (C) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after delivery the Executive is informed in writing of such claim and shall apprise the Company of the Executive's written request for nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment accompanied of taxes with respect to such evidence claim is due). If the Company notifies the Executive in writing prior to the expiration of fees and expenses incurred such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10.2(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may requirepursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissi▇▇▇ manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amoun▇ ▇f such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross- Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (D) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 10.2(C) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 10.2(C) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 10.2(C) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgive

Severance Payments. 5.1 The 4.1 If a Change in Control shall occur and concurrently therewith or during a period of twenty-four (24) months thereafter the Executive’s employment terminates, in addition to any payments and benefits to which the Executive is entitled under Section 3 hereof, the Company shall pay the Executive the payments described in this Section 5.1 4.1 ("the “Severance Payments") upon the termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason”), unless such termination is (ai) by the Company for Cause, or (bii) by reason of the Executive's Death death or Disability, or (iii) by the Executive without Good Reason. The Executive's employment Executive shall also be deemed entitled to have been the Severance Payments (and any payments and benefits under Section 3) if the Executive is terminated following by the Company other than for Cause or Disability within the six (6) month period immediately preceding a Change in Control by and the Company without Cause if the Executive's employment Executive reasonably demonstrates that such termination is terminated prior to otherwise in connection with or in anticipation of a Change in Control without Cause at that actually occurs during the direction term of the Agreement (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a “Pre-Change in ControlControl Termination”). (A) 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 Executive1, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two times the sum of (i) Within three the Executive’s annual base salary then in effect (3or immediately prior to any reduction resulting in a termination for Good Reason, if applicable) business days after (the “Change in Control Salary”), plus (ii) the Executive’s target annual bonus for the year of termination (the “Change in Control Bonus”). (B) Provided that the Company actually achieves the criteria requisite to make payments in respect of awards for the plan year during which the Executive’s employment terminates under the Management Achievement Plan (the “MAP”) or any other incentive compensation plan adopted by the Company in which the Executive participates, the Executive shall be eligible to receive an award for such plan year, which shall be prorated based on the Date of Termination. Under the MAP, the Company Executive shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in receive an amount equal to: (x) to the product of the Executive's annual ’s eligible base salary in effect immediately prior to earnings for the occurrence time worked from the start of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior performance period to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occursmultiplied by the target bonus award percentage and the Executive’s applicable business unit achievement factor. Such amount shall be paid in the calendar year following the plan year to which the payment relates, as soon as practicable following the certification of such plan year’s performance by the Management Development and Compensation Committee, at the same time payments are made to other applicable MAP participants. (iiC) For a twelve (12) the twenty-four month period after immediately following the Date of Termination, the Company shall arrange to provide the Executive (which includes the Executive’s eligible dependents for purposes of this subsection (C)) with medical life, disability, accident and dental health insurance benefits substantially similar to those that which the Executive is was receiving immediately prior to the Notice Date of TerminationTermination (or immediately prior to any reduction resulting in a termination for Good Reason, if applicable); provided, however, that (i) the Executive’s and his qualified dependents’ COBRA eligibility period shall include the period during which the Company is providing benefits under this subsection (C); (ii) unless the Executive consents to a different method (or elects COBRA coverage at applicable COBRA rates), such health insurance benefits shall be provided through a third-party insurer; and (iii) the Executive shall be responsible for the payment of premiums for such benefits in the same amount as active employees of the Company. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(iisubsection (C) shall be reduced to the extent comparable benefits (including continued coverage for any preexisting medical condition of any person covered by the benefits provided to the Executive and his eligible dependents immediately prior to the Date of Termination) are actually received by or made available to the Executive without cost by a subsequent employer during the twelve (12) twenty-four month period following the Executive's termination ’s Date of employment Termination (and any such benefits actually received by or made available to the Executive shall be reported to the Company by the Executive). 5.2 The . Notwithstanding the foregoing, in the event of a Pre-Change in Control Termination, on the sixtieth (60th) day following the Change in Control the Company also shall pay or reimburse the Executive for any amounts or benefits it would have been responsible to pay or provide to the Executive under this Section 4.1(C) during the period prior to the Change in Control, had the Change in Control occurred on the Date of Termination. (D) If the Executive would have become entitled to benefits under the Company’s post-retirement health care or life insurance plans (as in effect immediately prior to the Date of Termination (or immediately prior to any reduction resulting in a termination for Good Reason, if applicable)) had the Executive’s employment terminated at any time during the period of twenty-four months after the Date of Termination, the Company shall provide such post-retirement health care or life insurance benefits to the Executive (subject to any employee contributions required under the terms of such plans in the same amounts as active employees of the Company) commencing on the later of (i) the date that such coverage would have first become available or (ii) the date that benefits described in subsection (C) of this Section 4.1 terminate. 1 Section 409 analysis required on a case-by-case basis. (E) The Company shall pay the Executive, at a daily salary rate calculated from the Executive’s annual base salary in effect immediately prior to the Date of Termination (or immediately prior to any reduction resulting in a termination for Good Reason, if applicable), a lump sum amount equal to all legal earned but unused vacation days through the Date of Termination. (F) The Company shall pay, no later than the last day of the calendar year in which they are incurred, the reasonable fees and expenses incurred by of a full service nationally recognized executive outplacement firm until the earlier of the date the Executive in disputing secures new employment or the nondate which is twenty-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of four months following the Executive's written request for payment accompanied with ’s Date of Termination; provided that in no event shall the aggregate amount of such evidence of fees and expenses incurred as the Company reasonably may requirepayments exceed $30,000.

Severance Payments. 5.1 The In the event that Executive’s employment is terminated by the Company shall pay for reasons other than Cause, or, in the event that Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the terminates Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of ’s employment for Good Reason, unless the Company shall pay to Executive, within ten (10) days of the date of such termination, the Salary through such date of termination, and, in lieu of any further compensation and benefits under this Agreement, Executive shall be entitled to the following benefits during the “Severance Period” (which Severance Period is defined herein to be the eighteen (18) - month period beginning on the date of such termination is of Executive’s employment). (a) by During the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of TerminationSeverance Period, the Company shall make a lump sum or monthly, continue to pay to Executive the annual base salary payable to Executive at the Executive's option, cash severance payment rate and according to the payment schedule in place immediately prior to the termination of employment subject to federal and state withholding, FICA, FUTA and withholding for all other applicable taxes; (b) During the Severance Period, the Company shall continue on behalf of Executive (and Executive’s dependents and beneficiaries), life insurance, disability insurance, medical and dental benefits and any/all other benefits which were being provided to Executive at the time of termination of employment and the expense shall be allocated between the Company and Executive on the same basis as prior to the date of termination of employment. The benefits provided pursuant to this Section 4.5(b) shall be no less favorable to Executive than the coverage provided to Executive under the plans providing such benefits at the time notice of termination was given to Executive. The obligation of the Company under this Section 4.5(b) shall be limited to the extent that Executive obtains any such benefits pursuant to a subsequent Executive’s benefit plans, in an which case the Company may reduce the coverage of any benefit it is required to provide Executive under this Section 4.5(b) as long as the aggregate coverage of the combined benefit plans is no less favorable to Executive, in terms of amounts and deductibles and costs to Executive, than the coverage required to be provided under this Section 4.5(b). This Section 4.5(b) shall not be interpreted so as to limit any benefits to which Executive (or Executive’s dependents or beneficiaries) are entitled under any of the Company’s Executive benefit plans, programs or practices following Executive’s date of termination of employment. The provision of continued benefits to Executive under this Section 4.5(b) shall not deprive Executive of any independent statutory right to continue benefits coverage pursuant to Sections 601 through 606 of Executive Retirement Income Security Act of 1974, as amended; and (c) For the Company’s fiscal year in which Executive’s employment is terminated, the Company shall pay Executive such bonus, if any, equal to the amount equal to: found by multiplying (x) the Executive's annual base salary lesser of (i) such amounts as Executive would have received based on the Company’s actual results pursuant to any bonus plan in effect immediately prior to during such fiscal year and (ii) such amounts as Executive would have received based on the occurrence Company’s achieving 100% of its financial targets as reflected in such bonus plan (in each case as though Executive had been employed the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and full fiscal year) by (y) a pro-rated portion fraction, the numerator of which is the number of days in the applicable fiscal year through the date of Executive's Targeted Annual Bonus ’s termination and the denominator of which is 365. All bonuses payable pursuant to this subsection (c) shall be payable to Executive at such time as bonuses for the fiscal year in which the Date of Termination occurssuch period are paid to Company employees under such bonus plan generally. (iid) For a twelve (12) month period after In the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the event Executive is receiving immediately prior entitled to severance benefits, all of Executive’s rights to exercise option(s) granted under the Notice of Termination. Benefits otherwise receivable Company’s stock option plan and held by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's upon termination of employment shall immediately vest resulting in these option(s) becoming immediately exercisable for the period specified in the section of the respective option(s) relating to vesting of options in the event of termination of employment, or, if no period is so specified, then for six (and any such benefits actually received by 6) months, after which time the option(s) shall expire. (e) Notwithstanding anything contained in this Agreement to the contrary, Executive shall be reported entitled to the Company severance pay and benefits described in this Section 4.5 only if (i) on or within thirty (30) days following Executive’s last date of employment Employee signs and does not rescind a Release Agreement in a form prepared by the Executive). 5.2 The Company also shall pay Company, to include but not be limited to a comprehensive release of all legal claims by Executive in favor of the Company, (ii) Executive fully complies with his confidentiality obligations under Section 3.2 herein, (iii) Executive fully complies with his non-competition and non-inducement obligations under Section 3.3 herein, and (iv) Executive fully complies with his disclosure and assignment obligations under Section 3.4 herein. Executive further understands and agrees that if he does not sign the required Release Agreement, if he rescinds the required Release Agreement after signing, or if he does not fully comply with the confidentiality, non-competition, non-inducement, and/or disclosure and assignment requirements of Sections 3.2, 3.3 and 3.4 herein, he will not be entitled to the Executive all legal fees severance pay or benefits described in Section 4.5 and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive will be obligated to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may requirereturn any severance pay and/or benefits already received.

Severance Payments. 5.1 The As severance, the Company shall pay Executive an amount equal to the amount of salary that it would have paid to Executive had Executive remained an employee of the Company through September 12, 2015. Such amount shall be paid in the increments and at the times that such salary would have been paid and shall assume that Executive’s current rate of salary would have continued through September 12, 2015. Notwithstanding the foregoing, if, before September 12, 2015, Executive obtains other full or part-time employment or engagement as a consultant, advisor or independent contractor, the Company shall only be obligated to pay Executive an amount equal to the excess, if any, of (a) the amount that it would have otherwise paid to Executive pursuant to this Paragraph 2, less (b) the gross amount of compensation that Executive earns through such employment or engagement. Executive shall be required to notify the Company promptly upon obtaining such employment or engagement, and failure to do so shall constitute a breach of this agreement and shall entitle the Company to cease any and all payments hereunder and to recoup any payments previously made after the date on which Executive obtained such employment or engagement. Such amount shall be paid in equal installments at the times that Executive’s Company salary would have been paid and only if Executive furnishes the Company with evidence reasonably satisfactory to the Company of the compensation associated with such employment or engagement. In addition, the Company will make an incremental cash payment to Executive in the amount of $50,000, such payment to be made as soon as practicable following the end of the revocation period described in Paragraph 15 below. All payments pursuant to this Paragraph 2 shall be subject to applicable tax and other withholdings. Notwithstanding any other provision of this Paragraph 2, no amounts shall be paid prior to the end of the revocation period described in Paragraph 15 below, and any amounts that would otherwise have been paid prior to the end of such revocation period shall be paid as soon as practicable after the end of such revocation period. Executive agrees that the payments described in this Section 5.1 ("Severance Payments") upon Paragraph 2 satisfy the termination of Company’s obligations to pay severance or other compensation to Executive, and acknowledges that such payments constitute adequate and sufficient consideration for the Executive's employment following a Change release described in Control during Paragraph 5, as well as the term of other covenants and agreements made by Executive in this Agreement. Executive also acknowledges that, including except as expressly set forth in this Agreement or in the Executive's termination of employment for Good ReasonCompany’s stock or benefit plans, unless such termination Executive is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed not entitled to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with receive from the Company the consummation payment or distribution of which will constitute a Change in Controlany amounts of pay, bonus, benefits, cash, stock, stock options or other type of property. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The 6.1 Subject to Section 6.2 hereof, the Company shall pay the Executive the payments described in this Section 5.1 6.1 ("Severance Payments") upon the termination of the Executive's employment following a Change in Control during the term of this Agreement, including in addition to the Executive's termination of employment for Good Reasonpayments and benefits described in Section 5.0 hereof, unless such termination is (aA) by the Company for Cause, or (bB) by reason of the Executive's Death or Disability, or (C) by the Executive without Good Reason. 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 prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in ControlControl 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 of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction (or action which constitutes a direction) of such Person. (i) Within three (3) business days after Subsequent to the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment payments to the Executive over a thirty-six (36) month period in substantially equal bi-weekly installments, in an amount equal to: to three (x3) times the sum of (a) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; , and (yb) a pro-rated portion the higher of Executive's Targeted Annual Bonus for the fiscal highest annual bonus paid to the Executive in the three years preceding the year in which the Date of Termination occurs or paid in the three years preceding the year in which the Change in Control occurs. (ii) For a twelve thirty-six (1236) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that which the Executive is receiving on the same premium cost share basis immediately prior to the Notice of TerminationTermination (without giving effect to any reduction in such benefits subsequent to a Change in Control which reduction constitutes Good Reason). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve thirty-six (1236) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). If the benefits provided to the Executive under this Section 6.1(ii) shall result in a decrease, pursuant to Section 6.2, in the Change in Control Payments and these Section 6.1(ii) benefits are thereafter reduced pursuant to the immediately preceding sentence because of the receipt of comparable benefits, the Company shall, at the time of such reduction, pay to the Executive the lesser of (a) the amount of the decrease made in the Severance Payments pursuant to Section 6.2, or (b) the maximum amount which can be paid to the Executive without being, or causing any other payment to be, nondeductible by reason of section 28OG of the Code. 5.2 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 Change in Control or the termination of the Executive' s employment (whether or not received pursuant to the terms of this Agreement) (all such payments and benefits, including but not limited to the Severance Payments, being hereinafter called the "Total Payments") would be subject in whole or in part to the Excise Tax, then the Severance Payments shall be reduced to the extent, but only to the extent, necessary so that no portion of the Total Payments is subject to the Excise Tax; provided, that no such reduction shall be effected unless the net amount of the Total Payments after such reduction in the Severance Payments and after deduction of the net amount of federal, state and local income taxes on such reduced Total Payments would be greater than the excess of (A) the net amount of the Total Payments without such reduction in the Severance Payments but after deduction of the net amount of federal, state and local income taxes (other than the Excise Tax) on such unreduced Total Payments, over (B) the Excise Tax to which the Total Payments are subject. The determination as to whether a reduction in Severance Payments is to be made under this Section 6.2 and, if so, the amount of any such reduction shall be made by the Company's auditors or by such other firm of certified public accountants, benefits consulting firm or legal counsel as the Board may designate prior to the Change in Control. The Company shall provide the executive with its calculations of the amounts referred to in this Section 6.2 and such supporting materials as are reasonably necessary for the Executive to evaluate the Company's calculations. 6.3 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment as a result of Severance Payments in connection with a termination which entitles the Executive to the Severance PaymentsPayments (including all such fees and expenses, if any, incurred 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 written request requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Subject to the provisions of (d) below and the other terms and conditions of this letter, in the event (i) the Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the terminates Executive's employment following without cause, (ii) within twelve months after a Change in of Control during the term of this AgreementExecutive terminates his employment with good reason, including the or (iii) Executive's termination employment terminates as a result of Executive's death or disability (any of the foregoing being a "Severance Termination"), the Company will provide Executive the following benefits, which shall be the only severance benefits or other payments in respect of Executive's employment with the Company to which Executive shall be entitled. Without limiting the generality of the foregoing, these benefits are in respect of all salary (except for Good Reasonsalary for periods ending on the date of termination), unless such termination is accrued vacation and other rights which Executive may have against the Company or its affiliates. (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following After a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Severance Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance Executive will receive payment to the Executive in of an amount equal to: (x) the Executive's to his annual base salary in effect immediately prior to at the occurrence time of the event or circumstance upon which the Notice of Termination Severance Termination. In addition, if a bonus arrangement is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion part of Executive's Targeted Annual Bonus compensation package for the fiscal year in which the Date of when a Severance Termination occurs, after a Severance Termination Executive will be entitled to receive an amount equal to a full year's bonus at the target amount. In the event that Executive's bonus or any portion thereof involves two or more alternative target amounts for performance, the target amount for purposes of this Section 6 will be the average of the highest and lowest amounts potentially payable. If the lowest amount which Executive could earn as any part of a bonus is zero, that amount shall be excluded from the foregoing calculation. (iib) For Upon a twelve Severance Termination Executive will be able to exercise any options which have become exercisable on or before the termination date until the earlier of (a) the first anniversary of the date of termination or (b) the expiration date of the option. (c) Upon a Severance Termination, Executive will receive continued coverage under the Company's medical and health plans for 12 months following the termination date (including any period as may be required by law), provided that coverage will end if Executive obtains comparable coverage from a subsequent employer or otherwise ceases to be eligible for COBRA benefits. In addition, the Company will reimburse Executive for the premiums for a 12) -month period after a Severance Termination for continuation of any life insurance policy issued for Executive's benefit under the Date of TerminationCompany's then existing life insurance plan if Executive elects to continue the policy, provided that such reimbursement will end if Executive obtains comparable life insurance from a subsequent employer. If Executive ceases to be eligible for COBRA because the Company does not pay the premiums for its existing or group insurance policy or the Company ceases to have a group healthcare plan, the Company shall arrange will pay Executive, for any portion of the 12 month period referred to provide above during which Executive's COBRA eligibility ceases for such reasons, the amount of the premium it would have had to pay for Executive's coverage under the then existing, or if none, the most recently existing, health care insurance policy. Executive should consult with medical the Company's Manager of Human Resources concerning the process for assuming ownership of and dental insurance benefits substantially similar continued premium payments for any life policy at the end of such 12 month period. Upon a Severance Termination, Executive will receive up to those that $15,000 for the actual out-of-pocket cost of outplacement services or office space which Executive is receiving immediately secures upon receipt by the Company of reasonable documentation of the incurring of such costs. Executive will be reimbursed in accordance with Company policies promptly for all of Executive's reasonable and necessary business expenses incurred on behalf of the Company prior to Executive's termination date. (d) All compensation and benefits described above in (a) through (c) of this Section 6 will be contingent upon (i) Executive's execution of a release of all claims against the Notice Company substantially in the form of TerminationExhibit A, (ii) Executive's not engaging in any Competition (as defined in Section 7 of this Agreement) with the Company during the period referred to in paragraph (a) above and (iii) Executive's not engaging in any Solicitation (as defined in Section 7 of this Agreement). (e) The Company will pay Executive the amounts described in (a) and (c) above in 12 equal monthly installments with the first payment being payable on the date when the seven-day rescission period referred to below with respect to the release expires. Benefits otherwise receivable by The Company will prepare the Executive pursuant final release (which will be substantially in the form attached as Exhibit A to this Section 5.1(iiletter) shall be reduced and deliver it to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the within five business days of Executive's termination of employment employment. Executive will have 21 days in which to consider the release although Executive may execute it sooner. Please note that the release has a rescission period of seven days. (f) Subject to the provisions of paragraph (d) above, the Company will pay interest on payments that are more than ten days past due at the prime rate at the Company's principal bank (or, if none, Citibank N.A.) plus 2 percent compounded monthly. In addition, the Company will pay all reasonable costs and expenses (including reasonable attorney's fees and all costs of arbitration or court proceedings) incurred by Executive to enforce this agreement or any obligation hereunder but only if Executive is the prevailing party in any such benefits actually received by the Executive shall be reported to proceeding. If the Company by is the Executive). 5.2 The Company also shall prevailing party, Executive will pay to all of the Executive all legal Company's reasonable costs and expenses (including reasonable attorneys' fees and expenses all costs of arbitration or court proceedings) incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles any such proceeding. (g) In this letter, the Executive term "cause" means (a) Executive's failure to Severance Payments. Such payments shall be made within five (5) business days after delivery adhere to any written policy of the Company if Executive has been given a reasonable opportunity to comply with such policy and cure Executive's written request failure to comply (which reasonable opportunity to cure must be granted for payment accompanied with such evidence a period of fees and expenses incurred as the Company reasonably may require.ten days); (

Severance Payments. 5.1 The Company shall pay (A) Not in Connection with a Change in Control. In the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of event that the Executive's ’s employment with the Corporation and its Affiliates terminates during the Term of 4887-3233-5181.4 this Agreement and such termination does not occur coincident with or within one year following a Change in Control during Control, the term terms of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is Paragraph (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a directionA) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in ControlSection 4 shall apply. (i) Within three By the Corporation for Cause or by Executive without Good Reason. If the Corporation terminates Executive’s employment for Cause or Executive terminates his or her employment with the Corporation without Good Reason, then the Corporation shall pay to Executive Executive’s base salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paid, and such amount shall be paid in a lump sum within 30 days following the Date of Termination. (3ii) business By the Corporation not for Cause or by Executive with Good Reason. If the Corporation terminates Executive’s employment not for Cause or Executive terminates his or her employment with the Corporation with Good Reason, then the Corporation shall pay to Executive: (a) Executive’s base salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paid and such amount shall be paid in a lump sum within 30 days after following the Date of Termination; (b) within (I) 30 days following the Date of Termination or (II) any earlier date as required by the Annual Incentive Plan, and subject to Sections 7 and 10 of this Agreement, the amount of any incentive compensation that has been allocated to, accrued to, earned by, or awarded to Executive for a completed fiscal year or other completed measuring period preceding the occurrence of the Date of Termination under any incentive compensation plan that has not yet been paid to Executive; (c) Commencing on the first payroll date on or immediately following the 60th day following the Date of Termination, subject to Sections 7 and 10 of this Agreement, the Company Corporation shall make pay to Executive an amount equal to the product of: (I) 1.5 (one and one-half) multiplied by (II) the sum of (x) Executive’s annual base salary in effect on the Date of Termination and (y) the average of the bonus payments paid to Executive under an Annual Incentive Plan during the three years (or lesser period if the Executive has been employed fewer than three full fiscal years) preceding the year in which the Date of Termination occurs. This amount will be paid to Executive in equal installments over a period of 1 year. Such installment payments will be made to Executive in accordance with the Corporation’s customary payroll practices; and (d) Commencing on the first payroll date on or immediately following the 60th day following the Date of Termination and continuing for a period of 1 year, and subject to Sections 7 and 10 of this Agreement the Corporation shall pay to Executive, in equal installments over the course of the applicable payment period, an amount equal to the product of (I) Executive’s monthly premium for health, vision and dental insurance continuation coverage for Executive and Executive’s family under the Consolidated Omnibus Budget Reconciliation Act of 1985, based on the monthly premium rate for such coverage in effect on the Date of Termination, multiplied by (II) 12 months. The installment payments will be made to Executive in accordance with the Corporation’s customary payroll practices. (B) Coincident with or within one year following a Change in Control. In the event that Executive’s employment with the Corporation and its Affiliates terminates during the 4887-3233-5181.4 Term of this Agreement and such termination occurs coincident with or within one year following a Change in Control, the terms of this Paragraph (B) of Section 4 shall apply: (i) By the Corporation for Cause or by Executive without Good Reason. If the Corporation terminates Executive’s employment for Cause or Executive terminates his or her employment without Good Reason, then the Corporation shall pay to Executive Executive’s base salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paid, and such amount shall be paid in a lump sum or monthlywithin 30 days following the Date of Termination. (ii) Upon the occurrence of a Payment Trigger. If a Payment Trigger occurs during the Term of this Agreement, at then the Corporation shall provide to Executive's option: (a) within 30 days following the Date of Termination, cash severance payment Executive’s base salary and accrued vacation pay through the Date of Termination to the extent not theretofore paid; (b) within (I) 30 days following the Date of Termination or (II) any earlier date as required by the Annual Incentive Plan, and subject to Sections 7 and 10 of this Agreement, the amount of any incentive compensation that has been allocated to, accrued to, earned by, or awarded to Executive for a completed fiscal year or other completed measuring period preceding the occurrence of the Date of Termination under any incentive compensation plan that has not yet been paid to Executive; (c) within (I) the 30-day period commencing on the 60th day following the Date of Termination, or (II) such later period as required by Section 6, and subject to Sections 7 and 10 of this Agreement, a lump sum payment equal to the product of (x) the Annual Incentive Target in effect immediately prior to the Payment Trigger and (y) a fraction, the numerator of which is the number of calendar days in the current fiscal year through the Date of Termination, and the denominator of which is 365, reduced by the amount, if any, paid to Executive under the Annual Incentive Plan’s terms with respect to the fiscal year during which the Date of Termination occurs; (d) Commencing on the first payroll date on or immediately following the 60th day following the Date of Termination and continuing for a period of 1 year, or within such other period as required by Section 6, and subject to Sections 7 and 10 of this Agreement, the Corporation shall pay to Executive, in equal installments over the course of the applicable payment period, an amount equal toto the product of: (I) two multiplied by, (II) the sum of: (x) the higher of (1) Executive's ’s annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or Change in Control and (2) Executive’s annual base salary in effect immediately prior to the Change in ControlPayment Trigger; and (y) a pro-rated portion the average of Executive's Targeted the bonus payments paid to Executive under an Annual Bonus for Incentive Plan during the three years (or lesser period if the Executive has been employed fewer than three full fiscal years) preceding the year in which the Date of Termination occurs.. The installment payments will be made to Executive in accordance with the Corporation’s customary payroll practices; (iie) For Commencing on the first payroll date on or immediately following the 60th day following the Date of Termination and continuing for a twelve period of 1 year, and subject to Sections 7 and 10 of this Agreement, the 4887-3233-5181.4 Corporation shall pay to Executive, in equal installments over the course of the applicable payment period, an amount equal to the product of (12I) month period after Executive’s monthly premium for health, vision and dental insurance continuation coverage for Executive and Executive’s family under the Consolidated Omnibus Budget Reconciliation Act of 1985, based on the monthly premium rate for such coverage in effect on the Date of Termination, multiplied by (II) 24 months. The installment payments will be made to Executive in accordance with the Company shall arrange Corporation’s customary payroll practices; and (f) subject to provide the Sections 7 and 10 of this Agreement, up to $25,000 for executive transition/outplacement services received by Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately (I) prior to the Notice expiration of Terminationthe Non-Interference / Assistance Period (II) through a third party professional provider of such services identified and retained by Executive. Benefits otherwise receivable Such payment will be paid directly to such third-party provider by the Executive pursuant Corporation promptly following its receipt of an invoice from such provider confirming the provision of such services to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The In the event that Executive's employment is terminated by the Company shall pay for reasons other than Cause, or, in the event that the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of terminates the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless the Company shall pay to Executive, within ten (10) days of the date of such termination, the Salary through such date of termination, and, in lieu of any further compensation and benefits under this Agreement, Executive shall be entitled to the following benefits during the "Severance Period" (which Severance Period is defined herein to be the six-month period beginning on the date of such termination is of Executive's employment). (a) by During the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of TerminationSeverance Period, the Company shall make a lump sum or monthly, at continue to pay to Executive the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary payable to Executive at the rate and according to the payment schedule in effect place immediately prior to the occurrence termination of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior employment subject to the Change in Control; federal and (y) a pro-rated portion of Executive's Targeted Annual Bonus state withholding, FICA, FUTA and withholding for the fiscal year in which the Date of Termination occurs.all other applicable taxes; (iib) For a twelve (12) month period after During the Date of TerminationSeverance Period, the Company shall arrange to provide the continue on behalf of Executive with (and Executive's dependents and beneficiaries), life insurance, disability insurance, medical and dental insurance benefits substantially similar and any/all other benefits which were being provided to those Executive at the time of termination of employment and the expense shall be allocated between the Company and Executive on the same basis as prior to the date of termination of employment. The benefits provided pursuant to this subsection (ii) shall be no less favorable to Executive than the coverage provided to Executive under the plans providing such benefits at the time notice of termination was given to Executive. The obligation of the Company under this subsection (ii) shall be united to the extent that Executive obtains any such benefits pursuant to a subsequent Executive's benefit plans, in which case the Company may reduce the coverage of any benefit it is required to provide Executive under this subsection (ii) as long as the aggregate coverage of the combined benefit plans is no less favorable to Executive, in terms of amounts and deductibles and costs to Executive, than the coverage required to be provided under this subsection (ii) as long as the aggregate coverage of the combined benefit plans is no less favorable to Executive, in terms of amounts and deductibles and costs to Executive, than the coverage required to be provided under this subsection (ii). This subsection (ii) shall not be interpreted so as to limit any benefits to which Executive (or Executive's dependents or beneficiaries) are entitled under any of the Company's Executive benefit plans, programs or practices following Executive's date of termination of employment. The provision of continued benefits to Executive under this subsection (ii) shall not deprive Executive of any independent statutory right to continue benefits coverage pursuant to Sections 601 through 606 of the Executive Retirement Income Security Act of 1974, as amended; and (c) On the date of termination of employment, the Company shall pay Executive an amount equal to the bonus(es), if any, Executive would have received had Executive remained in the Company's employment during the Severance Period, calculated using the targeted bonus rate established by the Company under any applicable employment agreement or in its bonus plan then in effect (or, of no rate was established for the period in question, the targeted bonus rate established for the prior period) and assuming that all performance criteria would have been met, provided, however, that if the targeted bonus rate is based on performance over a period' of time which ends after the Severance Period, then the amount paid to Executive under this subsection (iii) shall be prorated based on the number of days Executive was employed by the Company during the applicable bonus period plus the number of days in the Severance Period. (d) In the event the Executive is receiving immediately prior entitled to severance benefits, all of Executive's rights to exercise option(s) granted under the Notice of Termination. Benefits otherwise receivable Company's stock option plan and held by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's upon termination of employment (and any such benefits actually received by shall immediately vest resulting in these option(s) becoming immediately exerciseable for the Executive shall be reported to period specified in the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery section of the Executive's written request respective option(s) relating to vesting of options in the event of termination of employment, or, if no period is so specified, then for payment accompanied with such evidence of fees and expenses incurred as six months, after which time the Company reasonably may requireoption(s) shall expire.

Severance Payments. 5.1 The Company shall pay the Executive the payments described and benefits set forth in this Section 5.1 ("Severance Payments"6(a) upon the any termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or : (ba) by reason In the event that the Company should elect not to renew this Agreement at the conclusion of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Terminationfirst term, the Company shall make pay as severance pay to the Executive a lump sum or monthly, at severance payment in cash equal to six (6) months equivalent to the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which giving rise to the Notice of Termination is based or given in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) respect thereof. For a twelve six (126) month period after the Date of Termination, the Company shall arrange to provide administer and pay for the Executive with medical Executive's life, disability, accident and dental health insurance benefits substantially similar to those that which the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by In addition, the Executive pursuant will be deemed to this have earned those options granted per the schedule in Section 5.1(ii4 (c) which shall be reduced deemed to the extent comparable benefits are actually received by or made available to the Executive without cost during the expire within twelve (12) month period following months of the Executive's termination Date of employment Termination. (and any such benefits actually received b) In the event that this Agreement is terminated by the Executive shall be reported to Company at the conclusion of the second or successive terms, the Company by the Executive). 5.2 The Company also shall pay as severance pay to the Executive all legal fees a lump sum severance payment in cash equal to one (1) years equivalent to the Executive's Base Salary in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination given in respect thereof. For a one (1) year period after the Date of Termination, the Company shall administer and expenses incurred by pay for the Executive's life, disability, accident and health insurance benefits substantially similar to which the Executive is receiving immediately prior to the Notice of Termination. In addition, the Executive will be deemed to have earned those options granted per the schedule in disputing Section 4 (c) which shall be deemed to expire within twelve (12) months of the non-Date of Termination. (c) In the event that the Executive is terminated as a direct result of a Change of Control during the term of this Agreement the Company shall pay as severance pay to the Executive a lump sum severance payment in cash equal to one (1) years equivalent tothe Executive's Base Salary in effect immediately prior to the occurrence of Severance Payments the circumstance giving rise to the Notice of Termination given in connection with respect thereof. For a one (1) year period after the Date of Termination, the Company shall administer and pay for the Executive's life, disability, accident and health insurance benefits substantially similar to which the Executive is receiving immediately prior to the Notice of Termination. In addition, the Executive will be deemed to have earned 100% of the total options granted, including any of those options which have not yet vested per the schedule in Section 4 (c.), which shall be accelerated and vest as of the Date of Termination. The options vested under this provision shall expire within twelve (12) months of the Date of Termination. (d) In the event of a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as employment by the Company reasonably may requireor in the event that the parties decide not to renew or extend in the first year of this Agreement, the Executive will be deemed to have earned 25% of the total options to be granted; if during the second year, then the Executive will have earned 50% of the total options to be granted; and so on thereafter to the completion of the 4 year vesting schedule as described in Section 4 (c) above. The earned or vested options shall remain in good standing and in full effect for a period of twelve (12) months from the date of Notice of Termination. (e) The payments provided in Section 6(a) shall be made not later than thirty (30) days following the Date of Termination. (f) In the event that the Executive elects not to renew or to terminate this Agreement for any reason, the Company will not be required to make any cash severance payments or extend any benefits following the Date of Termination and the Executive will be deemed to have earned those options per the schedule in Section 4 (c) and those options will expire per the terms of the Company's Stock Option Plan in effect at the time of termination.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the may terminate Executive's employment following a Change in Control at any time with or without Cause (as defined below). If during the term of this AgreementEmployment Term, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been with the Company is terminated following a Change in Control by the Company without Cause if (which right the Company shall have at any time during the Employment Term) and other than as a result of death, notice of non-extension of Employment Term as provided in Section 2 of this Agreement or as provided in Section 5 of this Agreement, upon Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) execution and effectiveness of a Person who has entered into an agreement with general release of Claims (as hereinafter defined) which is acceptable in form and substance to the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of TerminationCompany, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment pay to the Executive in an amount equal to: to the aggregate of (x1) the Executive's then current annual base salary in effect immediately prior and (2) an amount equal to the occurrence of prior year's bonus (the event or circumstance upon which the Notice of Termination is based or "Severance Amount"). The Severance Amount shall be paid in effect immediately prior to the Change in Control; and (y) equal installments over a pro12-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after in accordance with the Date Company's customary payroll practices (but not as an employee). Executive agrees to accept the Severance Amount, as may be reduced below, in full settlement of Termination, the Company shall arrange Claims. The Severance Amount payable to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to under this Section 5.1(ii4(a) shall be reduced by any compensation actually received, whether or not during the period, by Executive as a result of Executive's employment or retention by another employer as an employee or in a consulting capacity for services rendered during the period. Executive shall advise the Company promptly of any such employment and/or consulting fees received by Executive and rebate any amount due to the extent comparable benefits are actually received Company. No Severance Amount shall be payable by or made available reason of termination due to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery death or disability of the Executive's written request , termination for payment accompanied Cause, or non-extension of the Employment Term in accordance with such evidence Section 2 of fees and expenses incurred as this Agreement. As used in this paragraph, "Claims" shall mean all claims arising, prior to the date of the general release, against the Company reasonably may requireand its affiliates and their respective officers, directors, agents, executives and employees in such capacities, other than claims for vested accrued benefits (which shall not include any earned but unused vacation) or vested stock options under the terms of their respective plans and claims for unreimbursed authorized business expenses.

Severance Payments. 5.1 The Subject to the provisions of subsection (d) below and the other terms and conditions of this Letter Agreement, in the event (i) the Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the terminates Executive's employment following without "cause", (ii) within twelve months after a Change of Control Executive terminates his employment with "good reason," or (iii) Executive's employment terminates as a result of Executive's death or disability (any of the foregoing being a "Severance Termination"), the Company will provide Executive the following benefits, which shall be the only severance benefits or other payments with respect to Executive's employment with the Company to which Executive shall be entitled. Without limiting the generality of the foregoing, these benefits are in Control lieu of all salary and bonuses (except for salary and bonuses for periods ending on the date of termination), accrued vacation and other rights Executive may have against the Company or its affiliates. (a) After a Severance Termination, Executive will receive payment of an amount equal to one month of his base salary in effect at the time of the Severance Termination multiplied by the greater of (i) (A) twenty-four (24) minus (B) three times the number of fully completed quarters served under this agreement, or (ii) twelve (12). (b) Upon a Severance Termination, Executive will be able to exercise any options which have become exercisable on or before the termination date until the earlier of (a) the first anniversary of the date of termination or (b) the expiration date of the option. (c) Upon a Severance Termination, Executive will receive continued coverage under the Company's medical and health plans in accordance with COBRA rules and regulations following the termination date (including any period as may be required by law), provided that coverage will end if Executive obtains comparable coverage from a subsequent employer or otherwise ceases to be eligible for COBRA benefits. If Executive ceases to be eligible for COBRA because the Company does not pay the premiums for its existing or group insurance policy or the Company ceases to have a group healthcare plan, the Company will pay Executive, for any portion of the period referred to above during which Executive's COBRA eligibility ceases for such reasons, the amount of the premium it would have had to pay for Executive's coverage under the then existing, or if none, the most recently existing, healthcare insurance policy. Executive should consult with the Company's Manager of Human Resources concerning the process for assuming ownership of and continued premium payments for any life insurance policy. Executive will be reimbursed in accordance with Company policies promptly for all of Executive's reasonable and necessary business expenses incurred on behalf of the Company prior to Executive's termination date. (d) All compensation and benefits described above in (a) through (c) of this Section 6 will be contingent upon (i) Executive's execution of a release of all claims against the Company substantially in the form of Exhibit A and expiration of the seven-day revocation period referred to in the release, (ii) Executive's not engaging in any Competition (as defined in Section 7 of this Letter Agreement) with the Company during the term period of his employment by the Company or the one-year period following Executive's termination date and (iii) Executive's not engaging in any Solicitation (as defined in Section 7 of this Letter Agreement, including ) during the period of his employment by the Company or the one-year period following Executive's termination date. (e) The Company will pay Executive the amount described in (a) above in equal bi-weekly installments with the first payment being payable on the date when the seven-day revocation period referred to below with respect to the release expires. The Company will prepare the final release (which will be substantially in the form attached as Exhibit A to this Letter Agreement) and deliver it to Executive within five business days of Executive's termination of employment for Good Reasonemployment. Executive will have twenty-one (21) days in which to consider the release although Executive may execute it sooner. Please note that the release has a revocation period of seven days. (f) In this letter, unless such termination is the term "cause" means (a) by Executive's failure to adhere to any written policy of the Company for Cause, or (b) by reason of the if Executive has been given a reasonable opportunity to comply with such policy and cure Executive's Death or Disability. The Executive's employment shall failure to comply (which reasonable opportunity to cure must be deemed to have been terminated following granted for a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction period of ten days); (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay In the Executive the payments described in this Section 5.1 ("Severance Payments") upon the event of any termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if under Section 4(b) or by the Executive for Good Reason under Section 4(c), the Company will pay the Executive, in addition to Final Compensation, the following (the “Severance Benefits”): (i) the Base Salary for a period of twelve (12) months following the date of termination (such period, the “Severance Period” and such payments, the “Severance Payments”, provided in the event the Executive is entitled to any Garden Leave Pay (as defined in the Restrictive Covenant Agreement), the Severance Payments received in any calendar year will be reduced by the amount of Garden Leave Pay the Executive is paid in the same such calendar year pursuant to the Restrictive Covenant Agreement; (ii) the Target Bonus for the year of termination, prorated for the number of days during the year in which the Executive's employment is terminated prior to a Change in Control without Cause at terminates that the direction (or action which constitutes a direction) of a Person who has entered into an agreement with Executive was employed by the Company the consummation of which will constitute (based upon a Change in Control.365-day year); and (iiii) Within three in the event the Executive timely elects to continue the Executive's coverage and, if applicable, that the Executive's eligible dependents in the Company's group health plans under the federal law known as “COBRA”), or similar state law (3) business days after the Date of Terminationtogether, “COBRA”), the Company shall make pay the Executive a lump sum or monthly, at the Executive's option, cash severance payment monthly amount equal to the Executive in an amount equal to: portion of the monthly health premiums paid by the Company on the behalf of active employees and, if applicable, their eligible dependents until the earlier of (xA) the Executive's annual base salary in effect immediately prior to the occurrence conclusion of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; Severance Period and (yB) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those date that the Executive is receiving immediately prior and, if applicable, Executive's eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms (the “Health Continuation Benefits”). The Executive consents to the Notice deduction of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to remaining portion of the extent comparable benefits are actually received by or made available to monthly health premiums from the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company a. In the event of Executive’s termination for any reason at any time during or after the Term, Executive shall pay be paid a lump sum payment of any unpaid portion of Executive’s Base Salary and benefits accrued through the date Executive’s employment terminates and shall be reimbursed for any unpaid business expenses pursuant to the Company’s expense reimbursement policy; and b. In the event of any Qualifying Termination, as such term is defined below, upon or within the ninety (90) day period immediately following the Effective Date: i. Executive shall be paid a lump sum severance payment on the payments described in this Section 5.1 ("Severance Payments") upon the termination first day of the Executive's employment following a Change in Control during the term of this Agreement, including seventh month after the Executive's termination ’s “separation from service” (as defined for purposes of employment for Good ReasonSection 409A of the Internal Revenue Code of 1986, unless such termination is as amended (a“Code”)) by equal to the Company for Causesum of the following: (A) an amount equal to two (2) times the greater of (I) Executive’s Base Salary in effect as of the date of termination, or (bII) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary ’s Base Salary in effect immediately prior to the occurrence Effective Date, plus (B) an amount equal to two (2) times the greater of (I) the amount of any cash bonus payable to Executive for the year in which the date of termination falls (provided that if the Executive’s bonus for such year has not been determined as of the event date of termination, then the amount of the bonus shall be determined as if Executive earned 100% of the targeted bonus for such year, to the extent such target exists) or circumstance upon which (II) the Notice amount of Termination the cash bonus paid to Executive for services rendered during the 2010 calendar year; and ii. for a two (2) year period immediately following the termination of Executive’s employment with the Company, the Company shall continue to maintain and pay the premiums for Executive’s medical and dental benefits for Executive and Executive’s family (limited to members of Executive’s family who were covered at time of termination) with coverage that is based or in effect at least as favorable as the coverage being provided immediately prior to the Change termination. If the Company determines in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus its sole discretion not to continue coverage under the Company’s insurance plans or if such coverage is not permitted under the Company’s insurance plans, then the Company will provide Executive with substantially similar insurance through another carrier or reimburse Executive for the fiscal year full cost of obtaining such insurance, which reimbursement amount shall be paid in full as soon as administratively practicable after Executive’s furnishing the Company with evidence of the cost of such insurance, which evidence must be furnished within thirty (30) days of such cost being paid by Executive. The decision of whether to provide substantially similar insurance through another carrier or reimburse Executive for the Date full cost of Termination occurs. obtaining such insurance will be in the Company’s sole discretion. The foregoing benefits referenced in Section 8.b.(i) and (ii) For a twelve (12) month period after above are hereafter referred to as the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior “Severance Benefits.” Notwithstanding anything herein to the Notice contrary, in order to receive the Severance Benefits, Executive must execute a general release and waiver of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (claims substantially in a form attached hereto as Exhibit “A”, and any period for revocation of such benefits actually received by release and waiver must have expired, before the date on which any such Severance Benefit is scheduled to be paid. Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery receive any unpaid portion of the Executive's written request for ’s Base Salary and benefits accrued through the date of termination, which payment accompanied with such evidence is not contingent upon Executive’s execution of fees a release and expenses incurred as the Company reasonably may requirewaiver of claims.

Severance Payments. 5.1 6.01 The Company shall pay the Executive the payments described in this Section 5.1 6.01 (the "Severance Payments") upon the termination of the Executive's employment with the Company following a Change in Control Shareholder Approval and during the term of this Agreement, including in addition to the Executive's termination of employment for Good Reasonpayments and benefits described in 5 5 Section 5 hereof, unless such termination is (ai) by the Company for Cause, or (bii) by reason of death, Disability or Retirement, or (iii) by the Executive's Death or DisabilityExecutive without Good Reason. The Executive's employment shall be deemed to have been terminated following a Change in Control Shareholder Approval by the Company without Cause or by the Executive with Good Reason if the Executive's employment is terminated prior to a Change in Control Shareholder Approval without Cause at the direction request of Chase (or action its affiliate) or if the Executive terminates his employment with Good Reason prior to Shareholder Approval (determined by treating Board Approval as Shareholder Approval in applying the definition of Good Reason) if the circumstance or event which constitutes a direction) Good Reason occurs at the request of a Person who has entered into an agreement Chase (or its affiliate). The Executive's employment with the Company shall not be deemed terminated solely because of a redesignation of the consummation of which will constitute a Change in ControlExecutives's title or employer among the Company and its primary subsidiaries. (iA) Within three (3expressed as a percentage of Annual Base Salary) business days after the Date of Termination, the Company shall make a lump sum or monthly, at and applied to the Executive's option, cash severance payment Annual Base Salary as determined pursuant to the Executive in an amount equal to: clause (xi) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occursabove. (iiB) For a twelve (12) 36 month period after the Date of Termination, the Company shall arrange to provide the Executive with medical life, disability, accident and dental health insurance benefits substantially similar to those that which the Executive is receiving immediately prior to the Notice of TerminationTermination (without giving effect to any reduction in such benefits subsequent to Shareholder Approval which reduction constitutes Good Reason). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6.01(B) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month such period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The . If the benefits provided to the Executive under this Section 6.01(B) shall result in a decrease, pursuant to Section 6.02, in the Severance Payments and these Section 6.01(B) benefits are thereafter reduced pursuant to the immediately preceding sentence because of the receipt of comparable benefits, the Company also shall shall, at the time of such reduction, pay to the Executive all legal fees and expenses incurred by the lesser of (i) the amount of the decrease made in the Severance Payments pursuant to Section 6.02(a), or (ii) the maximum amount which can be paid to the Executive in disputing the non-without being, or causing any other 7 7 payment to be, nondeductible by reason of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery section 280G of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may requireCode.

Severance Payments. 5.1 The In the event that Executive’s employment is terminated by the Company shall pay for reasons other than Cause, or, in the event that Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the terminates Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of ’s employment for Good Reason, unless the Company shall pay to Executive, within ten (10) days of the date of such termination, the Salary through such date of termination, and, in lieu of any further compensation and benefits under this Agreement, Executive shall be entitled to the following benefits during the “Severance Period” (which Severance Period is defined herein to be the eighteen (18) - month period beginning on the date of such termination is of Executive’s employment). (a) by During the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of TerminationSeverance Period, the Company shall make a lump sum or monthly, continue to pay to Executive the annual base salary payable to Executive at the Executive's option, cash severance payment rate and according to the payment schedule in place immediately prior to the termination of employment subject to federal and state withholding, FICA, FUTA and withholding for all other applicable taxes; (b) During the Severance Period, the Company shall continue on behalf of Executive (and Executive’s dependents and beneficiaries), life insurance, disability insurance, medical and dental benefits and any/all other benefits which were being provided to Executive at the time of termination of employment and the expense shall be allocated between the Company and Executive on the same basis as prior to the date of termination of employment. The benefits provided pursuant to this Section 4.5(b) shall be no less favorable to Executive than the coverage provided to Executive under the plans providing such benefits at the time notice of termination was given to Executive. The obligation of the Company under this Section 4.5(b) shall be limited to the extent that Executive obtains any such benefits pursuant to a subsequent Executive’s benefit plans, in an which case the Company may reduce the coverage of any benefit it is required to provide Executive under this Section 4.5(b) as long as the aggregate coverage of the combined benefit plans is no less favorable to Executive, in terms of amounts and deductibles and costs to Executive, than the coverage required to be provided under this Section 4.5(b). This Section 4.5(b) shall not be interpreted so as to limit any benefits to which Executive (or Executive’s dependents or beneficiaries) are entitled under any of the Company’s Executive benefit plans, programs or practices following Executive’s date of termination of employment. The provision of continued benefits to Executive under this Section 4.5(b) shall not deprive Executive of any independent statutory right to continue benefits coverage pursuant to Sections 601 through 606 of Executive Retirement Income Security Act of 1974, as amended; and (c) For the Company’s fiscal year in which Executive’s employment is terminated, the Company shall pay Executive such bonus, if any, equal to the amount equal to: found by multiplying (x) the Executive's annual base salary lesser of (i) such amounts as Executive would have received based on the Company’s actual results pursuant to any bonus plan in effect immediately prior to during such fiscal year and (ii) such amounts as Executive would have received based on the occurrence Company’s achieving 100% of its financial targets as reflected in such bonus plan (in each case as though Executive had been employed the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and full fiscal year) by (y) a pro-rated portion fraction, the numerator of which is the number of days in the applicable fiscal year through the date of Executive's Targeted Annual Bonus ’s termination and the denominator of which is 365. All bonuses payable pursuant to this subsection (c) shall be payable to Executive at such time as bonuses for the fiscal year in which the Date of Termination occurssuch period are paid to Company employees under such bonus plan generally. (iid) For a twelve (12) month period after In the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the event Executive is receiving immediately prior entitled to severance benefits, all of Executive’s rights to exercise option(s) granted under the Notice of Termination. Benefits otherwise receivable Company’s stock option plan and held by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's upon termination of employment shall immediately vest resulting in these option(s) becoming immediately exercisable for the period specified in the section of the respective option(s) relating to vesting of options in the event of termination of employment, or, if no period is so specified, then for six months, after which time the option(s) shall expire. (and any such benefits actually received by e) Notwithstanding anything contained in this Agreement to the contrary, Executive shall be reported entitled to the Company severance pay and benefits described in this Section 4.5 only if (i) on or within thirty (30) days following Executive’s last date of employment Employee signs and does not rescind a Release Agreement in a form prepared by the Executive). 5.2 The Company also shall pay Company, to include but not be limited to a comprehensive release of all legal claims by Executive in favor of the Company, (ii) Executive fully complies with his confidentiality obligations under Section 3.2 herein, (iii) Executive fully complies with his non-competition and non-inducement obligations under Section 3.3 herein, and (iv) Executive fully complies with his disclosure and assignment obligations under Section 3.4 herein. Executive further understands and agrees that if he does not sign the required Release Agreement, if he rescinds the required Release Agreement after signing, or if he does not fully comply with the confidentiality, non-competition, non-inducement, and/or disclosure and assignment requirements of Sections 3.2, 3.3 and 3.4 herein, he will not be entitled to the Executive all legal fees severance pay or benefits described in Section 4.5 and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive will be obligated to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may requirereturn any severance pay and/or benefits already received.

Severance Payments. 5.1 The Company shall pay Subject to the Executive conditions set forth in Sections 4 and 14 hereof, including Executive’s execution and non-revocation of the payments described Release provided under Section 4(c) hereof and Executive’s continued compliance with the covenants and obligations in this Section 5.1 Agreement and the Release, Executive shall receive the following ("the “Severance Payments"”) upon in the termination of the event that Executive's ’s employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if or Executive resigns for Good Reason (x) an amount equal to 3.0 times Executive’s Annual Total Cash Compensation, which shall be paid to Executive on the Executive's employment is terminated prior to a Change first regularly scheduled payroll date of the Company that occurs on or following the 60th day after the date of termination (the “Payment Date”); (y) continued vesting of any then-unvested time- and performance-based restricted stock units in Control respect of JHG common stock in the event of termination by the Company without Cause or by the Executive with Good Reason (each as defined in this Agreement) in accordance with the vesting schedule in the applicable award agreement; and (z) on the Payment Date (A) any unpaid portion of Executive’s variable compensation (with no negative discretion applied and any individual or subjective goals deemed met at target performance) from a completed fiscal year and (B) a lump sum cash payment equal to the direction product of (A) the Target Cash Bonus and (B) a fraction, the numerator of which is the number of days in the bonus year through the date of termination and the denominator of which is 365. The Severance Payments hereunder shall be in lieu of any other severance payments to which Executive would be entitled pursuant to any other severance plans, programs, arrangements, or action which constitutes policies of the Company, and shall be considered a direction) part of, and not in addition to, any amounts that may be payable to Executive under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. Notwithstanding any provision of the DIP or otherwise to the contrary, all provisions of the DIP that apply upon a Person who has entered into an agreement termination by the Company without Cause shall also apply upon a resignation for Good Reason. No Severance Payments or other termination or severance payments, benefits or indemnities shall be paid to Executive in the event that the Company terminates Executive’s employment for Cause or if Executive resigns from his employment with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Terminationwithout Good Reason. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.​

Severance Payments. 5.1 (a) As severance, the Company shall pay Executive an amount equal to the amount of salary that it would have paid to Executive had Executive remained an employee of the Company through September 30, 2013. Such amount shall be paid in the increments and at the times that such salary would have been paid and shall assume that Executive’s current rate of salary would have continued through September 30, 2013. Notwithstanding the foregoing, if, before September 30, 2013, Executive obtains other full or part-time employment or engagement as a consultant, advisor or independent contractor, the Company shall only be obligated to pay Executive an amount equal to the excess, if any, of (i) the amount that it would have otherwise paid to Executive pursuant to this Paragraph 2(a), less (ii) the gross amount of compensation that Executive earns through such employment or engagement. Executive shall be required to notify the Company promptly upon obtaining such employment or engagement, and failure to do so shall constitute a breach of this agreement and shall entitle the Company to cease any and all payments hereunder and to recoup any payments previously made after the date on which Executive obtained such employment or engagement. Such amount shall be paid in equal installments at the times that Executive’s Company salary would have been paid and only if Executive furnishes the Company with evidence reasonably satisfactory to the Company of the compensation associated with such employment or engagement. (b) The Company shall pay Executive an amount equal to the Incentive Bonus that he would have otherwise earned for fiscal 2012. Such amount shall be paid at the same time as the fiscal 2012 Incentive Bonuses are paid to the Company employees eligible for such Incentive Bonuses. All payments pursuant to this Paragraph 2 shall be subject to applicable tax and other withholdings. Notwithstanding any other provision of this Paragraph 2, no amounts shall be paid prior to the end of the revocation period described in Paragraph 15 below, and any amounts that would otherwise have been paid prior to the end of such revocation period shall be paid as soon as practicable after the end of such revocation period. Executive agrees that the payments described in this Section 5.1 ("Severance Payments"Paragraph 2(a) upon satisfy the termination of the Company’s obligations to pay severance or other compensation to Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment obligations set forth in the letter agreement, dated October 18, 2010, between Executive and the Company, and acknowledges that such payments constitute adequate and sufficient consideration for Good Reasonthe release described in Paragraph 5, unless such termination as well as the other covenants and agreements made by Executive in this Agreement. Executive also acknowledges that, except as expressly set forth in this Agreement or in the Company’s stock or benefit plans, Executive is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed not entitled to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with receive from the Company the consummation payment or distribution of which will constitute a Change in Controlany amounts of pay, bonus, benefits, cash, stock, stock options or other type of property. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The On the Effective Date or as soon as practicable thereafter the Company shall pay Employee a lump sum, in cash, in an amount, including certain payments that Employee would have been entitled to receive under the Executive Employment Agreement upon a termination without cause, as follows: (a) a payment equal to (A) a prorated portion of Employee's Base Salary at the payments described time of termination based on the proportion that the number of days from January 1 in this Section 5.1 the year of such termination through and including August 31, 2005 bears to the total number of days in the year of termination less any amount of Employee's Base Salary for the 2005 fiscal year that that has been previously paid to Employee and (B) a payment equal to one (1) year of the target incentive pay of Employee ("Severance PaymentsTarget Incentive Pay") as approved by the Board of Directors of the Company as part of the Company's 2005 annual incentive plan for senior executives of the Company (the "Annual Incentive Plan"), to the extent earned and payable, according to the metrics established by the People Services (Compensation) Committee of the Board, to be paid at the time of payment of Target Incentive Pay for other senior executives; and (b) a payment equal to (A) two (2) times Employee's Base Salary at the time of termination plus (B) two (2) times Employee's Target Incentive Pay for the 2005 fiscal year as severance payments; and (c) a payment equal to the amounts payable to Employee as a complete discharge set forth in Section 6.02 and Section 6.03 of the Employment Agreement which are not being continued hereunder based upon the current one (1) year cost of such benefits to the Company. Notwithstanding anything to the contrary in the Employment Agreement, the termination of the Executive's employment following a Change in Control during Employment Agreement and the term execution of this Agreement, including Agreement shall not cause the Executiveacceleration of Employee's termination of employment for Good Reason, unless such termination is (astock options pursuant to Section 8.03(c) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in ControlEmployment Agreement. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the Executive's employment 5.01 Subject to Sections 5.02 and 5.05 hereof, following a Change in Control and during the term of this Agreement, including upon the termination of Executive's employment (i) by Employer Without Cause, or (ii) voluntarily by Executive following the occurrence of an event constituting Good Reason, as defined herein, in lieu of any further salary payments to Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to Executive (other than retirement plan payments and benefits), Employer shall pay Executive the payments described below in this Section 5.01 (the "Severance Payments"). For purposes of the immediately preceding sentence, if a termination of employment Executive's employment, either by Employer Without Cause or by Executive for Good Reason, unless occurs within six (6) months prior to a Change in Control, such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated occurred following a Change in Control by Control, and the Company without Cause if Date of Termination (as defined herein) shall be deemed to have occurred, on and as of, the Executive's employment is terminated prior to a Change in Control without Cause at date of the direction (or action which constitutes a direction) occurrence of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control.; thus entitling Executive to the payments contemplated in Section 4.02 hereof and the Severance Payments described below in this Section 5.01. The Severance Payments are as follows: (iA) Within three (3) business days after the Date of Termination, the Company Employer shall make pay to Executive a lump sum or monthlyseverance payment, at the Executive's optionin cash, cash severance payment to the Executive in an amount which is equal to: to the higher of (x) the ___ times Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based based, or in effect (y) ___ times the average of Executive's annual base salary for the three (3) years immediately prior to the Change occurrence of the event or circumstance upon which the Notice of Termination is based. (B) Employer shall pay to Executive a lump-sum amount, in Control; cash, equal to the sum of (i) any annual discretionary bonus which has been allocated or awarded to Executive for a completed fiscal year preceding the Date of Termination, but has not yet been paid (pursuant to Section 4.02 hereof or otherwise), and (yii) a pro-rated pro rata portion of Executive's Targeted Annual Bonus an annual discretionary bonus for the fiscal year in which the Date of Termination occurs, determined by multiplying Executive's annual discretionary bonus, awarded or paid for the most-recently-completed fiscal year, by a fraction, the numerator of which shall be the number of full days Executive was employed by Employer during the fiscal year in which Executive's Date of Termination occurred and the denominator of which shall be three hundred sixty-five (365). (iiC) For a twelve At the election of Executive, exercised by written notice to the Board no later than thirty (1230) month period after days following the Date of Termination, Employer shall repurchase all Options for shares in Holding Company or Bank held by Executive ("Options") that Executive elects to sell to Employer (which Options shall be cancelled upon the Company shall arrange making of the payment referred to provide below) by the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior payment of a lump-sum amount, in cash, equal to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(iiproduct of: (i) shall be reduced that amount which is equal to the extent comparable benefits are excess of (x) the higher of (1) the Current Market Value of Holding Company or Bank Shares ("Shares") or (2) the highest per-share price for Shares actually received by or made available to the Executive without cost during the twelve paid within six (126) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of months preceding the Executive's written request for payment accompanied with notice of election to sell the Option, over (y) the per-share exercise price of each such evidence Option held by Executive, times (ii) the number of fees and expenses incurred as the Company reasonably may requireShares covered by each such Option.

Severance Payments. 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of If the Executive's employment is terminated following a Change in Control and during the term of this AgreementTerm, including the Executive's termination of employment for Good Reason, unless such termination is other than (aA) by the Company for Cause, or (bB) by reason of death, Disability or Retirement, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the following amounts, and provide the Executive the following benefits (collectively, the “Severance Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof: (i) 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 (including pursuant to the Employment Agreement between the Executive and the Company dated December 4, 2019), the Company shall pay to the Executive a severance payment, in cash, equal to 2.0 times the sum of (x) the Executive's Death base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or Disabilitycircumstance constituting Good Reason, and (y) the average of Executive's annual bonus(es) or award(s) for the three (3) fiscal years (or such shorter number of full fiscal years during which Executive was employed by the Company or its successor) pursuant to any cash bonus plan maintained by the Company in respect of the fiscal years preceding the Date of Termination or, if higher, in respect of the fiscal years preceding the Change in Control (or if Executive shall not have been employed for a full fiscal year as of the Date of Termination, the amount of the applicable annual bonus in effect for the Executive as of the Date of Termination, or if greater, the date of the Change in Control, that would have been earned if results for that portion of the fiscal year in which the Date of Termination or Change of Control, as applicable, occurs were annualized). Such payments shall commence on the first Company payroll period occurring after the thirtieth (30th) day following Executive’s Date of Termination (the “Severance Delay Period”) and be payable over the twenty-four (24) months following the Date of Termination, where the initial payment will include any payments that would have been made during the Severance Delay Period. (ii) In lieu of the Company’s payment for any benefits continuation following Termination, the Company shall pay to Executive a lump sum payment, in cash, equal to the estimated cost of procuring for the Executive and his dependents: life, disability, accident and health insurance benefits for a period of two years following the Date of Termination, with such payment to be paid on the first Company payroll period occurring after the thirtieth (30th) day following the Executive’s Date of Termination. The Executive will continue to be eligible to elect any statutory continuation rights or any portability rights the Executive may have, in accordance with the applicable requirements of such rights, at the sole cost of the Executive, and the duration of any continuation rights shall not be extended by this Agreement. For purposes of this subparagraph (ii), the Company may modify or discontinue the payment contemplated by this Agreement to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). (iii) Notwithstanding any provision of any stock option plan, stock incentive plan, restricted stock plan or similar plan or agreement to the contrary, as of the Date of Termination, (x) the Executive shall be fully vested in all outstanding options to acquire stock of the Company (or the options of any parent, surviving, or acquiring company then held by the Executive) and all then outstanding restricted shares of stock of the Company and other equity-based awards (including restricted stock units of the Company and, except as otherwise provided in the applicable award agreement, any awards subject to performance-vesting conditions shall be settled assuming the “target” level of performance shall have been achieved) (or, in each case, such parent, surviving or acquiring company) held by the Executive, and (y) subject to any limitation on exercise in any such plan or agreement that may not be amended without stockholder approval, all options referred to in clause (x) above shall be immediately exercisable and shall remain exercisable until the earlier of (1) the second anniversary of the Date of Termination, or (2) the otherwise applicable expiration date of the term of such option. For the avoidance of doubt, settlement of any restricted stock units (including performance units), the vesting of which is accelerated pursuant to this Agreement, shall occur upon vesting pursuant to this Section 6(a)(iii), subject to any previous legally binding deferral election regarding such units. (iv) To the extent that the full vesting of any stock option, share of restricted stock or other equity-based award, or the full exercisability of any stock option or other equity-based award, provided for in Section 6(a)(iii) should violate any law, rule or regulation of any governmental authority or self-regulatory organization applicable to the Company, or to the extent otherwise determined by the Company in its sole discretion, the Company may, in lieu of providing any vesting or exercisability rights pursuant to Section 6(a)(iii), (x) cancel any or all of the Executive’s outstanding options in exchange for a lump sum payment, in cash, equal to the excess of the fair market value of the shares of stock underlying such options (whether or not vested or exercisable) on the Date of Termination (as reasonably determined by the Board in good faith) over the aggregate exercise price provided for in such stock options, and (y) repurchase any shares of restricted stock or other equity-based awards (including restricted stock units of the Company) at their fair market value (as determined by the Board without regard to the restrictions on such shares of stock). For the avoidance of doubt, settlement of any restricted stock units (including performance units), the vesting of which is accelerated pursuant to this Agreement, shall occur pursuant to this Section 6(a)(iv), subject to any previous legally binding deferral election regarding such units. (v) The Company shall pay to the Executive a lump sum amount, in cash, equal to the average of the actual annual bonus(es) or award(s) received by the Executive pursuant to any cash bonus plan maintained by the Company in respect of the three (3) most recent fiscal years which occurred immediately prior to the Date of Termination (or such shorter number of full fiscal years during which Executive was employed by the Company or its successor) (or if Executive shall not have been employed for a full fiscal year as of the Date of Termination, the amount of the applicable bonus in effect for the Executive as of the Date of Termination, or if greater, the date of the Change in Control that would have been earned if results for that portion of the fiscal year in which the Date of Termination or Change of Control, as applicable, occurs were annualized), multiplied by a fraction, the numerator of which is the number of days in the current fiscal year through and including the Date of Termination, and the denominator of which is 365. (vi) The lump sum payments provided for in Section 6(a)(iv) and 6(a)(v) shall be made, if at all, within thirty (30) days of the Date of Termination, with the payment date determined by the Company in its sole discretion. (vii) The Company shall provide the Executive with outplacement services suitable to the Executive's position not to exceed $40,000 in amount and in no event shall such amount be paid to Executive. For purposes of this Agreement, 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 within six (6) months prior to a Change in Control where the Change in Control was under consideration at the time of the following applicable termination event (x) the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with by the Company the consummation of which will constitute a Change in Control. without Cause, or (iy) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: terminates his employment for Good Reason within six (x6) the Executive's annual base salary in effect immediately prior to months of the occurrence of the event which constitutes Good Reason, or circumstance upon which if shorter, the Notice end of Termination is based or in effect immediately prior the Term. Notwithstanding anything herein to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for contrary, to the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationmaximum extent permitted by applicable law, the Company shall arrange Severance Payments and/or other benefits to provide the Executive with medical and dental insurance benefits substantially similar be made to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii6(a) shall be reduced made in reliance upon Treasury Regulations promulgated under Section 409A of the Code, including Section 1.409A-1(b)(9) of the Treasury Regulations (including any exceptions from the application of Section 409A thereunder) and Section 1.409A-1(b)(4) of the Treasury Regulations. For this purpose, each Severance Payment shall be considered a separate and distinct payment for purposes of Section 409A of the Code. However, to the extent comparable benefits any such payments are actually received by or made available treated as non-qualified deferred compensation subject to Section 409A of the Executive without cost during the twelve Code, then (12a) month period following the no amount shall be payable pursuant to this Section 6(a) unless Executive's ’s termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (b) if Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the Severance Payments to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s Severance Payments shall not be provided to Executive prior to the earlier of (x) the expiration of the six-month period measured from the date of the Executive’s “separation from service” with the Company (as such term is defined in Section 1.409A-1(h) of the Treasury Regulations) or (y) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this paragraph shall be paid in a lump sum to the Executive, and any such benefits actually received by remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether the Executive shall be reported to is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Company by Code as of the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment time of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments his separation from service shall be made within five (5) business days after delivery by the Company in accordance with the terms of Section 409A of the Executive's written request for payment accompanied with such evidence Code and applicable guidance thereunder (including without limitation Section 1.409A-1(i) of fees the Treasury Regulations and expenses incurred as the Company reasonably may requireany successor provision thereto).

Severance Payments. 5.1 The Company shall pay (i) Upon the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination occurrence of the Executive's employment following a Change in Control during the term of this AgreementTriggering ▇▇▇▇▇, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment ▇▇▇▇▇yee shall be deemed to have been terminated following a Change in Control by earned the Severance Amount, as defined below, on the effective date of the Triggering Event. The obligation of the Company without Cause if under this Subsection 5C(i) shall take the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) place of a Person who has entered into an agreement with any other obligations of the Company under this Section 5 to pay to Employee for the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence balance of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior Term Employee's then Base Salary pursuant to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs.Subsection 5A. (ii) For a twelve (12) month period after the Date purposes of Terminationthis Agreement, the Company term Severance Amount shall arrange mean the following: (a) if a Triggering Event occurs as a result of a Constructive Termination in connection with a Change of Control, the Severance Amount shall be an amount equal to provide the Executive one and one half (11/2) times Employee's Base Salary; (b) if a Triggering Event (other than a Constructive Termination in connection with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately a Change of Control) occurs within one hundred eighty (180) days prior or subsequent to the Notice date of Termination. Benefits a Change of Control, or is in any way related to, results from, arises out of, or is in connection with a Change of Control, the Severance Amount shall be an amount equal to one and one-half (11/2) times Employee's Base Salary; or (c) if a Triggering Event otherwise receivable by occurs, the Executive Severance Amount shall be an amount equal to one (1) times Employee's Base Salary. (iii) If the Severance Amount payable pursuant to this Section 5.1(iiis an amount equal to one and one-half (11/2) times Employee's Base Salary, then the Severance Amount shall be reduced paid within thirty (30) days of the date of the Triggering Event. Otherwise, the Severance Amount payable pursuant to the extent comparable benefits are actually received by or made available to the Executive without cost during this Section shall be paid over the twelve (12) month period following the ExecutiveTriggering Event according to the Company's payroll practices and procedures in effect at the time of the Triggering Event. (iv) Upon the occurrence of a Triggering Event, any and all stock options to purchase shares of the Company's Common Stock which are held by Employee shall become one hundred percent (100%) vested and immediately exercisable as of the date of such Triggering Event, and shall be exercisable by the Employee over the balance of the remaining stated term of such stock options (which term shall be the term applicable to the Employee in the absence of termination of employment (and employment), notwithstanding any such benefits actually received by provision contained in the Executive shall be reported stock option agreement to the Company by the Executive)contrary. 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 The Company shall pay 4.1 In the Executive the payments described in this Section 5.1 ("Severance Payments") upon the event of termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Executive without Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment Executive shall be deemed entitled to have been terminated following a Change in Control by receive all unpaid Base Salary earned to the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) date of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, termination and the Company shall make continue to pay to Executive as a lump sum or monthly, at severance payment (the "Severance Payment") Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base monthly salary in effect immediately prior to the occurrence as of the event or circumstance upon which date of termination for twelve (12) months following the Notice of Termination is based or in effect immediately prior to the Change in Controltermination date; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a provided, however, that if Executive becomes otherwise employed any time during such twelve (12) month period after period, the Date Company thereafter shall pay to Executive only one-half of Terminationthe remaining monthly Severance Payment due to Executive. In addition, in the event of a Constructive Dismissal of Executive, the Company shall arrange pay to provide Executive the Executive with medical Severance Payment and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) such Severance Payment shall not be reduced due to the extent comparable benefits are actually received by or made available to the Executive without cost Executive's subsequent employment during the twelve (12) month period following period. If Executive is terminated or resigns under this paragraph, Executive shall be entitled to receive all accrued and unpaid incentive compensation and other bonuses (if any) for the year in which such termination occurs, prorated as of the date of termination. Any payments pursuant to this paragraph shall constitute liquidated damages and shall be Executive's sole right to compensation in the event of a Constructive Dismissal or termination by the Company without Cause. Executive's acceptance of each payment provided for in this paragraph shall constitute a release of the Company, its officers, directors and affiliates, from all claims Executive may then have against the Company, except for the obligation of the Company to continue to make the Severance Payment for the balance of the twelve (12) month period. In the event of termination for Cause, Executive shall be entitled to receive all unpaid Base Salary earned to the date of termination, but all other rights of Executive hereunder shall terminate as of the effective date of Executive's termination. 4.2 This Agreement shall terminate automatically upon the death of Executive. In addition to any benefits under any insurance, retirement or other plan of the Company for Executive, the Company shall pay within thirty (30) days of the date of death to the Executive's termination of employment (and any such benefits actually received by legal representatives or, if the Executive shall be reported have filed with the Company a designation of a person to receive such payment, such person, the sum of any unpaid Base Salary through the date of termination and any accrued and unpaid incentive compensation or other bonuses (if any) for the year in which such termination occurs prorated as of the date of termination. 4.3 If, during the period of this Agreement, Executive comes under such illness, physical or mental disability or other incapacity ("Disability") that the Board determines that he is unable to perform his full-time duties to the Company for a period in excess of 60 substantially consecutive days or nonconsecutive periods aggregating more than one hundred and twenty (120) days within any six (6) month period, exclusive of Saturdays, Sundays, holiday or days on which Executive was on vacation, the Company may terminate the Executive by giving notice to Executive of its intention to terminate due to Disability and this Agreement shall terminate at the Executive)end of the month in which such notice was given. In the event of such termination, the Company shall pay the sum of (i) any unpaid Base Salary through the date of termination, (ii) any accrued and unpaid incentive compensation or other bonuses (if any) for the year in which such termination occurs prorated as of the date of termination, and (iii) the Severance Payments described in Section 4.1, minus any amounts payable to Executive under the Company's benefit plans or insurance or social security payable. 5.2 The Company also shall pay to the Executive 4.4 Upon termination of this Agreement, all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery obligations of the Executive's written request for payment accompanied with such evidence Company and rights of fees and expenses incurred Executive under this Agreement shall cease, except as the Company reasonably may requireotherwise provided herein. 5.

Severance Payments. 5.1 Upon a termination of Executive’s employment pursuant to Sections 5.2 or 5.3 or a notice of non-renewal given by the Company pursuant to Section 4.1, and in consideration of and subject to Executive’s delivery to the Company of a release that becomes irrevocable within 30 days of Executive’s Separation from Service (as defined below), in form and substance reasonably satisfactory to the Company, of any claims that Executive might have against the Company: (a) the Company shall make payments to Executive, as liquidated damages in lieu of all other claims, of an amount equal to the sum of: (i) Executive’s Base Salary, and (ii) the greater of Executive’s Annual Bonus for the prior fiscal year or Executive’s Base Salary. Subject to Section 9, such amount shall be paid in 24 equal semi-monthly installments, without interest, beginning on the first business day of the first month that is at least 30 days following Executive’s separation from service with the Company and/or its Affiliates within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code and the regulations thereunder (the “Separation from Service”). The Company shall pay have no obligation to make such payments in the event of a breach by Executive of Executive’s covenants in Section 8. (b) Unless otherwise provided in the payments described in this Section 5.1 applicable equity award agreement, all Options ("Severance Payments"or Equity Awards) that would have become exercisable (or vested) on or before the first anniversary of the date of grant following the Termination Date shall become exercisable (or vested) upon the termination of Termination Date; and, (c) In the event Executive's ’s employment following a Change in Control during with the term Company is terminated pursuant to Section 5.2 or 5.3, subject to Section 9 of this Agreement, including Executive and Executive’s covered dependents shall be entitled to continue to receive, at the expense of the Company (other than Executive's ’s continued payments of the current portion of such costs for Executive and his covered dependents), and participate in, for a period of 12 months from the Termination Date, any life insurance, disability insurance, dental insurance, health insurance or hospital plans of the Company in effect at the Termination Date (as such plans may be amended from time to time thereafter); provided, that, in the event of Executive’s termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change “in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement connection with the Company the consummation of which will constitute a Change in Control. ” (i) Within three as defined in Section 7), such benefits shall be substantially similar in the aggregate to (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (xgreater than) the Executive's annual base salary in effect immediately prior benefits provided to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect Executive and his covered dependents immediately prior to the Change in Control; and Control (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Terminationor, if greater, the Company shall arrange benefits provided to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving his covered dependents immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's ’s termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executiveemployment). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

Severance Payments. 5.1 (a) In consideration for entering into this Agreement, the Company shall pay to Executive $2,500,000 minus the actual Insurance Costs (as defined below) (“Aggregate Severance Payment”). The Company shall pay the Aggregate Severance Payment to Executive in accordance with the payments described payment, grant and vesting schedules set forth in this Section 5.1 ("Severance Payments") upon the termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or Appendix A. (b) by reason Payment of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following Aggregate Severance Payment is made as a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash full and final severance payment to Executive in satisfaction of all amounts otherwise due, or alleged to be due, from the Company to Executive under the Executive Employment Agreement or otherwise. Executive’s receipt of the Aggregate Severance Payment is contingent on and subject to Executive delivering and not revoking an executed form of the Release attached hereto as Appendix B, which revocation will extinguish, among other things, any obligation for the Company to otherwise pay Executive any Quarterly Severance Payment (as defined in an amount equal to: (xAppendix A) under this Agreement. In the event that such revocation occurs after the Company has paid the first Quarterly Severance Payment to Executive's annual base salary , Executive shall immediately return such payment to the Company in effect cash in immediately available funds. The Parties understand that all outstanding equity options, restricted equity grants and similar rights held by Executive with respect to securities of the Company granted to Executive on or prior to the occurrence Separation Date have previously vested. To the extent that any grant to Executive is not fully vested as of the event or circumstance upon which Separation Date, all such options and equity grants shall vest and be immediately exercisable as of the Notice of Termination is based or in effect immediately prior Separation Date but shall continue to be subject to the Change in Control; terms, restrictions, and limitations of such options, grants, and rights (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the including expiration and termination provisions thereof except as hereinafter provided). The Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those acknowledges that the Executive is receiving immediately prior to the Notice exercise period of Termination. Benefits otherwise receivable all stock options held by the Executive has previously been extended pursuant to this Section 5.1(ii) shall be reduced an Amendment to Stock Option Award Agreement, dated December 26, 2013, between the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following Company and the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.