Common use of Severance Payments Clause in Contracts

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide Executive with the following payments or benefits: (a) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Date.

Severance Payments. If Except as otherwise provided in Section 4 and subject to Section 6 and Section 19, if the Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits: (a) The a lump-sum cash amount within thirty (30) days following the Date of Termination equal to the sum of: (i) the Executive’s base salary through the Date of Termination, and any accrued vacation, in each case to the extent not theretofore paid; (ii) any unpaid bonus accrued with respect to the fiscal year ending on or preceding the Date of Termination; and (iii) subject to presentment of appropriate documentation, any unreimbursed expenses incurred through the Date of Termination in accordance with Company policy (collectively, the “Accrued ObligationsAmounts”); (b) Any earned but unpaid a lump-sum cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the product of (i) the annual bonus with respect to any completed fiscal year that has ended prior to the Termination DateExecutive would have been paid based on the achievement of actual performance goals and (ii) a fraction, the numerator of which amount shall be paid at such time annual bonuses are generally paid to other senior executives is the number of the Company Group, but days in no event later than March 15th following the end of the fiscal year to in which such annual bonus relates the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365) (the “Earned Pro-Rata Bonus”); (c) Subject a lump-sum cash amount within thirty (30) days following the Date of Termination equal to achievement one times the sum of (A) the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs annual base salary and (disregarding any subjective performance goals and any other exercise by B) the Compensation Committee greatest of negative discretion), payment of (1) the annual Executive’s target bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of for the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary Date of Termination occurs and (ii2) the average annual cash bonus paid to of the actual bonuses earned by the Executive over in respect of the most recently completed three two (32) preceding fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years Company immediately preceding the fiscal year in which the Date of Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and; (fd) To the extent permitted by applicable law and without penalty to the Company, subject to (A) the Executive’s timely election of COBRA continuation coverage under the CompanyConsolidated Budget Omnibus Reconciliation Act of 1985, as amended (“COBRA”), (B) the Executive’s group health plan, on continued co-payment of the first regularly scheduled payroll date employee portion of each month for any contribution or premium at the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal same level and cost to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided) and (C) the Executive’s continued eligibility for COBRA continuation coverage, that any payments described herein shall cease the Company will pay for a period of up to twelve (12) months following the Date of Termination the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company. Notwithstanding the foregoing, in the event that the Executive fails to pay any required contribution or premium or becomes employed with another employer and becomes eligible to receive health substantially similar or improved medical, dental or vision benefits from another such employer (whether or not the Executive accepts such benefits), the Company’s obligations under this Section 3(d) shall immediately cease, except that are substantially similar the Company’s obligation to those continue to make available continuation coverage under COBRA at the full COBRA rates shall be determined in accordance with COBRA. The Executive was will notify the Company of the Executive’s eligibility for medical, dental or vision benefits from a subsequent employer within thirty (30) days of such eligibility; and (e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights that would become vested and exercisable if the Executive had continued to be employed with the Company during the twelve (12) month period commencing on the Date of Termination shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards that would have lapsed if the Executive had continued to be employed with the Company during the twelve (12) month period commencing on the Date of Termination shall lapse and such awards shall become immediately payable; and (f) all other payments, benefits or fringe benefits to which the Executive shall be entitled to receive immediately prior to under the Termination Dateterms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant (the “Other Benefits”).

Severance Payments. If Executive’s employment with the Company is terminated during the Term of Employment, (i) whether or not a Change in Control Termination Period or Potential Change in Control has occurred, the Company terminates the employment of Executive other than by reason for Cause, (ii) a Change in Control or Potential Change in Control has occurred and Executive has complied with Section 6 of a Nonqualifying Terminationthis Agreement, then or (iii) the Executive's duties, responsibilities or authority (including status, office, title, reporting relationships or working conditions) have been materially altered from those in effect on the date of this Agreement, (iv) the Executive has been required to relocate to an office or related entity more than fifty (50) miles from the office where Executive was located on the date hereof, or (v) the Company has breached any of its obligations under this Agreement, then, in any such event (at the Executive's option in the case of any event described in clause (ii) through (v) above), the Executive's employment hereunder shall pay or provide cease and Executive with shall be entitled to the following payments or benefits: (a) The Accrued Obligations;the Company will pay to Executive the Executive's then current base salary for the twelve (12) month period following the date of such termination subject to applicable withholdings and in accordance with the regular payroll practices of the Company and the Company will also pay one times the annual target bonus described in the Executive Incentive Compensation Plan. In the case of a Change in Control, Potential Change in Control, or termination under Section 12.1(b) the payment period for salary continuation will be eighteen (18) months, and in addition a payment of one and one half (1.5) times the target annual bonus currently in effect. Payments under this section do not include the LTIP; and (b) Any earned but unpaid annual bonus with respect to continuous coverage, at the Company's expense, under any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to group health plan and other senior executives benefits described in Section 5.3 maintained by or on behalf of the Company GroupCompany, but in no event later than March 15th which Executive participated as of the Date of Termination, for the twelve (12) month period following the end date of termination, except that in the fiscal year to which such annual bonus relates case of Change in Control, Potential Change in Control or termination under Section 12.1(b) coverage will be for eighteen (“Earned Bonus”);18) months following the date of termination; and (c) Subject to achievement of continued participation in the applicable performance conditions Annual Bonus Plan referenced in Section 5.2, on a pro rata basis for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal calendar year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred;under Sections 7 or 12.1(b) occurs; and (d) Any service-based vesting if Executive is terminated for cause, no payments are due under this section. Executive's right to continued coverage under this section shall in no way reduce or service requirements with respect limit any continuation coverage under such group health plan to which Executive or any equity grant of Executive's qualified beneficiaries are entitled under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") or Minnesota Statutes §§ 61A.092 and other long-term incentive award previously granted 62A.17 et seq. This extension of coverage, however, shall be coordinated with, and shall be provided concurrently with, any benefits or continuation rights otherwise available to Executive and then outstanding Executive's eligible dependents under state or federal continuation of coverage statutes, including but not limited to, Minnesota Statutes §§ 61A.092 and 62A.17 et seq. and the federal Consolidated Omnibus Budget Reconciliation Act ("COBRA"). Accordingly, within ten (10) days after the date of termination, Executive and Executive's dependents who are eligible for such statutory continuation rights shall become vested complete all forms and non-forfeitable as papers necessary and customary to elect such continuation coverage. The Parties expressly agree that the extension of benefits provided for by this Agreement is not intended to create a retiree health plan covering any other employees. In all other respects, the Termination Date payment of benefits, including the amounts and any performance-based equity grant and other long-term incentive award previously granted timing thereof, to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall Executive's eligible dependents will be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) terms of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, applicable employee benefit plans for which Executive was eligible and Executive's dependents are eligible. The Company will answer any reasonable questions that Executive may have from time to receive an annual cash bonus)time and will offer him the same assistance given other participants in employee benefit plans so long as Executive is entitled to benefits as provided herein or under the terms of those plans. Nothing in this Agreement, which amount including the Severance Payments described in this Section 7, shall in any way be paid in a lump-sum on construed to extend the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to period of Executive's employment with the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Date.

Severance Payments. If (a) The Company shall pay the Executive the payments and benefits set forth in this Section 6(a) upon any termination of the Executive’s employment, including, without limitation, the nonextension of the Executive’s employment with by the Company pursuant to Section 2 hereof, unless such termination is terminated by the Company for Cause, by the Executive without Constructive Termination or the nonextension of the Executive’s employment by the Executive pursuant to Section 2 hereof: (i) The Company shall pay as severance pay to the Executive an amount (the “Cash Severance Amount”) equal to two (2) times the sum of (x) the Executive’s Base Salary at the highest rate in effect prior to the Date of Termination, plus (y) the full amount of the target level bonus for which the Executive is eligible (or, if no such target level bonus exists, the maximum bonus, performance and incentive compensation amounts for which the Executive is eligible), calculated based upon the bonus period in which the Date of Termination occurs and annualized to the extent that such bonus period does not reflect a twelve (12) month period. The Company shall pay the Cash Severance Amount over the twenty-four (24) month period immediately following the Date of Termination (the “Severance Period”), in equal installments as nearly as practicable, on the normal payroll dates for employees of the Company generally; provided that, in the event the aggregate portion of the Cash Severance Amount payable during the Change first six (6) months of the Severance Period would exceed an amount (the “Minimum Amount”) equal to two (2) times the lesser of (i) the Executive’s annualized compensation as in Control Termination Period other than by reason effect for the calendar year immediately preceding the calendar year during which the Executive’s termination of employment occurs, or (ii) the maximum amount that may be taken into account under a Nonqualifying Terminationqualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”) for the calendar year during which the Executive’s termination of employment occurs, then (x) the Company shall pay a portion of the Cash Severance Amount equal to the Minimum Amount over the first six (6) months of the Severance Period, in equal installments as nearly as practicable, on the normal payroll dates for employees of the Company generally and (y) the Company shall pay the remainder of the Cash Severance Amount over the remaining eighteen (18) months of the Severance Period, in equal installments as nearly as practicable, on the normal payroll dates for employees of the Company generally. Notwithstanding the foregoing, in the event the Company terminates the Executive’s employment without Cause or provide 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 two (2) years thereafter, the Company shall pay the Cash Severance Amount in cash in a single lump sum payment within five (5) days of the Date of Termination; provided that, in the event the Cash Severance Amount would exceed the Minimum Amount (as defined above), then a portion of the Cash Severance Amount equal to the Minimum Amount shall be paid no later than five (5) days after the Date of Termination, and the remainder of the Cash Severance Amount shall be paid on the date that is one business day after the date that is six (6) months after the Date of Termination. In no event shall any payments under this Section 6(a)(i) be made later than December 31 of the second (2nd) calendar year following payments or benefits:the calendar year during which the Date of Termination occurs. (aii) The Accrued Obligations;For a twenty-four (24) month 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 those which the Executive is receiving immediately prior to the Notice of Termination. (b) Any earned but unpaid annual bonus Notwithstanding any contrary provision in any agreement relating to the grant by the Company or any of its affiliates of any option to acquire shares of the Company’s or any affiliate’s capital stock pursuant to 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”) (including in each case, without limitation, Stock Options and Restricted Stock granted under the Company’s Amended and Restated Omnibus 2002 Stock Incentive Plan (the “Plan”)), if such Stock Options or Restricted Stock held by the Executive are assumed or an equivalent option right substituted by a successor corporation (or its affiliate) in a Corporate Transaction (as defined in the Notice of Stock Option Grant or Notice of Restricted Stock Bonus Award entered into under the Plan) or a Change of Control (as defined below), then during the period commencing with a written agreement for such Corporate Transaction or 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 2 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. Stock Options and Restricted Stock not so assumed or substituted by the successor corporation in such Corporate Transaction shall be treated as provided in the Plan or the agreements thereunder (or other plans and agreements applicable to such Stock Options or Restricted Stock, as the case may be) with respect to any completed fiscal year Stock Options and Restricted Stock that has ended prior to the Termination Date, which amount shall be paid at are not assumed or substituted in such time annual bonuses are generally paid to other senior executives Corporate Transaction or Change of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”);Control. (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company The payments provided in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount Section 6(a) shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty addition to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost payments and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease benefits set forth in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination DateSection 7 hereof.

Severance Payments. If (a) The Company shall pay the Executive the payments set forth in Section 7(b) upon any termination of the Executive’s employment with 's employment, unless such termination is (x) by the Company is terminated during the Change in Control Termination Period other than for Cause, (y) by reason of a Nonqualifying death or Disability or (z) by the Executive without Good Reason. Such payments shall be in addition to the payments and benefits set forth in Section 8 hereof. (b) In the event of any termination of the Executive's employment other than pursuant to clauses (x), (y) or (z) of Section 7(a): (i) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination, then the Company shall pay or provide as severance pay to the Executive with a lump sum severance payment in cash equal to the following payments or benefits: sum of (ax) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended two times the Executive's Base Salary in effect immediately prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives occurrence of the Company Group, but in no event later than March 15th following circumstance giving rise to the end Notice of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned Termination given in respect of thereof and (y) two times the fiscal year maximum bonus or incentive compensation that the Executive could potentially be awarded in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Date of Termination Date occurredoccurs; (dii) Any service-based vesting notwithstanding any provision of any bonus or service requirements with respect compensation plan, the Company shall pay to any equity grant and other long-term incentive award previously granted to the Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata lump sum amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount cash equal to two hundred percent (200%) of the sum of (ix) Executive’s then-current base salary any bonus or incentive compensation which has been allocated or awarded to the Executive for a fiscal year or other measuring period preceding the Date of Termination under any bonus or compensation plan but has not yet been paid, and (iiy) a pro rata portion, to the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any Date of Termination, of the three (3) fiscal years immediately preceding maximum bonus or incentive compensation that the Executive could potentially be awarded in the fiscal year in which the Date of Termination occurs; (iii) notwithstanding the provisions of any agreement or plan pursuant to which the Executive shall have been granted options to purchase Company's Shares (the "Options"), all Options that are vested as of the Date occursof Termination and all Options which would vest within 181 days thereof (or in the case of a Change of Control, the average all vested or unvested Options), shall be determined for that period deemed vested and immediately exercisable as of fiscal yearsthe Date of Termination and shall not expire prior to the 181st day after the Date of Termination, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid (or in the case of a lump-sum Change of Control on the sixtieth (60th) day following third anniversary of the Termination Date; andChange of Control); (fiv) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each for a twenty-four (24) month for the eighteen (18)-month period commencing after the Termination DateDate of Termination, the Company will shall administer and pay Executive an amount equal to for the difference between Executive’s monthly COBRA premium cost 's life, disability, accident and the premium cost to Executive as if Executive were an employee of the Company (excludinghealth insurance benefits, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein which shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are be substantially similar to those insurance benefits which the Executive was entitled to receive receives immediately prior to the Notice of Termination. (c) The payments provided in Section 7(b) shall be made not later than the fifth day following the Date of Termination Dateor, if the Executive's termination is a result of a Change of Control, immediately after the Change of Control. (d) In lieu of exercising any outstanding Option by tendering cash, the Executive may elect (in his sole discretion) to exercise any Option by tendering Company Shares and/or Options with a value equal to the amount of the exercise price of the Option. The per share value of each Company Share tendered in accordance with this Section 7(d) shall be the last closing price preceding the Date of Termination of Company Shares on the nationally recognized exchange or quotation system on which trading volume in Company Shares is highest (or, if the Company Shares are not listed or traded on a nationally recognized exchange or quotation system, the highest per share price actually paid for Company Shares on or prior to the Date of Termination). The per Option value of each Option tendered in accordance with this Section 7(d) shall be the excess of the per share value of the Company Shares (as determined in accordance with the preceding sentence) over the exercise price for the Option.

Severance Payments. (a) If the Executive’s employment with the Company is terminated during the Change in Control Termination Period Term: (i) by the Corporation for any reason other than for Just Cause or death; (ii) by reason the Corporation because of a Nonqualifying Terminationthe Executive’s Disability; or (iii) by the Executive for Good Reason, then the Company Executive shall pay or provide Executive with the following payments or benefits: be entitled to (a) The Accrued Obligations;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 the termination. (b) Any earned but unpaid annual bonus with respect to any completed fiscal year Notwithstanding Section 4.3(a), in the event that has ended prior the Corporation terminates the Executive due to the Termination DateExecutive’s Disability, which amount the amounts owing to the Executive in Section 4.3(a) shall be paid at such time annual bonuses are generally paid to other senior executives reduced by the amount of any payments received by or on behalf of the Company Group, but Executive from the Corporation’s long term disability insurance during the period in no event later than March 15th following the end respect of the fiscal year which severance payments are to which such annual bonus relates (“Earned Bonus”);be made. (c) Subject to achievement 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 applicable performance conditions Corporation (collectively, “Rights”) , all such Rights shall vest immediately and continue to be available for exercise for a period of 60 days following the fiscal year Date of Termination, after which any such Rights shall be void and of no further force and effect. Notwithstanding the foregoing, in the event of a termination for Just Cause or upon the resignation of the Company Executive without Good Reason, the 60 day period shall be reduced to 30 days and the Executive shall only be entitled to exercise those Options that have vested at the date of such termination and the vesting of Options will not be accelerated in which Executive’s termination occurs (disregarding such circumstance. For greater certainty, such Rights include all Time Based and Performance Based Options throughout the Term and for any subjective year in the Term not yet completed shall assume that all performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise criteria have been earned in respect of met at the fiscal year in which such termination occurred, pro-rated 100% to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements 105% level and with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount 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 (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 the Control Change occurs that would be payable based on the actual year to date Gross Revenue and EBITDA performance period 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) the Corporation shall pay to the Executive all outstanding and accrued regular and vacation pay and expenses to the Date of Termination; and (iii) the foregoing payments are payable and to be paid to the Executive upon the date of the Termination Date, and, in other respects, such awards shall be governed by Control Change without any obligation on the plans, programs, agreements, or other documents, as applicable, pursuant part of the Executive to which such awards were granted;mitigate his damages flowing from the termination of his employment. (e) An amount equal All severance payments in this Article shall be made to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) Executive upon the average annual cash bonus paid Control Change unless otherwise agreed to Executive with the company or person that has control over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination DateCorporation.

Severance Payments. If Executive’s employment with (a) Upon the Company is terminated during the Change in Control Termination Period other than by reason occurrence of a Nonqualifying TerminationTriggering Event, then the Company shall pay to Employee the amounts set forth below, which shall be payable in one lump sum payment within thirty (30) days of the Triggering Event, unless otherwise specifically provided for in the Plan or provide Executive with the following payments or benefitssubsections below: (ai) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives all amounts specifically set forth in Article II of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DatePlan; and (fii) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executiveproduct of two (2) times the Employee’s monthly COBRA premium cost Annual Base Salary; and (iii) an amount equal to the maximum yearly contribution the Company could make to the Employee’s account in the LESCO, Inc. Salary Savings Plan and Trust, or any successor qualified defined contribution retirement plan, based on the premium cost amount contributed to such retirement plan by the Employee during the year of the Triggering Event; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive as if any other amounts or benefits required to be paid or provided or which the Executive were an employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (excluding, for purposes of calculating cost, an employee’s ability such other amounts and benefits shall be hereinafter referred to pay premiums with pre-tax dollarsas the “Other Benefits”); provided, that any payments described herein shall cease . (b) Notwithstanding anything to the contrary in the event Plan or the Agreement, if any portion of the compensation or benefits payable to or on behalf of the Employee under the Plan, or under any other agreement with, or plan of, the Company (in the aggregate “Total Payments”) would constitute an “excess parachute payment” under Code Section 280G, then the payments to be made to the Employee under the Plan shall be reduced such that Executive becomes eligible to receive health benefits from another employer the value of the aggregate Total Payments that are substantially similar to those Executive was Employee is entitled to receive immediately prior shall be one dollar ($1) less than the maximum amount that Employee may receive without becoming subject to the Termination Datetax imposed by Code Section 4999, or which the Company may pay without loss of deduction under Code Section 280G. The calculation of such potential excise tax liability, as well as the method in which the compensation reduction is applied, shall be conducted and determined by the Company’s independent accountants whose determinations shall be binding on the Parties.

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide Executive with the following payments or benefits: (a) The Accrued Obligations;Upon termination of the Executive's employment for Just Cause, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive's employment: (i) for death; or (ii) by the voluntary termination of employment by the Executive pursuant to Section 12(d) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Performance Bonus earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section 12(d) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination. Notwithstanding the foregoing, the Executive shall not be entitled to any Performance Bonus earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 12(d) hereof. (b) Any earned but unpaid annual bonus with respect If the Executive's employment is terminated by the Corporation for any other reason other than the reasons set forth in Section 12(a) the Executive shall be entitled to any completed fiscal year that has ended prior an amount equal to the total of: (i) All outstanding base salary earned before the Date of Termination, less any amounts that the Executive received in connection with benefits paid or payable as a result of Disability if applicable; (ii) Any Performance Bonus which has been earned by the Executive before the Date of Termination Date, which amount shall be paid at such time calculated on a pro rata basis based on the number of months in the current bonus period up to and including the Date of Termination ((pro rata Performance Bonus = annual bonuses are generally paid Performance Bonus target / 12) x the number of months in the then-current bonus period up to other senior executives and including the Date of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”Termination); (ciii) Subject to achievement Additional payments based on the Executive's length of service with the applicable performance conditions Company, calculated as Executive's monthly base salary for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days months set forth in the chart on Exhibit 1, less any amounts received by and/or payable to Executive was employed during such fiscal year, which amount shall be in connection with benefits paid at such time annual bonuses are generally paid to other senior executives or payable as a result of the Company GroupDisability if applicable (for purposes of this section 12.b.(iii), but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredExecutive's service start date is June 11, 2012); (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eiv) An amount equal to two hundred percent (200%) 1/12 of the sum Performance Bonus payments earned by Executive during the bonus year preceding the current bonus year times the number of months referred to in the chart on Exhibit 1, based on Executive's length of service with the Company. (iv) Executive’s then-current base salary All outstanding and accrued vacation pay; (iivi) the average annual cash bonus paid All properly incurred and reasonable business expenses owing to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any as of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DateTermination; and (fvii) To Executive's benefits provided for in Section 6(b) shall continue only through the extent permitted by applicable law Date of Termination. If Executive elects to continue his health and without penalty dental insurance coverage pursuant to COBRA, reimbursement for the COBRA premiums for Executive and his dependents for the number of months corresponding to the Companymonths of Executive's severance payments as set forth in the chart on Exhibit 1. Any amounts due under Sections 3(c)(iii), 3(c)(iv) and 3(c)(vii) hereunder shall be paid by the Company to Executive on a monthly basis commencing 30 days following the Date of Termination and not in a lump sum. All salary, Performance Bonus, vacation and severance payments and COBRA reimbursements will be subject to applicable state and federal taxes and FICA withholding. (c) Except as expressly stipulated in Sections 12(d) or 15 hereof or in this Section 13(c), any options which have not vested as of the Date of Termination (being in the case where the Corporation gives notice, the date specified by the Corporation as the date on which the Executive’s election 's employment will terminate) shall terminate and be of COBRA continuation coverage under no further force and effect as of the Company’s group health plan, on Date of Termination and neither any period of notice nor any payment in lieu thereof upon termination of employment hereunder shall be considered as extending the first regularly scheduled payroll date period of each month employment for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal purposes of vesting of options notwithstanding anything to the difference contrary in any other agreement between Executive’s monthly COBRA premium cost the Corporation and the premium cost to Executive as if Executive were an employee of the Company (excludingExecutive. Notwithstanding anything contained in this Section 13, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event of termination by the Corporation other than for Just Cause, the Executive shall have the right to exercise any options which are vested as at the Date of Termination for the 90 Day Period as defined in Section 12(d). Any unvested options which would have otherwise vested during such 90 Day Period shall continue to vest during that period and to the extent any unvested options have vested during such 90 Day Period, the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was shall also be entitled to receive immediately prior exercise those options within a rolling 90 day period after the date of vesting of such options, which period will not exceed 180 days following the Date of Termination. In addition, notwithstanding anything contained in this Section 13 or elsewhere in this Agreement, in the event of termination due to death of the Executive, the estate of the Executive shall be entitled, at any time during the period which is 12 months following the date of death of the Executive (the “12 Month Period”), to exercise any options which have vested as at the date of death of the Executive. In addition, any unvested options which would have otherwise vested during such 12 Month Period shall continue to vest during that period and to the Termination Dateextent of any unvested options have vested during such period, the Executive's estate shall be entitled to exercise those options within a period which starts on the day of vesting and ends 12 months from the date of death of the Executive. For purposes of greater certainty, if the Executive is terminated for Just Cause, Death or if the Executive's employment hereunder is terminated by the Executive pursuant to Section 12(d) then no payment whatsoever shall be made to the Executive under Sections 13(b).

Severance Payments. If For purposes of this Agreement, the “Severance Package” shall consist of the rights set forth in this Section 7.5. Other than as set forth in this Section 7.5, Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment, except that Executive shall be entitled to receive: (a) The amounts set forth in Section 7.1 (a) or Section 7.2 (a), as the case may be, to the extent applicable (without duplication); (b) For a period of four (4) months after Executive’s employment with the Company is terminated during terminated, the Change continuation of the payment of Executive’s Annual Base Salary (as in Control Termination Period other than by reason effect on the effective date of a Nonqualifying Terminationsuch termination, then without regard for any reduction constituting Good Reason) paid in substantially equal installments and at the Company shall pay or provide Executive with the following payments or benefits: (a) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to same intervals as other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”)are paid; (c) Subject to achievement of the applicable performance conditions A bonus for the fiscal year of period beginning on the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last first day of the fiscal year in which Executive’s employment is terminated and ending on the date of such termination (the “Termination Date occurredBonus”), with such pro-rata amount determined by multiplying (i) the fraction equal to the portion of such fiscal year ending on the date of such termination by (ii) the bonus paid (or to be paid, if as a Prior Year Bonus) to Executive for the fiscal year immediately preceding the year in which termination of employment occurs; (d) Any serviceFor a period of four (4) months after Executive’s employment with the Company is terminated, such continuing health benefits (including any medical, vision or dental benefits), under the Company’s health plans and programs applicable to senior executives of the Company generally as Executive would have received under this Agreement (and at such costs to Executive as would have applied) in the absence of such termination (but not taking into account any post-based vesting termination increases in Annual Base Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits), it being expressly understood and agreed that nothing in this subsection (d) shall restrict the ability of the Company to amend or service requirements with respect terminate such plans and programs from time to time in its sole discretion; provided, however, that the Company shall in no event be required to provide such coverage after such time as Executive becomes entitled to receive comparable or more favorable health benefits from another employer or recipient of Executive’s services (and provided, further, that such entitlement shall be determined without regard to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, individual waivers or other documents, as applicable, pursuant to which such awards were grantedarrangements); (e) An amount equal to two hundred percent (200%) The accelerated vesting of the sum of (i) Executive’s then-current base salary and shares described in Section 4.3 (iia) for the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, time from the Effective Date and continuing for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth four (60th4) day months following the Termination Datedate of termination; and (f) To the extent permitted by applicable law Except as provided herein, this Agreement shall otherwise terminate upon such termination of employment and without penalty to the Company, subject to Executive’s election Executive shall have no further rights hereunder except for surviving provisions of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive this Agreement as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease provided in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination DateSection 12.

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company Executive shall pay or provide Executive with receive the following Severance Payments, if he is entitled thereto under Section 12 of this Agreement, provided that no portion of the Severance Payments shall duplicate payments or benefits:to be received by the Executive pursuant to Section 11 of this Agreement. (a) The Accrued ObligationsEmployer shall pay to Executive in a lump sum on the fifth day following the Date of Termination, the following amounts: (i) an amount equal to the amount, if any, of the deferred portion of any awards which pursuant to the Plans has been awarded to Executive but which have not yet been paid to Executive as well as a bonus for the year prior to termination if not yet awarded and for the year of termination prorated through the date of termination, both based on 100% of any bonus awarded Executive for the immediately preceding year, or the average of Executive's bonus awards pursuant to the Plans for the two immediately preceding years, whichever is greater, and including in either case the amount of deferred distributions, if any, which have accrued to Executive's account; (ii) In lieu of any further salary payments to Executive for periods subsequent to the Date of Termination, Employer shall pay Executive, the product of (A) the sum of Executive's annual base salary at the rate in effect on the Date of Termination plus the amounts awarded Executive under the Plans for the year most recently ended (whether or not fully paid), and (B) the number of years (rounded to the nearest hundredth) between the Date of Termination and April 30, 2000; (iii) Employer shall also pay all relocation and indemnity payments as set forth in Section 8(d) of this Agreement; (iv) All reasonable legal fees and expenses incurred by Executive as a result of such termination if Executive substantially prevails in enforcing his rights under this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement); (v) In lieu of the $1.00 par value per share common stock of Employer ("Company Shares") issuable upon the exercise of options that have been awarded to Executive (whether or not exercisable or vested, but excluding options or portions thereof which have lapsed without being exercised by Executive), under any and all Employer stock option plans or agreements, (which options shall be canceled upon payment of the amount set forth below), Executive shall receive an amount in cash equal to one hundred percent (100%) of the aggregate positive spread between the exercise prices of all such options held by Executive, whether or not then fully exercisable, and the closing price of Company Shares as reported on the New York Stock Exchange on the Date of Termination or the last trading date preceding the Date of Termination; (b) Any earned but unpaid annual bonus If Employer shall terminate Executive's employment without Cause or if Executive terminates his employment for Good Reason and at the time of termination any restrictions against sale, transfer or other disposition of Company Shares awarded to Executive under any restricted stock plan or agreement have not lapsed on the Date of Termination, (i) Employer shall declare the restrictions to have lapsed with respect to any completed fiscal year that has ended those shares, provided such restrictions would have lapsed prior to April 30, 2000; and (ii) all restrictions on the 62,500 shares of restricted common stock issued pursuant to Sections 5(k) and (l) of this Agreement shall immediately lapse, and all such shares shall become the property of Executive without restrictions. (c) Employer shall maintain in full force and effect, through April 30, 2000, all employee benefit plans and programs or arrangements in which Executive was entitled to participate immediately prior to the Date of Termination Date(except for bonus and stock option plans) provided that Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive's participation in any such plan or program is barred, Employer shall arrange to provide Executive with benefits substantially similar to those which amount shall be paid at Executive is entitled to receive under such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following plans and programs. At the end of the fiscal year period of coverage, Executive shall have the option to which such annual bonus relates (“Earned Bonus”); (c) Subject have assigned to achievement him at no cost and with no apportionment of the applicable performance conditions for the fiscal year of the Company in which prepaid premiums, any assignable insurance policy owned by Employer and relating specifically to Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred;. (d) Any service-based vesting If Employer terminates Executive's employment without Cause or service requirements with respect if Executive terminates his employment for Good Reason, then in addition to the benefits to which Executive is entitled under the retirement plans or programs in which Executive participates or any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based successor plans or programs in effect on the actual performance for the performance period as Date of the Termination DateTermination, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of Employer shall: (i) Executive’s then-current base salary grant Executive the full eight (8) years of deemed additional service under the SERP, as if all of the conditions of Section 5(j) had been met; and (ii) the average annual pay Executive in one lump sum in cash bonus paid to Executive over the most recently completed three (3) fiscal years at Executive's normal retirement age (or if earlier retirement age should Executive was not eligible to receive an annual cash bonus with respect to any of so elect) as defined in the three (3) fiscal years immediately preceding the fiscal year retirement plans or programs in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum effect on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the CompanyDate of Termination, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee actuarial equivalent of the Company retirement pension to which Executive would have been entitled under the terms of such retirement plans or programs without regard to any vesting requirements of such plans or programs, had Executive accumulated additional continuous service through April 30, 2000, at Executive's salary rate in effect on the Date of Termination plus the amount awarded Executive under the Plans during the year most recently ended (excludingwhether or not fully paid) (including subsequent annual salary adjustments) under such retirement plans or programs and including any Additional SERP Benefit credited under this Agreement, for reduced by the single sum actuarial equivalent of any amount to which Executive is entitled pursuant to the provisions of such retirement plans and programs. For purposes of calculating costthis Subsection, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein "actuarial equivalent" shall cease in be determined using the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive same methods and assumptions utilized under Employer's retirement plans and programs immediately prior to the Termination Datetermination of employment. (e) If Employer shall terminate Executive's employment without Cause or if Executive shall terminate his employment for Good Reason, Employer shall provide Executive with executive out- placement services by entering into a contract with a company specializing in such services. (f) If Executive's employment is terminated under circumstances entitling Executive to payments and benefits under this Agreement and the Executive Severance Agreement between Executive and Employer (a "change in control termination"), all payments and benefits due to Executive shall be determined exclusively in accordance with the Executive Severance Agreement and the terms of this Agreement shall not apply to the determination of payments or benefits due to Executive in the event of a change in control termination. Without limiting the foregoing, in the event of a change in control termination, Executive will not be entitled to credit for any additional years of "deemed service" referenced in Section 5(j) (the Additional SERP Benefit) or any of the restricted shares referenced in Sections 5(k) or (l). Notwithstanding the foregoing, in the event of a change in control termination, Executive shall be entitled to the assignment of life insurance in accordance with Section 5(d).

Severance Payments. If Executive’s employment with In the event of an Involuntary Termination, and after the timely signing by the Employee or his estate of a release of all claims against the Company and its Affiliates that is terminated during in form and substance satisfactory to the Change in Control Termination Period other than by reason of a Nonqualifying TerminationCompany, then the Company shall pay provide to the Employee or provide Executive with the following payments or benefitshis estate a severance benefit (subject to applicable withholding requirements) equal to: (a) The Accrued Obligations; an aggregate amount, payable in twelve (b12) Any earned but unpaid annual bonus with respect equal monthly installments, subject to any completed fiscal year that has ended prior to the Termination Dateapplicable withholdings, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executivean amount equal to twelve (12) months’ Base Salary (at such Employee’s then-current base salary and then effective Base Salary) plus (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and average bonus paid to the premium cost Employee for the three year period prior to Executive as if Executive were an employee date of such Involuntary Termination; and (b) all of the Employee’s accrued but unpaid vacation, sick and personal days to the extent that Company (excluding, policy provides for purposes payment of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); such accrued but unpaid amounts. provided, however, that any payments described herein shall cease in the event of a breach by the Employee of any provision of Section 3, 4, or 5 hereof that, in the case of any such breach that Executive becomes eligible is capable of being cured, is not cured within 30 days after receipt of written notice from the Company, the Employee or his estate, as applicable, shall have no right to receive health benefits from another employer any form of compensation, remuneration, payment under any note issued by the Company in respect of any equity repurchase, severance or other benefit hereunder, except that are substantially similar the Employee or his estate shall be entitled (subject to those Executive was entitled applicable withholding requirements) to receive immediately prior any unpaid Base Salary earned up through the date of the Employee’s termination of Service, subject to applicable withholdings, and all accrued but unpaid vacation, sick and personal days to the Termination Dateextent that the Company’s policy provides for payment of such accrued and unpaid amounts; and provided, further, however, that in the event the Employee obtains alternative employment while receiving severance payments hereunder, the Employee will promptly notify the Company of such alternative employment and the Company will have no further obligation to pay, and the Employee will have no further right to receive, any severance payments hereunder from and after the date the Employee commenced such alternative employment.

Severance Payments. If Subject to the provisions of Paragraph 9 below, in the event of a Termination described in Paragraph 5 above, in lieu of the amount otherwise payable under Paragraph 4 above, the Executive shall continue to receive, at the Company’s expense, medical insurance, disability income protection (to the extent that the Executive is employed in a position that renders such coverage obtainable), life insurance coverage and death benefits, and perquisites in accordance with Subparagraph 4(d) above for a period of [insert 12, 24 or 36 months] after the date of Termination, and shall be entitled to a lump sum payment in cash no later than ten (10) business days after the date of Termination equal to the sum of: a. the Executive’s employment with unpaid salary, accrued vacation pay and unreimbursed business expenses through and including the Company is terminated during the Change in Control Termination Period other than by reason date of a Nonqualifying Termination, then the Company shall pay or provide Executive with the following payments or benefits: (a) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An b. an amount equal to two hundred percent (200%) of [insert 1, 2 or 3] times the sum Executive’s then current annual salary rate plus an amount equal to [insert 1,2 or 3] times the greater of (i) the Executive’s then-current base salary and target bonus for the year in which Termination occurs, determined on the basis of the highest applicable performance targets having been met; or (ii) the average annual cash actual bonus paid in the year prior to Executive over the most recently completed three (3) fiscal years (or year in which Termination occurs, provided that such bonus shall be annualized if the Executive was not eligible to receive an annual cash employed by the Company for the entirety of such performance period. If any portion of such bonus with respect to any payment is deferred, the determination of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average bonus shall be determined made based upon what the bonus amount would have been for that the applicable period in the absence of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Datesuch deferral; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive c. an amount equal to the difference between Executive’s monthly COBRA premium cost and target bonus that would be paid to the premium cost Executive for the year of Termination if the highest applicable performance targets were met, prorated through the date of Termination. Except as may be otherwise specifically provided in an amendment of this Agreement adopted in accordance with Paragraph 22, in the event of a Termination during the Employment Period, the Executive shall not be eligible to receive any benefits that may be otherwise payable to or on behalf of the Executive as if Executive were an employee pursuant to the terms of any severance pay arrangement of the Company (excludingor any Affiliate of the Company), for purposes including any arrangement of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that the Company (or any payments described herein shall cease in Affiliate of the event that Executive becomes eligible to receive health Company) providing benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Dateupon involuntary termination of employment.

Severance Payments. If Except as otherwise provided in Section 4 and subject to Section 6 and Section 19, if the Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits: (a) The a lump-sum cash amount within thirty (30) days following the Date of Termination equal to the sum of: (i) the Executive’s base salary through the Date of Termination, and any accrued vacation, in each case to the extent not theretofore paid; (ii) any unpaid bonus accrued with respect to the fiscal year ending on or preceding the Date of Termination; and (iii) subject to presentment of appropriate documentation, any unreimbursed expenses incurred through the Date of Termination in accordance with Company policy (collectively, the “Accrued ObligationsAmounts”); (b) Any earned but unpaid a lump-sum cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the product of (i) the annual bonus with respect to any completed fiscal the Executive would have been paid for the calendar year that has ended prior to during which the Date of Termination Dateoccurs based on the achievement of actual performance goals and (ii) a fraction, the numerator of which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but number days in no event later than March 15th following the end of the fiscal year to in which such annual bonus relates the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365) (the “Earned Pro-Rata Bonus”); (c) Subject a lump-sum cash amount on the 55th day following the Date of Termination equal to achievement one times the sum of (A) the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs annual base salary and (disregarding any subjective performance goals and any other exercise by B) the Compensation Committee greatest of negative discretion), payment of (1) the annual Executive’s target bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of for the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary Date of Termination occurs and (ii2) the average annual cash bonus paid to of the actual bonuses earned by the Executive over in respect of the most recently completed three two (32) preceding fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years Company immediately preceding the fiscal year in which the Date of Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and; (fd) To the extent permitted by applicable law and without penalty to the Company, subject to (A) the Executive’s timely election of COBRA continuation coverage under the CompanyConsolidated Budget Omnibus Reconciliation Act of 1985, as amended (“COBRA”), (B) the Executive’s group health plan, on continued co-payment of the first regularly scheduled payroll date employee portion of each month for any contribution or premium at the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal same level and cost to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided) and (C) the Executive’s continued eligibility for COBRA continuation coverage, that any payments described herein shall cease the Company will pay for a period of up to twelve (12) months following the Date of Termination the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company. Notwithstanding the foregoing, in the event that the Executive fails to pay any required contribution or premium or becomes employed with another employer and becomes eligible to receive health substantially similar or improved medical, dental or vision benefits from another such employer (whether or not the Executive accepts such benefits), the Company’s obligations under this Section 3(d) shall immediately cease, except that are substantially similar the Company’s obligation to those continue to make available continuation coverage under COBRA at the full COBRA rates shall be determined in accordance with COBRA. The Executive was will notify the Company of the Executive’s eligibility for medical, dental or vision benefits from a subsequent employer within thirty (30) days of such eligibility; and (e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights that would become vested and exercisable if the Executive had continued to be employed with the Company during the twelve (12) month period commencing on the Date of Termination shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards that would have lapsed if the Executive had continued to be employed with the Company during the twelve (12) month period commencing on the Date of Termination shall lapse and such awards shall become immediately payable; provided, however, that if any such award is subject to Section 409A (as defined in Section 19, below), the provisions of this Section 3(e) will not result in the immediate payment of such award if such payment would result in the imposition of tax, interest and/or penalties upon the Executive under Section 409A, in which case such payment shall be made at the earliest time such payment can be made without resulting in the imposition of tax, interest and/or penalties upon the Executive under Section 409A; and (f) all other payments, benefits or fringe benefits to which the Executive shall be entitled to receive immediately prior to under the Termination Dateterms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant (the “Other Benefits”).

Severance Payments. If Executive’s employment with (a) Upon the Company is terminated during the Change in Control Termination Period other than by reason occurrence of a Nonqualifying TerminationTriggering Event, then the Company shall pay to Employee the amounts set forth below, which shall be payable in one lump sum payment within thirty (30) days of the Triggering Event, unless otherwise specifically provided for in the Plan or provide Executive with the following payments or benefitssubsections below: (ai) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives all amounts specifically set forth in Article II of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DatePlan; and (fii) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executiveproduct of one and one half (1.5) times the Employee’s monthly COBRA premium cost Annual Base Salary; and (iii) an amount equal to the maximum yearly contribution the Company could make to the Employee’s account in the LESCO, Inc. Salary Savings Plan and Trust, or any successor qualified defined contribution retirement plan, based on the premium cost amount contributed to such retirement plan by the Employee during the year of the Triggering Event; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive as if any other amounts or benefits required to be paid or provided or which the Executive were an employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (excluding, for purposes of calculating cost, an employee’s ability such other amounts and benefits shall be hereinafter referred to pay premiums with pre-tax dollarsas the “Other Benefits”); provided, that any payments described herein shall cease . (b) Notwithstanding anything to the contrary in the event Plan or the Agreement, if any portion of the compensation or benefits payable to or on behalf of the Employee under the Plan, or under any other agreement with, or plan of, the Company (in the aggregate “Total Payments”) would constitute an “excess parachute payment” under Code Section 280G, then the payments to be made to the Employee under the Plan shall be reduced such that Executive becomes eligible to receive health benefits from another employer the value of the aggregate Total Payments that are substantially similar to those Executive was Employee is entitled to receive immediately prior shall be one dollar ($1) less than the maximum amount that Employee may receive without becoming subject to the Termination Datetax imposed by Code Section 4999, or which the Company may pay without loss of deduction under Code Section 280G. The calculation of such potential excise tax liability, as well as the method in which the compensation reduction is applied, shall be conducted and determined by the Company’s independent accountants whose determinations shall be binding on the Parties.

Severance Payments. 6.1 If the Executive’s employment with the Company is terminated during the following a Change in Control Termination Period other than and during the term of this Agreement, unless such termination is (i) by the Company for Cause, (ii) by reason of a Nonqualifying Terminationdeath or Disability or (iii) by the Executive without Good Reason, then 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 6.1 (the “Severance Payments”) in addition to the payments and benefits described in Sections 5.1 and 5.2 hereof (but not Section 5.3 hereof). The Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or provide by the Executive with Good Reason if the following payments 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 benefits: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. (aA) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to In lieu of any completed fiscal year that has ended prior further salary payments to the Executive for periods subsequent to the Date of Termination Dateand in lieu of any severance benefit otherwise payable to the Executive, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Groupshall pay to the Executive a lump sum severance payment, but in no event later than March 15th following cash, equal to (i) two times the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise annual base salary as approved by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated Board to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid to the Executive (or, if the Executive’s annual base salary is not presented for approval at such time annual bonuses are generally paid the Compensation Committee level, then as otherwise established by J. Xxxx or one of its Subsidiaries) with respect to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Date of Termination Date occurred; occurs, plus (dii) Any service-based vesting or service requirements two times the target bonus amount payable to the Executive under all Bonus Plans with respect to the year (or any equity grant portion thereof) in which the Date of Termination occurs, treating any and other long-term incentive award previously granted 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 and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, andlump sum amount, in other respectscash, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary 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 average annual cash Date of Termination of the maximum bonus paid amount payable to the Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus under all Bonus Plans with respect to the year (or any of the three (3portion thereof) fiscal years immediately preceding the fiscal year in which the Date of Termination Date 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 average 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 twenty-four (24) month period after the Date of Termination, the Company shall arrange to provide the Executive with life, disability, accident and health insurance benefits substantially similar to the life, disability, accident and health insurance benefits which the Executive is receiving immediately prior to the Notice of Termination (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 6.1(C) shall be determined for that reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twenty-four (24) month period following the Executive’s termination of fiscal years, if any, for which employment (and any such benefits actually received by the Executive was eligible to receive an annual cash bonus), which amount shall be paid reported to the Company by the Executive). 6.2 The payments provided for in a lump-sum on Section 6.1 (other than Section 6.1(C)) hereof shall be made not later than the sixtieth fifth (60th5th) 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 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 Date; andor (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. Xxxx 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. (fi) To the extent permitted by applicable law and without penalty If any payment or benefit made available to the CompanyExecutive 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 Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen Excise Tax (18)-month period commencing after the Termination Dateas hereinafter defined), the Company will shall pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and Executive additional amounts (the premium cost to Executive as if Executive were an employee “Gross Up Amounts”) such that the total amount of all Change in Control Payments net of the Company (excluding, for Excise Tax shall equal the total amount of all Change in Control Payments to which the Executive would have been entitled if the Excise Tax had not been imposed. For purposes of calculating costthis Section 6.4, an employee’s ability to pay premiums with pre-the term “Excise Tax” shall mean the tax dollars); provided, imposed by Section 4999 of the Code and any similar tax that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datemay hereafter be imposed.

Severance Payments. If 6.1 Subject to Section 6.2 and Section 6.3 hereof, if the Executive’s employment with the Company is terminated during the following a Change in Control Termination Period and during the Term either by the Company or by the Executive, other than (a) by the Company for Cause, (b) by reason of death or Disability, or (c) by the Executive without Good Reason, (any such employment termination being hereafter sometimes referred to as a Nonqualifying “Compensable Termination”), 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 provide benefit provided for in this Section 6.1 unless the Executive with shall have executed a release substantially in the form of Exhibit A hereto, and a covenant not to compete and other restrictions substantially in the form of Exhibit B hereto, in each case within sixty (60) days following payments the date of the Compensable Termination (the “Review Period”), and shall not have revoked said release. The Severance Payments are in lieu of any severance benefits that would otherwise be payable or benefits:provided pursuant to any severance plan or practice of the Company. (ai) The Accrued Obligations; (b) Any earned but unpaid Company shall pay the Executive, at the time provided in Section 6.2 below, the Executive’s annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination, the amount of such bonus to be determined by the Compensation Committee of the Board on a basis no less favorable to the Executive than its bonus determinations with respect to any completed fiscal year that has ended the Executive prior to the Termination DateChange in Control, unless the Committee made no bonus determinations with respect to the Executive before the Change in Control, in which amount shall be paid at such time annual bonuses are generally paid case on a basis no less favorable to the Executive than its bonus determinations with respect to other senior executives of comparable rank before the Change in Control. (ii) The Company Groupshall pay the Executive, but at the time provided in no event later than March 15th following the end of the fiscal year to which such Section 6.2 below, a prorated annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs the Compensable Termination occurs, such prorated bonus to be determined by multiplying the “Applicable Average Bonus” as defined below in this subsection (disregarding any subjective performance goals and any other exercise ii) by a fraction, the Compensation Committee numerator of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect shall be the number of days elapsed in such fiscal year through (and including) the date on which the Compensable Termination occurs and the denominator of which shall be the number 365. For purposes of this Agreement, the “Applicable Average Bonus” means the higher of (A) the average of all annual bonuses (including any deferred bonuses) awarded to the Executive during the thirty-six (36) months immediately preceding the Compensable Termination or, if the Executive was employed by the Company for less than thirty-six (36) months before the Compensable Termination, during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives the period of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed Executive’s employment by the plans, programs, agreementsCompany prior to the Compensable Termination (annualizing any bonus awarded for less than a full year of employment), or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (iiB) the average of all annual cash bonus paid bonuses (including any deferred bonuses) awarded to the Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of during the three (3) fiscal years immediately preceding of the Company that precede the fiscal year in which the Compensable Termination Date occurs, occurs or during the average shall be determined for that period portion of such three fiscal years, if any, for years in which the Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted employed by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excludingannualizing any bonus awarded for less than a full year of employment), for purposes or (C) the average of calculating cost, an employee’s ability all annual bonuses (including any deferred bonuses) awarded to pay premiums with prethe Executive during the thirty-tax dollars); provided, that any payments described herein shall cease six (36) months preceding the date on which the Change in Control occurred or during the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those portion of such thirty-six (36) month period in which the Executive was entitled to receive immediately prior to employed by the Termination DateCompany (annualizing any bonus awarded for less than a full year of employment).

Severance Payments. If 6.1 Subject to Section 6.2 and Section 6.3 hereof, if the Executive’s 's employment with the Company is terminated during the following a Change in Control Termination Period and during the Term either by the Company or by the Executive, other than (a) by the Company for Cause, (b) by reason of death or Disability, or (c) by the Executive without Good Reason, (any such employment termination being hereafter sometimes referred to as a Nonqualifying "Compensable Termination"), 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 Sections 5 and 6.3 hereof. Notwithstanding the foregoing, the Executive shall not be eligible to receive any payment or provide benefit provided for in this Section 6.1 unless the Executive with shall have executed a release substantially in the following payments form of Exhibit A hereto effective as of the date of the Compensable Termination or benefits:a date subsequent thereto and shall not have revoked said release. The Severance Payments are in lieu of any severance benefits that would otherwise be payable or provided pursuant to any severance plan or practice of the Company. (ai) The Accrued Obligations; (b) Any earned but unpaid Company shall pay the Executive, at the time provided in Section 6.2 below, his annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination, the amount of such bonus to be determined by the Compensation Committee of the Board on a basis no less favorable to the Executive than its bonus determinations with respect to any completed fiscal year that has ended the Executive prior to the Termination DateChange in Control, unless the Committee made no bonus determinations with respect to the Executive before the Change in Control, in which amount shall be paid at such time annual bonuses are generally paid case on a basis no less favorable to the Executive than its bonus determinations with respect to other senior executives of comparable rank before the Change in Control. (ii) The Company Groupshall pay the Executive, but at the time provided in no event later than March 15th following the end of the fiscal year to which such Section 6.2 below, a prorated annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs the Compensable Termination occurs, such prorated bonus to be determined by multiplying the “Applicable Average Bonus” as defined below in this subsection (disregarding any subjective performance goals and any other exercise ii) by a fraction the Compensation Committee numerator of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect shall be the number of days elapsed in such fiscal year through (and including) the date on which the Compensable Termination occurs and the denominator of which shall be the number 365. For purposes of this Agreement, the “Applicable Average Bonus” means the higher of (A) the average of all annual bonuses (including any deferred bonuses) awarded to the Executive during the 36 months immediately preceding the Compensable Termination or, if the Executive was employed by the Company for less than 36 months before the Compensable Termination, during such fiscal yearthe period of his employment by the Company prior to the Compensable Termination (annualizing any bonus awarded for less than a full year of employment), which amount shall be paid at such time or (B) the average of all annual bonuses are generally paid (including any deferred bonuses) awarded to other senior executives the Executive during the three fiscal years of the Company Group, but in no event later than March 15th following the last day of that precede the fiscal year in which the Compensable Termination Date occurred; (d) Any service-based vesting occurs or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as during the portion of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, such three fiscal years in other respects, such awards shall be governed which he was employed by the plans, programs, agreementsCompany (annualizing any bonus awarded for less than a full year of employment), or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (iiC) the average of all annual cash bonus paid bonuses (including any deferred bonuses) awarded to the Executive over during the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately 36 months preceding the fiscal year date on which the Change in Control occurred or during the portion of such 36 month period in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive he was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted employed by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, annualizing any bonus awarded for purposes less than a full year of calculating cost, an employee’s ability to pay premiums with pre-tax dollarsemployment); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Date.

Severance Payments. If a. Upon termination of the Executive’s employment with for Just Cause, the Company Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive’s employment: (i) for death; or (ii) by the voluntary termination of employment by the Executive pursuant to Section 11(d) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Variable Compensation earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section 11(d) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination. Notwithstanding the foregoing, the Executive shall not be entitled to any Variable Compensation earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 11(d) hereof. b. If the Executive’s employment is terminated during by the Change in Control Termination Period Corporation for any other reason other than by reason of a Nonqualifying Termination, then the Company reasons set forth in Section 11(a) the Executive shall pay or provide Executive with be entitled to an amount equal to the following payments or benefitstotal of: (ai) The Accrued ObligationsAll outstanding base salary earned before the Date of Termination, less any amounts that the Executive received in connection with benefits paid or payable as a result of Disability if applicable; (bii) Any Variable Compensation which has been earned but unpaid by the Executive before the Date of Termination calculated on a pro rata basis based on the number of months in the current bonus period up to and including the Date of Termination ((pro rata Variable Compensation = annual Variable Compensation target / 12) × the number of months in the then-current bonus with respect period up to any completed fiscal year that has ended prior to and including the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives Date of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”Termination); (ciii) Subject to achievement of Additional payments based on the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by length of service with the Compensation Committee of negative discretion)Company, payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect calculated as Executive’s monthly base salary for the number of days months set forth in the chart on Exhibit 1, less any amounts received by and/or payable to Executive was employed during such fiscal year, which amount shall be in connection with benefits paid at such time annual bonuses are generally paid to other senior executives or payable as a result of the Company GroupDisability if applicable (for purposes of this section 11.b.(iii), but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredExecutive’s service start date is 8/14/2006); (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eiv) An amount equal to two hundred percent (200%) 1/12 of the sum Variable Compensation payments earned by Executive during the bonus year preceding the current bonus year times the number of months referred to in the chart on Exhibit 1, based on Executive’s length of service with the Company. (iv) All outstanding and accrued vacation pay; (vi) All properly incurred and reasonable business expenses owing to Executive as of the Date of Termination; and (vii) Executive’s then-current base salary benefits provided for in Section 5(b) shall continue only through the Date of Termination. If Executive elects to continue his health and (iidental insurance coverage pursuant to COBRA, reimbursement for the COBRA premiums for Executive and his dependents for the number of months corresponding to the months of Executive’s severance payments as set forth in the chart on Exhibit 1. If, at the Date of Termination, there were any memberships in any clubs, social or athletic organizations paid for by the Corporation pursuant to Schedule B hereof at the Date of Termination, the Corporation will not take any action to terminate such memberships but will not renew any such membership that expires or reimburse the Executive for any further payments thereunder. Any amounts due under Sections 12(b)(iii), and 12(b)(iv) hereunder shall be paid by the average annual cash bonus paid Company to Executive over on a semi-monthly basis commencing 30 days following the most recently completed three (3) fiscal years (or if Date of Termination and in all events, the Company will make all payments to the Executive was under this Agreement not eligible to receive an annual cash bonus with respect to any later than 2 1/2 months after the end of the three (3) fiscal years immediately preceding later of the fiscal year or calendar year in which the payments are no longer subject to a substantial risk of forfeiture. All salary, Variable Compensation, vacation and severance payments and COBRA reimbursements will be subject to applicable state and federal taxes and FICA withholding. c. Except as expressly stipulated in Sections 11(d) or 14 hereof or in this Section 12(c), any options which have not vested as of the Date of Termination Date occurs(being in the case where the Corporation gives notice, the average date specified by the Corporation as the date on which the Executive’s employment will terminate) shall terminate and be of no further force and effect as of the Date of Termination and neither any period of notice nor any payment in lieu thereof upon termination of employment hereunder shall be determined for that considered as extending the period of fiscal years, if any, employment for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty purposes of vesting of options notwithstanding anything to the Company, subject to Executive’s election of COBRA continuation coverage under contrary in any other agreement between the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost Corporation and the premium cost to Executive as if Executive were an employee of the Company (excludingExecutive. Notwithstanding anything contained in this Section 12, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event of termination by the Corporation other than for Just Cause, the Executive shall have the right to exercise any options which are vested as at the Date of Termination for the 90 Day Period as defined in Section 11(d). Any unvested options which would have otherwise vested during such 90 Day Period shall continue to vest during that period and to the extent any unvested options have vested during such 90 Day Period, the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was shall also be entitled to receive immediately prior exercise those options within a rolling 90 day period after the date of vesting of such options, which period will not exceed 180 days following the Date of Termination. In addition, notwithstanding anything contained in this Section 12 or elsewhere in this Agreement, in the event of termination due to death of the Executive, the estate of the Executive shall be entitled, at any time during the period which is 12 months following the date of death of the Executive (the “12 Month Period”), to exercise any options which have vested as at the date of death of the Executive. In addition, any unvested options which would have otherwise vested during such 12 Month Period shall continue to vest during that period and to the Termination Dateextent of any unvested options have vested during such period, the Executive’s estate shall be entitled to exercise those options within a period which starts on the day of vesting and ends 12 months from the date of death of the Executive. For purposes of greater certainty, if the Executive is terminated for Just Cause, Death or if the Executive’s employment hereunder is terminated by the Executive pursuant to Section 11(d) then no payment whatsoever shall be made to the Executive under Sections 12(b).

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide Executive with the following payments or benefits: (a) The Accrued Obligations;Upon termination of the Executive's employment for Just Cause, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive's employment: (i) for death; or (ii) by the voluntary termination of employment by the Executive pursuant to Section 12(d) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Performance Bonus earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section 12(d) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination. Notwithstanding the foregoing, the Executive shall not be entitled to any Performance Bonus earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 12(d) hereof. (b) Any earned but unpaid annual bonus with respect If the Executive's employment is terminated by the Corporation for any other reason other than the reasons set forth in Section 12(a) the Executive shall be entitled to any completed fiscal year that has ended prior an amount equal to the total of: (i) All outstanding base salary earned before the Date of Termination, less any amounts that the Executive received in connection with benefits paid or payable as a result of Disability if applicable; (ii) Any Performance Bonus which has been earned by the Executive before the Date of Termination Date, which amount shall be paid at such time calculated on a pro rata basis based on the number of months in the current bonus period up to and including the Date of Termination ((pro rata Performance Bonus = annual bonuses are generally paid Performance Bonus target / 12) x the number of months in the then-current bonus period up to other senior executives and including the Date of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”Termination); (ciii) Subject to achievement Additional payments based on the Executive's length of service with the applicable performance conditions Corporation, calculated as the Executive's monthly base salary for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days months set forth in the chart on Exhibit 1, less any amounts received by and/or payable to the Executive was employed during such fiscal year, which amount shall be in connection with benefits paid at such time annual bonuses are generally paid to other senior executives or payable as a result of the Company GroupDisability if applicable (for purposes of this section 12.b.(iii), but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredExecutive's service start date is October 1, 2012); (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eiv) An amount equal to two hundred percent (200%) 1/12 of the sum Performance Bonus payments earned by the Executive during the bonus year preceding the current bonus year times the number of months referred to in the chart on Exhibit 1, based on the Executive's length of service with the Company. (iv) Executive’s then-current base salary All outstanding and accrued vacation pay; (iivi) All properly incurred and reasonable business expenses owing to the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any as of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DateTermination; and (fvii) To The Executive's benefits provided for in Section 6(b) shall continue only through the Date of Termination. If the Executive elects to continue his health and dental insurance coverage pursuant to COBRA, reimbursement for the COBRA premiums for Executive and his dependents for the number of months corresponding to the months of the Executive's severance payments as set forth in the chart on Exhibit 1. Any amounts due under Sections 13(b)(iii), 13(b)(iv) and 13(b)(vii) hereunder shall be paid by the Corporation to the Executive on a monthly basis (not in a lump sum). All salary, Performance Bonus, vacation and severance payments and COBRA reimbursements will be subject to applicable state and federal taxes and FICA withholding. The payments and benefits described in Sections 13(b)(iii), 13(b)(iv) and 13(b)(vii) are conditioned on the Executive's execution and delivery to the Corporation and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of his termination of employment, of a release of employment-related claims against the Corporation and its Affiliates substantially in the form attached hereto as Exhibit 2 (the “Release”). The payments and benefits described in Sections 3(b)(iii), 3(b)(iv) and 3(b)(vii) will begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60 day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. Notwithstanding anything to the contrary in this Agreement, no portion of the benefits or payments to be made Sections 13(b)(iii), 13(b)(iv) and 13(b)(vii) hereof will be payable until the Executive has a “separation from service” from the Corporation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, to the extent permitted by applicable law and without penalty compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to payments due to the CompanyExecutive upon or following his “separation from service”, subject to Executive’s election then notwithstanding any other provision of COBRA continuation coverage under the Company’s group health this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following the Executive's “separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to the Executive in a lump sum immediately following that six month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the application of Section 409A of the Code, each payment in a series of payments will be deemed a separate payment. (c) Except as expressly stipulated in Sections 12(d) or 15 hereof or in this Section 13(c), any options which have not vested as of the Date of Termination (being in the case where the Corporation gives notice, the date specified by the Corporation as the date on which the first regularly scheduled payroll date Executive's employment will terminate) shall terminate and be of each month no further force and effect as of the Date of Termination and neither any period of notice nor any payment in lieu thereof upon termination of employment hereunder shall be considered as extending the period of employment for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal purposes of vesting of options notwithstanding anything to the difference contrary in any other agreement between Executive’s monthly COBRA premium cost the Corporation and the premium cost to Executive as if Executive were an employee of the Company (excludingExecutive. Notwithstanding anything contained in this Section 13, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event of termination by the Corporation other than for Just Cause, the Executive shall have the right to exercise any options which are vested as at the Date of Termination for the 90 Day Period as defined in Section 12(d). Any unvested options which would have otherwise vested during such 90 Day Period shall continue to vest during that period and to the extent any unvested options have vested during such 90 Day Period, the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was shall also be entitled to receive immediately prior exercise those options within a rolling 90 day period after the date of vesting of such options, which period will not exceed 180 days following the Date of Termination. In addition, notwithstanding anything contained in this Section 13 or elsewhere in this Agreement, in the event of termination due to death of the Executive, the estate of the Executive shall be entitled, at any time during the period which is 12 months following the date of death of the Executive (the “12 Month Period”), to exercise any options which have vested as at the date of death of the Executive. In addition, any unvested options which would have otherwise vested during such 12 Month Period shall continue to vest during that period and to the Termination Dateextent of any unvested options have vested during such period, the Executive's estate shall be entitled to exercise those options within a period which starts on the day of vesting and ends 12 months from the date of death of the Executive. For purposes of greater certainty, if the Executive is terminated for Just Cause, Death or if the Executive's employment hereunder is terminated by the Executive pursuant to Section 12(d) then no payment whatsoever shall be made to the Executive under Sections 13(b).

Severance Payments. If 9.1 The Company shall pay the Executive the payments described in this Section 9.1 (the "Severance Payments") upon the termination of the Executive’s 's employment with prior to the end of the Term, in addition to the payments and benefits described in Sections 7 and 8 hereof, unless such termination is (i) by the Company is terminated during the Change in Control Termination Period other than for Cause, (ii) by reason of death, Disability or Retirement, or (iii) by the Executive without Good Reason. (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 a Nonqualifying lump sum severance payment, in cash, equal to three (3) times the sum of: (i) 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; and (ii) the average of the three most recent incentive compensation awards earned by the Executive under the Company's Annual Executive Incentive Plan (the "AEIP"), or any successor annual executive incentive compensation plan, before the Date of Termination (or, if the Executive has not earned three such awards, such lesser number of awards which the Executive earned before the Date of Termination); provided that, in each case, any such award earned by the Executive for a year during which the Executive was employed by the Company for less than twelve months shall be divided by the number of full months that the Executive was employed in such year and multiplied by twelve and such annualized amount shall be used for purposes of determining such average. (B) Notwithstanding any provision of the AEIP, 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 AEIP, or any successor annual executive incentive compensation plan, but has not yet been either (x) paid (pursuant to Section 7 hereof or otherwise) or (y) deferred pursuant to the Company's 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 AEIP or any successor annual executive incentive compensation plan, calculated by assuming that the Maximum Earnings Level (as defined in the AEIP) had been achieved and that the Executive's Level of Achievement (as defined in the AEIP) were one hundred percent (or in the case of any such successor plan, that maximum performance with respect to all applicable performance goals had been achieved), with such pro-rata amount being reduced (but not below zero) by any amounts paid to the Executive with respect to such uncompleted fiscal year pursuant to Article XI(A)(iii) of the AEIP, or any comparable provision of any such successor plan, as a result of a Change-in-Control that occurs during such uncompleted fiscal year. (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 Executive's Base Salary as determined pursuant to Section 9.1(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 9.1(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 that is or would be due to the Executive under NYSEG's Supplemental Executive Retirement Plan (or any successor plan) assuming that the Executive were entitled to receive payments thereunder. Notwithstanding the immediately preceding paragraph of this Section 9.1(C), the Executive may elect to have the benefits otherwise payable to the Executive pursuant to this Section 9.1(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 90 days prior to the Date of Termination and (ii) prior to the first day of the calendar year in which the Date of Termination 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 90 days prior to the Date of Termination and (ii) prior to the first day of the calendar year in which the Date of Termination 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 thirty-six (36) month period after the Date of Termination, the Company shall arrange to provide the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits constituting a basis for a termination by the Executive of his employment for Good Reason). Benefits otherwise receivable by the Executive pursuant to this Section 9.1(D) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the thirty-six (36) 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 9.1(D) shall result in a Gross-Up Payment pursuant to Section 9.2, and these Section 9.1(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 9.2 hereof. 9.2 (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, 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 Company shall pay to or provide on behalf of the Executive with an additional payment ("Gross-Up Payment") in an amount such that after payment by the following payments Executive of all taxes (including any interest or benefits: (a) The Accrued Obligations; (b) Any earned but unpaid annual bonus penalties imposed with respect to such taxes), including, without limitation, any completed fiscal year that has ended prior to income taxes and Excise Tax imposed upon the Termination DateGross-Up Payment, which the Executive retains an amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, proGross-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount Up Payment equal to the difference between Executive’s monthly COBRA premium cost and Excise Tax imposed upon the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination DatePayments.

Severance Payments. If a. Upon termination of the Executive’s employment with for Just Cause, the Company Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive’s employment: (i) for death; or (ii) by the voluntary termination of the employment of the Executive by the Executive pursuant to Section 11(c) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Variable Compensation earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section 11(c) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination. Notwithstanding anything to the contrary in Section 12.b below, the Executive shall not be entitled to any Variable Compensation earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 11(c) hereof. b. If the Executive’s employment is terminated during by the Change in Control Termination Period Corporation for any other reason other than by reason the reasons set forth in Section 12(a), the Executive shall be entitled to receive, for the number of a Nonqualifying Terminationmonths of severance payments set forth in the chart on Exhibit 1, then all of the Company shall pay or provide Executive with health and dental benefits (other than disability benefits, accidental death and dismemberment benefits and life insurance benefits) that he received from the following payments or benefitsCorporation immediately prior to the termination, PLUS: (ai) The Accrued ObligationsAll outstanding base salary earned before the Date of Termination, less any amounts that the Executive received in connection with benefits paid or payable as a result of Disability if applicable; (bii) Any Variable Compensation which has been earned but unpaid by the Executive before the Date of Termination calculated on a pro rata basis based on the number of months in the current bonus period up to and including the Date of Termination ((pro rata Variable Compensation = annual bonus with respect VC target / 12) x the number of months in the then-current VC period up to any completed fiscal year that has ended prior to and including the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives Date of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”Termination); (ciii) Subject to achievement of Additional payments based on the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by length of service with the Compensation Committee of negative discretion)Company, payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect calculated as Executive’s monthly base salary for the number of days months set forth in the chart on Exhibit 1, less any amounts received by and/or payable to Executive was employed during such fiscal year, which amount shall be in connection with benefits paid at such time annual bonuses are generally paid to other senior executives or payable as a result of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredDisability if applicable; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eiv) An amount equal to two hundred percent (200%) 1/12 of the sum Variable Compensation payments earned by Executive during the bonus year preceding the current VC year times the number of (i) months referred to in the chart on Exhibit 1, based on Executive’s then-current base salary and (ii) length of service with the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DateCompany; and (fv) To All outstanding and accrued vacation pay. If, at the extent permitted Date of Termination, there were any memberships in any clubs, social or athletic organizations paid for by applicable law the Corporation pursuant to Schedule A hereof at the Date of Termination, the Corporation will not take any action to terminate such memberships but will not renew any such membership that expires or reimburse the Executive for any further payments thereunder. Any amounts due hereunder on account of severance in 12.b.(iii) and without penalty 12.b.(iv) above shall be paid by the Corporation to the CompanyExecutive on a monthly basis commencing 30 days following the Date of Termination and not in a lump sum. c. If the Executive secures new employment or consulting work while he is entitled to severance payments under Section 12(b)(iii), subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing then from and after the Termination Datedate such new employment or consulting work commences, the Company will pay severance payments referred to in Section 12(b)(iii) to which the Executive an is otherwise entitled shall be reduced immediately upon the commencement of such new employment or consulting work to a lump sum amount equal to the difference between amount by which the Annual Base Salary exceeds the annual new salary or consulting fees, on a pro rata basis, annualized according to the unexpired term of the severance payments. The health and dental benefits referred to in Section 12(b) above shall also immediately terminate upon the commencement of such new employment or consulting work unless the Executive notifies the Corporation in writing that he is not entitled to benefits in respect of such new position or work. The Executive shall notify in writing the Corporation of all new employment and/or consulting work secured by the Executive (and the amounts received thereunder), within 14 days thereof, following the Date of Termination as long as the Executive is receiving severance payments hereunder, failing which the Executive’s monthly COBRA premium cost continuing right to any severance payments hereunder shall cease. Example: Annual Base Salary $ 150,000 New Position $ 100,000 Six months left of severance pay to go when new position attained Lump sum payment to equal $50,000 x 6/12 = $25,000 d. Except as expressly stipulated in Sections 11(c) or 14 hereof or in this Section 12(d), any options which have not vested as of the Date of Termination (being in the case where the Corporation gives notice, the date specified by the Corporation as the date on which the Executive’s employment will terminate) shall terminate and be of no further force and effect as of the Date of Termination and neither any period of notice nor any payment in lieu thereof upon termination of employment hereunder shall be considered as extending the period of employment for the purposes of vesting of options notwithstanding anything to the contrary in any other agreement between the Corporation and the premium cost to Executive as if Executive were an employee of the Company (excludingExecutive. Notwithstanding anything contained in this Section 12, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event of termination by the Corporation other than for Just Cause, the Executive shall have the right to exercise any options which are vested as at the Date of Termination for the 90 Day Period (as defined in Section 11(c). Any unvested options which would have otherwise vested during such 90 Day Period shall continue to vest during that period and to the extent any unvested options have vested during such 90 Day Period, the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was shall also be entitled to receive immediately prior exercise those options within a rolling 90 day period after the date of vesting of such options, which period will not exceed 180 days following the Date of Termination. In addition, notwithstanding anything contained in this Section 12 or elsewhere in this Agreement, in the event of termination due to death of the Executive, the estate of the Executive shall be entitled, at any time during the period which is 12 months following the date of death of the Executive (the “12 Month Period”), to exercise any options which have vested as at the date of death of the Executive. In addition, any unvested options which would have otherwise vested during such 12 Month Period shall continue to vest during that period and to the Termination Dateextent of any unvested options have vested during such period, the Executive’s estate shall be entitled to exercise those options within a period which starts on the day of vesting and ends 12 months from the date of death of the Executive. For purposes of greater certainty, if the Executive is terminated for Just Cause, Death or if the Executive’s employment hereunder is terminated by the Executive pursuant to Section 11(c) then no payment whatsoever shall be made to the Executive under this Section.

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company 9.1 EEMC shall pay or provide the Executive with the following payments or benefits: described in this Section 9.1 (athe "Severance Payments") The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended upon the termination of the Executive's employment prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year Term, in addition to which the payments and benefits described in Sections 7 and 8 hereof, unless such annual bonus relates termination is (“Earned Bonus”);i) by EEMC for Cause, (ii) by reason of death, Disability or Retirement, or (iii) by the Executive without Good Reason. (cA) Subject In lieu of any further salary payments to achievement the Executive for periods subsequent to the Date of Termination, and in lieu of any severance benefit otherwise payable to the Executive, EEMC shall pay to the Executive a lump sum severance payment, in cash, equal to three (3) times the sum of: (i) the Executive's annual Base Salary in effect immediately prior to the occurrence of the applicable performance conditions for event or circumstance upon which the fiscal year Notice of Termination is based; and (ii) the average of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise three most recent incentive compensation awards earned by the Compensation Committee of negative discretionExecutive under the Company's Annual Executive Incentive Plan (the "AEIP"), payment or any successor annual executive incentive compensation plan, before the Date of Termination. (B) Notwithstanding any provision of the AEIP, or any successor annual bonus that would otherwise have been earned in respect of executive incentive compensation plan, EEMC shall pay to the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, andlump sum amount, in other respectscash, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary any incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year preceding the Date of Termination under the AEIP, or any successor annual executive incentive compensation plan, but has not yet been either (x) paid (pursuant to Section 7 hereof or otherwise) or (y) deferred pursuant to EEMC's Deferred Compensation Plan for Salaried Employees, and (ii) a pro-rata portion to the average Date of Termination of the aggregate value of any contingent incentive compensation award to the Executive for any uncompleted fiscal year under the AEIP or any successor annual cash bonus paid to Executive over executive incentive compensation plan, calculated by assuming that the most recently completed three Maximum Earnings Level (3as defined in the AEIP) fiscal years had been achieved and that the Executive's Level of Achievement (as defined in the AEIP) were one hundred percent (or if Executive was not eligible to receive an annual cash bonus in the case of any such successor plan, that maximum performance with respect to all applicable performance goals had been achieved), with such pro-rata amount being reduced (but not below zero) by any amounts paid to the Executive with respect to such uncompleted fiscal year pursuant to Article XI(A)(iii) of the AEIP, or any comparable provision of any such successor plan, as a result of a Change-in-Control that occurs during such uncompleted fiscal year. (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, EEMC 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 consecutive years of earnings within the last five years of employment" for purposes of that plan to be equal to the Executive's Base Salary as determined pursuant to Section 9.1(A)(i) hereof plus the average of the highest three consecutive incentive compensation awards earned by the Executive within the last five years of employment under the AEIP, or any successor annual executive incentive compensation plan, and such benefits shall be determined without regard to any amendment to the Company's Supplemental Executive Retirement Plan (3or any successor plan) fiscal years 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 9.1(C) shall be paid to the Executive in a lump sum payment that is equal in amount to the present value (determined in accordance with the methodology used to calculate the "Actuarial Equivalent" pursuant to Section 6(C) of the Company's Supplemental Executive Retirement 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 EEMC 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 that is or would be due to the Executive under the Company's Supplemental Executive Retirement Plan (or any successor plan) assuming that the Executive were entitled to receive payments thereunder. Notwithstanding the immediately preceding paragraph of this Section 9.1(C), the fiscal Executive may elect to have the benefits otherwise payable to the Executive pursuant to this Section 9.1(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 EEMC in which he states that he has decided to make such election. The election shall not be effective unless the letter is received by EEMC (i) at least 90 days prior to the Date of Termination and (ii) prior to the first day of the calendar year in which the Date of Termination occurs. The Executive shall have the right to revoke any such election by sending a letter to EEMC 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 EEMC (i) at least 90 days prior to the Date of Termination and (ii) prior to the first day of the calendar year in which the Date of Termination occurs. If the Executive revokes an election, he can make a new election (in the average shall be determined for that period of fiscal yearsmanner, if anyand subject to the timing requirements, for which Executive was eligible to receive an annual cash bonusset forth in this paragraph), which amount shall be paid and he can revoke any such new election (in a lump-sum on the sixtieth (60th) day following manner, and subject to the Termination Date; andtiming requirements, set forth in this paragraph). (fD) To For a thirty-six (36) month period after the extent permitted by applicable law Date of Termination, EEMC shall arrange to provide the Executive with life, disability, accident and without penalty health insurance benefits substantially similar to those which the Executive is receiving immediately prior to the Company, subject Notice of Termination (without giving effect to Executive’s election any reduction in such benefits constituting a basis for a termination by the Executive of COBRA continuation coverage under his employment for Good Reason). Notwithstanding the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Dateprior sentence, the Company will pay may elect to make any payment due pursuant to such sentence in a lump sum. Benefits otherwise receivable by the Executive pursuant to this Section 9.1(D) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the thirty-six (36) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to EEMC by the Executive). If the benefits provided to the Executive under this Section 9.1(D) shall result in a Gross-Up Payment pursuant to Section 9.2, and these Section 9.1(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 EEMC an amount equal to any calculated reduction in the difference between Executive’s monthly COBRA premium cost Gross-Up Payment, but only if, and to the premium cost extent, the Executive receives a refund of any Excise Tax previously paid by the Executive pursuant to Executive as if Executive were an employee of Section 9.2 hereof. 9.2 (A) Anything in this Agreement to the Company (excludingcontrary notwithstanding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event it shall be determined that Executive becomes eligible any payment or distribution by EEMC to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the Termination Dateterms 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 EEMC shall pay to or on behalf of the Executive an additional payment ("Gross-Up Payment") in an amount such that after 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 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.

Severance Payments. If 6.1 Subject to Section 6.2 and Section 6.3 hereof, if the Executive’s employment with the Company is terminated during the following a Change in Control Termination Period and during the Term either by the Company or by the Executive, other than (a) by the Company for Cause, (b) by reason of death or Disability, or (c) by the Executive without Good Reason, (any such employment termination being hereafter sometimes referred to as a Nonqualifying “Compensable Termination”), 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 Sections 5 and 6.3 hereof. Notwithstanding the foregoing, the Executive shall not be eligible to receive any payment or provide benefit provided for in this Section 6.1 unless the Executive with shall have executed a release substantially in the following payments form of Exhibit A hereto effective as of the date of the Compensable Termination or benefits:a date subsequent thereto and shall not have revoked said release. The Severance Payments are in lieu of any severance benefits that would otherwise be payable or provided pursuant to any severance plan or practice of the Company. (ai) The Accrued Obligations; (b) Any earned but unpaid Company shall pay the Executive, at the time provided in Section 6.2 below, his annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination, the amount of such bonus to be determined by the Compensation Committee of the Board on a basis no less favorable to the Executive than its bonus determinations with respect to any completed fiscal year that has ended the Executive prior to the Termination DateChange in Control, unless the Committee made no bonus determinations with respect to the Executive before the Change in Control, in which amount shall be paid at such time annual bonuses are generally paid case on a basis no less favorable to the Executive than its bonus determinations with respect to other senior executives of comparable rank before the Change in Control. (ii) The Company Groupshall pay the Executive, but at the time provided in no event later than March 15th following the end of the fiscal year to which such Section 6.2 below, a prorated annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Compensable Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respectsoccurs, such awards shall prorated bonus to be governed determined by multiplying the plans, programs, agreements, or other documents, “Applicable Average Bonus” as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and defined below in this subsection (ii) by a fraction the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any numerator of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Date.number of

Severance Payments. If a. Upon termination of the Executive’s employment with for Just Cause, the Company Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive’s employment: (i) for death; or (ii) by the voluntary termination of employment by the Executive pursuant to Section 12(d) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Performance Bonus earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section 12(d) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination. Notwithstanding the foregoing, the Executive shall not be entitled to any Performance Bonus earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 12(d) hereof. b. If the Executive’s employment is terminated during by the Change in Control Termination Period Corporation for any other reason other than by reason of a Nonqualifying Termination, then the Company reasons set forth in Section 12(a) the Executive shall pay or provide Executive with be entitled to an amount equal to the following payments or benefitstotal of: (ai) The Accrued ObligationsAll outstanding base salary earned before the Date of Termination, less any amounts that the Executive received in connection with benefits paid or payable as a result of Disability if applicable; (bii) Any Performance Bonus which has been earned but unpaid by the Executive before the Date of Termination calculated on a pro rata basis based on the number of months in the current bonus period up to and including the Date of Termination ((pro rata Performance Bonus = annual Performance Bonus target / 12) x the number of months in the then-current bonus with respect period up to any completed fiscal year that has ended prior to and including the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives Date of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”Termination); (ciii) Subject to achievement of Additional payments based on the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by length of service with the Compensation Committee of negative discretion)Company, payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect calculated as Executive’s monthly base salary for the number of days months set forth in the chart on Exhibit 1, less any amounts received by and/or payable to Executive was employed during such fiscal year, which amount shall be in connection with benefits paid at such time annual bonuses are generally paid to other senior executives or payable as a result of the Company GroupDisability if applicable (for purposes of this section 12.b.(iii), but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredExecutive’s service start date is October 1, 2005); (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eiv) An amount equal to two hundred percent (200%) 1/12 of the sum Performance Bonus payments earned by Executive during the bonus year preceding the current bonus year times the number of (i) months referred to in the chart on Exhibit 1, based on Executive’s then-current base salary length of service with the Company. (v) All outstanding and accrued vacation pay; (iivi) the average annual cash bonus paid All properly incurred and reasonable business expenses owing to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any as of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DateTermination; and (fvii) To Executive’s benefits provided for in Section 6(b) shall continue only through the extent permitted by applicable law Date of Termination. If Executive elects to continue his health and without penalty dental insurance coverage pursuant to COBRA, reimbursement for the COBRA premiums for Executive and his dependents for the number of months corresponding to the Companymonths of Executive’s severance payments as set forth in the chart on Exhibit 1. Any amounts due under Sections 3(c)(iii), 3(c)(iv) and 3(c)(vii) hereunder shall be paid by the Company to Executive on a monthly basis commencing 30 days following the Date of Termination and not in a lump sum. All salary, Performance Bonus, vacation and severance payments and COBRA reimbursements will be subject to applicable state and federal taxes and FICA withholding. c. Except as expressly stipulated in Sections 12(d) or 15 hereof or in this Section 13(c), any options which have not vested as of the Date of Termination (being in the case where the Corporation gives notice, the date specified by the Corporation as the date on which the Executive’s election employment will terminate) shall terminate and be of COBRA continuation coverage under no further force and effect as of the Company’s group health plan, on Date of Termination and neither any period of notice nor any payment in lieu thereof upon termination of employment hereunder shall be considered as extending the first regularly scheduled payroll date period of each month employment for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal purposes of vesting of options notwithstanding anything to the difference contrary in any other agreement between Executive’s monthly COBRA premium cost the Corporation and the premium cost to Executive as if Executive were an employee of the Company (excludingExecutive. Notwithstanding anything contained in this Section 13, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event of termination by the Corporation other than for Just Cause, the Executive shall have the right to exercise any options which are vested as at the Date of Termination for the 90 Day Period as defined in Section 12(d). Any unvested options which would have otherwise vested during such 90 Day Period shall continue to vest during that period and to the extent any unvested options have vested during such 90 Day Period, the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was shall also be entitled to receive immediately prior exercise those options within a rolling 90 day period after the date of vesting of such options, which period will not exceed 180 days following the Date of Termination. In addition, notwithstanding anything contained in this Section 13 or elsewhere in this Agreement, in the event of termination due to death of the Executive, the estate of the Executive shall be entitled, at any time during the period which is 12 months following the date of death of the Executive (the “12 Month Period”), to exercise any options which have vested as at the date of death of the Executive. In addition, any unvested options which would have otherwise vested during such 12 Month Period shall continue to vest during that period and to the Termination Dateextent of any unvested options have vested during such period, the Executive’s estate shall be entitled to exercise those options within a period which starts on the day of vesting and ends 12 months from the date of death of the Executive. For purposes of greater certainty, if the Executive is terminated for Just Cause, Death or if the Executive’s employment hereunder is terminated by the Executive pursuant to Section 12(d) then no payment whatsoever shall be made to the Executive under Sections 13(b).

Severance Payments. If In exchange for the covenants and promises of Executive’s employment with , and subject to all of the terms and conditions contained in this Agreement, the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the agrees as follows: a) The Company shall pay to Executive an amount equal to one (1) year of Executive’s base salary in effect as of the date of this Agreement, less applicable federal, state, and local withholding taxes. Such payments shall be made whether or provide not Executive obtains new employment during the period commencing on the Termination Date and ending on the one (1) year anniversary thereof (the “Severance Period”) and will be made in accordance with the following Company’s standard payroll procedures; provided, however, that such payments or benefits:shall cease immediately if Executive violates any provision set forth in this Agreement. The first payment under this provision shall be made by Company on the date when the seven-day release revocation period expires, as set forth in Section 8. (a) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to On the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives 50% of the Company Group, but in no event later than March 15th following the end Executive’s unvested shares of stock options held by Executive at that time will be accelerated. (The vesting of the fiscal year options will be accelerated in the order the options were granted until options have become vested as a result of such acceleration for that number of shares equal to 50% of the total number of shares as to which such annual bonus relates the options (“Earned Bonus”); (ctaken in aggregate) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any were unvested before acceleration.) All other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted options provided to Executive up to and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of including the Termination Date shall continue to vest for six months after the Termination Date. Executive shall be earned entitled to exercise the options provided to him until the earlier of (i) twelve months after the Termination Date or (ii) the expiration date of the option. However, in the event that the Company is acquired, such that there is a transfer of at a pro-rata amount based on least 90% of the actual performance for outstanding stock of the performance period as Company, within twelve (12) months of the Termination Date, and, in other respects, such awards shall Employee’s options will be governed by accelerated and Employee must exercise his options on the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) date of the sum acquisition. For the avoidance of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus doubt, with respect to any the stock option granted to Executive by the Company on April 3, 2006, the 30,000 shares were covered by such stock option and which were subject to performance vesting conditions, which conditions were not attained, did not vest, and for the avoidance of doubt, such stock options shall not be exercisable with respect to such 30,000 shares and is hereby cancelled with respect thereto; however, this provision shall have no effect on the 20,000 share which were covered by such stock options, but which were not subject to performance vesting conditions c) Executive shall be eligible to elect continued group health coverage for himself and his eligible dependents in accordance with the rules and regulations of the three Consolidated Omnibus Budget Reconciliation Act of 1985 (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs“COBRA”). If Executive chooses such continuation health insurance coverage, the average Company will reimburse Executive, upon submitting receipts for payment, for one year or until the Executive obtains insurance through another employer, whichever occurs sooner. Thereafter, Executive shall be determined solely responsible for that period of fiscal years, if any, paying the premiums for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under coverage. If Executive ceases to be eligible for COBRA because the Company’s Company does not pay the premiums for its existing or group health insurance policy or the Company ceases to have a group healthcare plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal Executive, for any portion of the period referred to the difference between above during which Executive’s monthly COBRA premium cost and eligibility ceases for such reasons, the amount of the premium cost 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. d) Executive shall be paid a “pro rata portion” of his “bonus for the year of termination” (as those terms are hereinafter defined) within fifteen (15) days of the approval of the 2007 Managers Incentive Program (MIP) payout by the Employer’s Board of Directors. “Pro rata portion” means the number of days in the calendar year of termination up to and including the Termination Date divided by the total number of days in that full calendar year. The “bonus for the year of termination” means the amount the Executive would have been likely to earn if Executive were an employee he had been employed for the full year, as determined in good faith by the Board of Directors of the Company or a committee thereof. e) It is expressly understood by Executive that receipt of all compensation and benefits described above in (excluding, a) through (d) of this Section 2 are contingent upon (i) the release of all claims as set forth below in Sections 6 and 7; (ii) Executive not engaging in Solicitation for purposes a period of calculating cost, an employee’s ability six months from the Termination Date as set forth below in Section 4; and (iii) Executive not engaging in Competition for a period of twelve months from the Termination Date as set for the below in Section 5. It is further understood by the Executive that the conditions to pay premiums with pre-tax dollars); provided, receiving severance benefits will not prevent him from obtaining employment or otherwise earning a living at the same general economic benefit as reasonably required by him without losing the severance benefits. The Executive also acknowledges that any payments described herein shall cease the provisions contained in this Agreement are reasonable and necessary to protect the legitimate business interests of the Company and that the Company would not have entered into this Agreement in the event that absence of such provisions. Executive becomes eligible will not be required to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to mitigate the Termination Dateamount of any payment provided for in this letter by seeking other employment or otherwise.

Severance Payments. If a. Upon termination of the Executive’s employment with for Just Cause, the Company Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive’s employment: (i) for death; or (ii) by the voluntary termination of employment by the Executive pursuant to Section 11(d) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Variable Compensation earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section 11(d) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination. Notwithstanding the foregoing, the Executive shall not be entitled to any Variable Compensation earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 11(d) hereof. b. If the Executive’s employment is terminated during by the Change in Control Termination Period Corporation for any other reason other than by reason of a Nonqualifying Termination, then the Company reasons set forth in Section 11(a) the Executive shall pay or provide Executive with be entitled to an amount equal to the following payments or benefitstotal of: (ai) The Accrued ObligationsAll outstanding base salary earned before the Date of Termination, less any amounts that the Executive received in connection with benefits paid or payable as a result of Disability if applicable; (bii) Any Variable Compensation which has been earned but unpaid by the Executive before the Date of Termination calculated on a pro rata basis based on the number of months in the current bonus period up to and including the Date of Termination ((pro rata Variable Compensation = annual Variable Compensation target / 12) x the number of months in the then-current bonus with respect period up to any completed fiscal year that has ended prior to and including the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives Date of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”Termination); (ciii) Subject to achievement of Additional payments based on the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by length of service with the Compensation Committee of negative discretion)Company, payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect calculated as Executive’s monthly base salary for the number of days months set forth in the chart on Exhibit 1, less any amounts received by and/or payable to Executive was employed during such fiscal year, which amount shall be in connection with benefits paid at such time annual bonuses are generally paid to other senior executives or payable as a result of the Company GroupDisability if applicable (for purposes of this section 11.b.(iii), but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredExecutive’s service start date is January 2, 2012; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eiv) An amount equal to two hundred percent (200%) 1/12 of the sum Variable Compensation payments earned by Executive during the bonus year preceding the current bonus year times the number of (i) months referred to in the chart on Exhibit 1, based on Executive’s then-current base salary length of service with the Company. (v) All outstanding and accrued vacation pay; (iivi) the average annual cash bonus paid All properly incurred and reasonable business expenses owing to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any as of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DateTermination; and (fvii) To Executive’s benefits provided for in Section 5(b) shall continue only through the extent permitted Date of Termination. Any amounts due under Sections 12(b)(iii), 12(b)(iv) and 12(b)(vii) hereunder shall be paid by the Company to Executive on a monthly basis commencing 30 days following the Date of Termination and not in a lump sum. All salary, Variable Compensation, vacation and severance payments will be subject to applicable law taxes and without penalty withholding. c. Except as expressly stipulated in Sections 11(d) or 14 hereof or in this Section 12(c), any options and RSUs which have not vested as of the Date of Termination (being in the case where the Corporation gives notice, the date specified by the Corporation as the date on which the Executive’s employment will terminate) shall terminate and be of no further force and effect as of the Date of Termination and neither any period of notice nor any payment in lieu thereof upon termination of employment hereunder shall be considered as extending the period of employment for the purposes of vesting of options and RSUs notwithstanding anything to the Company, subject to Executive’s election of COBRA continuation coverage under contrary in any other agreement between the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost Corporation and the premium cost to Executive as if Executive were an employee of the Company (excludingExecutive. Notwithstanding anything contained in this Section 12, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event of termination by the Corporation other than for Just Cause, the Executive shall have the right to exercise any options which are vested as at the Date of Termination for the 90 Day Period as defined in Section 11(d). Any unvested options and RSUs which would have otherwise vested during such 90 Day Period shall continue to vest during that period and to the extent any unvested options and RSUs have vested during such 90 Day Period, the Executive becomes eligible shall also be entitled receive such RSUs and to receive health benefits from another employer exercise those options within a rolling 90 day period after the date of vesting of such options, which period will not exceed 180 days following the Date of Termination. Notwithstanding the foregoing, in the event of termination by the Corporation other than for Just Cause, the Corporation advises the Executive that, when monthly payments occur in accordance with Section 12(b), the practice of the Corporation has been to permit the vesting of options and RSUs throughout the applicable severance period set forth in Exhibit I. In addition, notwithstanding anything contained in this Section 12 or elsewhere in this Agreement, in the event of termination due to death of the Executive, the estate of the Executive shall be entitled, at any time during the period which is 12 months following the date of death of the Executive (the “12 Month Period”), to exercise any options which have vested as at the date of death of the Executive. In addition, any unvested options and RSUs which would have otherwise vested during such 12 Month Period shall continue to vest during that are substantially similar period and to those Executive was the extent of any unvested options have vested during such period, the Executive’s estate shall be entitled to receive immediately prior exercise those options within a period which starts on the day of vesting and ends 12 months from the date of death of the Executive. For purposes of greater certainty, if the Executive is terminated for Just Cause, Death or if the Executive’s employment hereunder is terminated by the Executive pursuant to Section 11(d) then no payment whatsoever shall be made to the Termination DateExecutive under Sections 12(b).

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide Executive with the following payments or benefits: (a) The Accrued ObligationsIf the Company terminates the Executive's employment without Just Cause or the Executive terminates his employment for Good Reason, in either case prior to the end of the Term (or the Extension Term, as applicable), or if the Company delivers a Non-Extension Notice on or before March 31, 2005, the Company will provide the Executive the following benefits (but without any mitigation of the Company's liability to the Executive): (i) For a severance period equal to the remainder of the Term (subject to a minimum severance period of 18 months and a maximum severance period of 30 months), (A) continuing base salary (at the annual rate payable as of the date of termination), (B) an annual bonus equal to 50% of annual base salary (to be paid at the time other senior executive bonuses are paid), and (C) continuing medical, dental and life insurance coverage (on terms substantially comparable to those provided to the Executive and his covered dependents immediately prior to the termination of his employment); (bii) Any earned but unpaid annual bonus with respect to any completed fiscal Annual Bonus for the year that has ended prior to the Termination Dateyear in which the Executive's termination of employment occurs, which amount shall be paid at such time annual bonuses are generally paid to and any other senior executives of previously earned and accrued entitlements and benefits from the Company Groupor its affiliates (including any entitlements under applicable Company or affiliate benefit plans, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”programs or policies); (ciii) Subject If the Executive is terminated by the Company without Just Cause effective prior to achievement of the applicable performance conditions July 1, 2002, a full Annual Bonus for the fiscal year (or the first half of the Company fiscal year, in the case of 2002) in which Executive’s such termination occurs takes place; (disregarding any subjective performance goals and any other exercise by iv) If the Compensation Committee of negative discretion)Executive terminates his employment for Good Reason effective prior to July 1, payment 2002, a pro-rated Annual Bonus for the fiscal year (or the first half of the fiscal year, in the case of 2002) in which such termination takes place, based on the length of the Executive's employment for that fiscal year; (v) If the Executive's employment terminates on or after July 1, 2002, he shall be considered for a pro-rated annual incentive bonus that would otherwise have been earned in respect of for the fiscal year in which such termination occurredof employment is effective; (vi) Full vesting of all stock options then held by the Executive that are granted to the Executive by True North on or after January 1, pro-rated 2000 (including the stock options granted to reflect the number Executive concurrent with entering into the January 1, 2000 Amendment to the Agreement); (vii) Full vesting of days all restricted stock then held by the Executive that was employed during such fiscal yearpreviously or is in the future granted to the Executive by True North (including the restricted stock granted to the Executive concurrent with entering into the January 1, which amount 2000 Amendment to the Agreement); and (viii) Each stock option granted to the Executive by True North on or after January 1, 2000 (including the stock options granted to the Executive concurrent with entering into the January 1, 2000 Amendment to the Agreement) then held by the Executive shall be paid at such time annual bonuses are generally paid exercisable by the Executive for up to other senior executives three years after the date of the Company Grouptermination of employment, but in no case beyond the 10-year term of such stock option. it being understood that, other than pursuant to clauses (i)-(viii) above, the Executive shall have no interest in or right to receive from the Company or its affiliates any other entitlement, benefit or bonus. (b) If the Executive's employment is terminated by the Company for Just Cause or if the Executive terminates his employment for any reason other than for Good Reason, the Executive will receive only the amounts and benefits specified in Paragraph 4(a)(ii) hereof. (c) In the event later than March 15th following the last day of the fiscal Executive's death or disability, as specified in Paragraph 3(b), the Executive, his heirs, distributees and legal representatives will receive only the amounts and benefits specified in Paragraph 4(a)(ii) hereof and the pro rata portion of the Annual Bonus for the year in which the Termination Date occurred; (d) Any service-based vesting Executive's death or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date disability occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Date.

Severance Payments. If Executive(a) In the event that Employee’s employment with is terminated (i) by the Company is terminated during the Change Employment Period without Good Cause as defined in Control Termination Section 9(c) hereof, (ii) because the Company terminates the Employment Period other than pursuant to Section 2 of this Employment Agreement, (iii) by Employee during the Employment Period for Good Reason as defined in Section 9(d) hereof, (iv) by reason of a Nonqualifying Termination, then the incapacity or disability in accordance with Section 4 or (v) by reason of death in accordance with Section 5, (1) The Company shall pay to Employee or provide Executive with his estate, no later than thirty (30) calendar days after such Termination Date (except for the following payments or benefits:payment described in Section 9(a)(1)(B) which shall be paid as provided therein) (aA) The Accrued ObligationsAn amount equal to any unpaid current Annual Base Salary accrued through the Termination Date; (bB) Any earned but unpaid His annual bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred;occurs calculated (i) at the target percentage of his Annual Base Salary in the case of a termination by reason of death or disability or (ii) at the percentage earned under the applicable plan based on actual performance for such fiscal year in the case of any other termination, in any case, prorated for the portion of the fiscal year of the Company that has elapsed prior to the Termination Date and paid at the same time as bonuses are paid to other participants in the plan for such fiscal year; and (dC) Any service-based vesting One (1) times the sum of his then current Annual Base Salary and bonus, calculated at one hundred percent (100%) of his Annual Base Salary. (2) The Company shall continue to keep in full force and effect all plans or service requirements policies of medical, accident and life insurance benefits with respect to any equity grant Employee and his dependents with the same level of coverage available to employees under the terms of those employee benefit plans for a period of twelve (12) months, upon the same terms, costs to Employee and otherwise to the same extent as such plans are in effect for employees of the Company who were similarly situated to Employee as of the Termination Date. (3) Any of the restricted shares or other longequity-term incentive award previously based awards granted to Executive and then Employee that may be outstanding which have not yet vested or been forfeited shall become vested and non-forfeitable as of the Termination Date and any Date; provided, however, that performance-based equity grant and other long-term incentive awards shall vest (i) at the target percentage in the case of a termination by reason of death or disability or (ii) at the percentage earned under the applicable plan or award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the applicable performance period, in any case, prorated for the portion of the performance period that has elapsed prior to the Termination Date in the case of any other termination. (4) To the extent stock options granted to Employee have not become fully vested and exercisable as of the Termination Date, andsuch options shall become fully vested; provided that if they are performance vested stock options, in other respectsthey will vest only to the extent they would have vested if the target level of performance had been achieved, such awards and all vested stock options granted after the date of this Agreement shall be governed by exercisable until the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum earlier of (i) Executive’s then-current base salary and two (2) years following the Termination Date, or (ii) the average annual cash bonus original term of the option grant. (5) If Employee’s employment is terminated by the Company without Good Cause or by Employee for Good Reason prior to the date of a Change in Control and Employee reasonably demonstrates that such termination or action with respect of any such events of Good Reason was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, and which Change in Control in each case actually occurs during the term of this Agreement, then, in addition to the payments and benefits provided for in this Section 9(a) (which shall be paid to Executive over or provided at the most recently completed three (3) fiscal years (or if Executive was not eligible time specified in this Section 9(a), Employee will be entitled to receive an annual cash bonus with respect the payments and benefits provided for in Section 10(b), reduced by the amounts provided for in this Section 9(a) (the “Additional Benefits”), such Additional Benefits to any be paid following the Change in Control and at the time or times specified in Section 10(b). (b) In the event that Employee’s employment is terminated (i) by the Company during the Employment Period for Good Cause as defined in Section 9(c), (ii) because Employee terminates the Employment Period pursuant to Section 2 of this Agreement, or (iii) by Employee during the three Employment Period without Good Reason. (31) fiscal years immediately preceding the fiscal year in which The Company shall pay to Employee or his estate, no later than thirty (30) calendar days after the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible an amount equal to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following his then current Annual Base Salary accrued but unpaid through the Termination Date; and. (f2) To the extent permitted by applicable law and without penalty to the CompanyAny restricted shares, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after unvested stock options or other equity-based awards previously granted but still outstanding at the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datebe forfeited.

Severance Payments. If Executive’s employment with a Change of Control of Advest occurs and within five years after the Company Change of Control Executive is terminated during the Change in Control Termination Period by Advest other than by reason of a Nonqualifying Terminationfor Cause, or terminates employment for Good Reason, then within seven business days after the Company date Executive leaves the employment of Advest (the "Severance Date") the Executive shall pay or provide Executive with receive a lump sum cash payment equal to the following payments or benefitssum of: (a) The Accrued ObligationsExecutive's annual base salary which is accrued but unpaid as of the Severance Date; (b) Any that portion of Executive's additional compensation under the Management Incentive Plan, or any successor plan (the "MIP Bonus") or under any alternative incentive plan which is earned but unpaid annual bonus with respect to any completed the fiscal year that has ended ending prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives Severance Date but that is unpaid as of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”);Severance Date; -90- (c) Subject to achievement the product of (i) 100% of the applicable performance conditions Executive's average annual MIP Bonus or alternative incentive bonus for the last three full fiscal year years completed prior to the Change of Control multiplied by (ii) a fraction, the Company in numerator of which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect is the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following period from the last first day of the fiscal year in which the Termination Date occurred;Severance Day occurs through the Severance Day and the denominator of which is 365; and (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum product of (i) 100% of Executive’s then-current 's average annual base salary and measured over the last three full fiscal years completed prior to the Change of Control, multiplied by (ii) the average annual cash bonus fraction, the numerator of which is the number of days during the period from the Severance Day through the fifth anniversary of the Change of Control (or the first anniversary of the Severance Day, if greater) and the denominator of which is 365. The amounts paid to the Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any hereunder shall be considered severance pay in consideration of the three (3) fiscal years immediately preceding past services he has rendered to Advest and in consideration of his continued service from the fiscal year in which date hereof to his entitlement to those payments. The Executive shall have no duty to mitigate his damages by seeking other employment. Should the Termination Date occursExecutive actually receive other payments from any such other employment, the average payments called for hereunder shall not be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted reduced or offset by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datesuch future earnings.

Severance Payments. If a. Upon termination of the Executive’s employment with for Just Cause, the Company Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive’s employment: (i) for death; or (ii) by the voluntary termination of the employment of the Executive by the Executive pursuant to Section 11 (c) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Variable Compensation earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section 11(c) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination. Notwithstanding anything to the contrary in Section 12.b below, the Executive shall not be entitled to any Variable Compensation earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 1l(c) hereof. b. If the Executive’s employment is terminated during by the Change in Control Termination Period Corporation for any other reason other than by reason the reasons set forth in Section 12(a), the Executive shall be entitled to receive, for the number of a Nonqualifying Terminationmonths of severance payments set forth in the chart on Exhibit 1, then all of the Company shall pay or provide Executive with health and dental benefits (other than disability benefits, accidental death and dismemberment benefits and life insurance benefits) that he received from the following payments or benefitsCorporation immediately prior to the termination, PLUS: (ai) The Accrued ObligationsAll outstanding base salary earned before the Date of Termination, less any amounts that the Executive received in connection with benefits paid or payable as a result of Disability if applicable; (bii) Any Variable Compensation which has been earned but unpaid by the Executive before the Date of Termination calculated on a pro rata basis based on the number of months in the current bonus period up to and including the Date of Termination ((pro rata Variable Compensation = annual bonus with respect VC target / 12) x the number of months in the then-current VC period up to any completed fiscal year that has ended prior to and including the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives Date of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”Termination); (ciii) Subject to achievement of Additional payments based on the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by length of service with the Compensation Committee of negative discretion)Company, payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect calculated as Executive’s monthly base salary for the number of days months set forth in the chart on Exhibit 1, less any amounts received by and/or payable to Executive was employed during such fiscal year, which amount shall be in connection with benefits paid at such time annual bonuses are generally paid to other senior executives or payable as a result of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredDisability if applicable; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eiv) An amount equal to two hundred percent (200%) 1/12 of the sum Variable Compensation payments earned by Executive during the bonus year preceding the current VC year times the number of (i) months referred to in the chart on Exhibit 1, based on Executive’s then-current base salary and (ii) length of service with the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DateCompany; and (fv) To the extent permitted by applicable law All outstanding and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen accrued vacation pay. (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost vi) All properly incurred and the premium cost reasonable business expenses owing to Executive as if Executive were an employee of the Company Date of Termination; and If, at the Date of Termination, there were any memberships in any clubs, social or athletic organizations paid for by the Corporation pursuant to Schedule B hereof at the Date of Termination, the Corporation will not take any action to terminate such memberships but will not renew any such membership that expires or reimburse the Executive for any further payments thereunder. Any amounts due hereunder on account of severance in 12.b.(iii) and 12.b.(iv) above shall be paid by the Corporation to the Executive on a monthly basis commencing 30 days following the Date of Termination and not in a lump sum. c. Except as expressly stipulated in Sections 11(c) or 14 hereof or in this Section 12(d), any options which have not vested as of the Date of Termination (excludingbeing in the case where the Corporation gives notice, the date specified by the Corporation as the date on which the Executive’s employment will terminate) shall terminate and be of no further force and effect as of the Date of Termination and neither any period of notice nor any payment in lieu thereof upon termination of employment hereunder shall be considered as extending the period of employment for the purposes of calculating costvesting of options notwithstanding anything to the contrary in any other agreement between the Corporation and the Executive. Notwithstanding anything contained in this Section 12, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event of termination by the Corporation other than for Just Cause, the Executive shall have the right to exercise any options which are vested as at the Date of Termination for the 90 Day Period (as defined in Section 11(c). Any unvested options which would have otherwise vested during such 90 Day Period shall continue to vest during that period and to the extent any unvested options have vested during such 90 Day Period, the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was shall also be entitled to receive immediately prior exercise those options within a rolling 90 day period after the date of vesting of such options, which period will not exceed 180 days following the Date of Termination. In addition, notwithstanding anything contained in this Section 12 or elsewhere in this Agreement, in the event of termination due to death of the Executive, the estate of the Executive shall be entitled, at any time during the period which is 12 months following the date of death of the Executive (the “12 Month Period”), to exercise any options which have vested as at the date of death of the Executive. In addition, any unvested options which would have otherwise vested during such 12 Month Period shall continue to vest during that period and to the Termination Dateextent of any unvested options have vested during such period, the Executive’s estate shall be entitled to exercise those options within a period which starts on the day of vesting and ends 12 months from the date of death of the Executive. For purposes of greater certainty, if the Executive is terminated for Just Cause, Death or if the Executive’s employment hereunder is terminated by the Executive pursuant to Section 1l(c) then no payment whatsoever shall be made to the Executive under this Section.

Severance Payments. If Executive’s employment with Upon the Company is terminated during Effective Date of this Agreement, the Change in Control Manager shall resign as President and COO for Sterling Medivations, Inc. (the "Termination Period other than by reason of a Nonqualifying Termination, then the Company Date") and shall pay or provide Executive with be entitled to the following payments or and benefits: (a) The Accrued Obligationsall base salary, less applicable taxes and withholdings as required by law, through the Terminate Date; (b) Any earned all accrued, but unpaid annual bonus with respect to any completed fiscal year that has ended prior to unused vacation pay, less applicable taxes and withholdings as required by law, through the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject an amount equal to achievement nine (9) months of the Manager' s base salary, less applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals taxes and any other exercise withholdings as required by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal yearlaw, which gross amount shall be divided and paid ½ cash and ½ as stock, which amounts shall be paid in one lump-sum distribution at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred;Sale. (d) Any service-based vesting or service requirements with respect Manager will receive the required COBRA notification to any equity grant and other long-term incentive award previously granted allow Manager, at his option, to Executive and then outstanding shall become vested and non-forfeitable as continue health care coverage for a period of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted time under applicable law. Provided that Manager elects to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of continue health care coverage under COBRA within sixty (60) days following the Termination Date, andSpectRx will reimburse Manager for ½ of the COBRA coverage actually incurred for a period of 12 months. A check and/or a copy of a cancelled check from Manager to Human Resources verifying the date he incurred a COBRA expense, in other respectsand the amount thereof, such awards shall be governed by sufficient evidence that the planscost was incurred, programs, agreements, or other documents, as applicable, pursuant to which and SpectRx shall reimburse Manager within 30 days of receiving such awards were granted;check. (e) An amount equal Manager will be allowed to two hundred percent (200%continue to participate in any stock option plan(s) currently offered by SpectRx during the 15 month period following the Effective Date and SpectRx shall take such action as needed to vest all of the sum Manager' s stock options. SpectRx reserves the right to alter, amend, or terminate such plans with or without prior notice The Manager is under no obligation to mitigate damages or the amount of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (any payment provided for hereunder by seeking other employment or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)otherwise; provided, however, that the Manager's coverage under SpectRx's welfare benefit plans will be reduced to the extent that the Manager becomes covered under any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from comparable employee benefit plan made available by another employer that are substantially similar and covering the same type of benefits. The Manager will report to those Executive was entitled to receive immediately prior to the Termination DateSpectRx any such benefits actually received by him.

Severance Payments. If (a) Upon any termination of the Executive’s employment with by the Company is terminated during without Cause or by the Change in Control Termination Period other than by reason of a Nonqualifying TerminationExecutive for Good Reason, then the Company shall pay or provide as severance to the Executive with an amount (the following payments or benefits: “Cash Severance Amount”) equal to the greater of (ai) The Accrued Obligations; the sum of nine (b9) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended months of the Executive’s Base Salary in effect immediately prior to the Date of Termination Dateor (ii) the product of (x) one (1) month of the Executive’s Base Salary in effect immediately prior to the Date of Termination, which amount multiplied by (y) the number of years that the Executive has been employed by the Company (such number, the “Employment Years”); provided that the aggregate Cash Severance Amount shall be paid at such time annual bonuses are generally paid not exceed the sum of twelve (12) months of the Executive’s Base Salary in effect immediately prior to other senior executives the Date of Termination. The Company shall pay the Cash Severance Amount over a number of months immediately following the Date of Termination equal to the Employment Years (the “Severance Period”), in equal installments as nearly as practicable, on the normal payroll dates for employees of the Company Group, generally but in no event later less frequently than March 15th monthly. Any amounts payable pursuant to this Section 6(a) shall not be paid until the first scheduled payment date following the end of date the fiscal year release contemplated in Section 6(d) is executed and no longer subject to revocation, with the first such payment being in an amount equal to the total amount to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that Executive would otherwise have been earned in respect entitled during the period following the Date of Termination if such deferral had not been required; provided, however, that any such amounts that constitute nonqualified deferred compensation within the fiscal year in which such termination occurred, pro-rated to reflect the number meaning of days Executive was employed during such fiscal year, which amount Code Section 409A shall not be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on until the sixtieth (60th) day following the Termination Date; and (f) To such termination to the extent permitted by applicable law and without penalty necessary to the Companyavoid adverse tax consequences under Code Section 409A, subject and, if such payments are required to Executive’s election of COBRA continuation coverage under the Company’s group health planbe so deferred, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive payment shall be in an amount equal to the difference between Executive’s monthly COBRA premium cost and total amount to which the premium cost to Executive as would otherwise have been entitled during the period following the Date of Termination if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)such deferral had not been required; provided, further, that, if the Executive is a “specified employee” within the meaning of Code Section 409A, any amounts payable to the Executive under this Section 6(a) during the first six (6) months and one (1) day following the Date of Termination that constitute nonqualified deferred compensation within the meaning of Code Section 409A shall not be paid until the date that is six (6) months and one (1) day following such termination to the extent necessary to avoid adverse tax consequences under Code Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which the Executive would otherwise have been entitled to during the period following the Date of Termination if such deferral had not been required. (b) In the event of any termination of the Executive’s employment (i) by the Company for Cause, or (ii) due to the Executive’s death or Disability, the Executive shall not be entitled to any severance or other payments or benefits as of the Date of Termination (except as required by applicable law) and all rights to receive a salary, benefits or other compensation shall termination as of the Date of Termination except as set forth in Section 7. (c) If the Executive breaches any provision of Sections 8 through 11 hereof, the Company shall no longer be obligated to make any payments described herein or reimbursements or provide any benefits pursuant to this Section 6. (d) The Company’s obligations under this Section 6 shall cease be contingent upon (i) the delivery by the Executive of a complete release in favor of the Company, its subsidiaries, affiliates, and respective officers, directors, employees, principals, managers, partners, members, attorneys and representatives, in substantially the form attached hereto as Annex A, within twenty-one (21) days after the Date of Termination and (ii) the Executive not revoking such release. (e) In the event that the Company fails to pay any of the amounts set forth in Section 6(a) within five (5) business days after the date when due, the overdue amounts shall accrue interest at a rate equal to five (5%) per year until such overdue amounts and interest are paid. If the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately dies during the postponement period prior to the Termination Datepayment in full of amounts set forth in Section 6(a), the unpaid amounts shall be paid to the personal representative of the Executive's estate when due. (f) The payments provided in Section 6(a) shall be in addition to the payments and benefits set forth in Section 7 hereof.

Severance Payments. If 6.1. Subject to Section 6.2 hereof, the Company shall pay the Executive the payments and benefits described in this Section 6.1 ("Severance Payments"), in addition to the applicable payments and benefits described in Section 5 hereof, upon any termination after a Change in Control by the Company Without Cause or by the Executive for Good Reason. (i) Within 15 days of the Date of Termination, the Company shall make a lump sum cash payment to the Executive equal to the sum of (a) the higher of 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 in effect immediately prior to the Change in Control, and (b) the highest annualized (for a partial year of service) annual aggregate bonuses paid, or accrued to be paid if not then yet paid (or, in the event that the Executive has been recently hired and has not had a full fiscal year of employment and Profit Incentive Plan opportunity, then the higher of the amount paid in the prior year, recalculated as if the Executive had been employed for the full entire year, or the planned amount of Profit Incentive Plan bonus payout for the Executive for the year in which the termination occurs) to the Executive under the Profit Incentive Plan or its successor plan or by vote of the Board of Directors (or a committee thereof) or bonuses of Sales Incentive Compensation or other bonuses excluding any bonuses paid as part of the hiring process, in each case determined (except as provided above with respect to a recently hired Executive) over the period beginning with the Company is terminated during fifth (5th) year preceding the year in which occurs the Change in Control Termination Period other than by reason and ending with the period in which occurs the Date of a Nonqualifying Termination (ii) Within 15 days of the Date of Termination, then the Company shall pay make an additional lump sum cash severance payment to the Executive equal to the annual level of contributions, credits or provide other benefits the Executive with was receiving (or that were being made or were required to be made for the following payments or benefits: (aExecutive's benefit) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended for the most recent applicable plan period prior to the Change in Control or prior to the Notice of Termination Date(whichever is more favorable to the Executive under any employee benefits plan then existing including the SARP, which amount shall be paid at such time annual bonuses are generally paid the ESOP, the "excess benefit" restoration account under the Company's Supplemental Executive Retirement Plan, the Company's Senior Executive Supplemental Umbrella Pension Plan, the Company's matching contribution under its 401(k) plan applicable to other senior executives the Executive and (subject to the following sentence) the LTDCIP (and in each case any successor plan or arrangement), in each case based on the levels of compensation taken into account under Section 6.1(i). In the case of the Company Group, but in no event later than March 15th following LTDCIP the end of payment shall equal to an amount equal to the fiscal year award credit that would have been credited to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions Executive's account under the LTDCIP for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal calendar year in which the Date of Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance occurs, assuming for the performance period as of the Termination Datesuch year, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary the Company's Adjusted Pretax Profit (as defined in the LTDCIP) had equaled the amount projected for the applicable year as Adjusted Pretax Profit (as defined in LTDCIP) in the Company's latest "BNS Five Year Plan - Base Case" provided to the Company's investment banker prior the Change in Control (or if not available, the best equivalent), and (ii) the average annual cash bonus paid Executive's percentage award opportunity had equaled the percentage award opportunity which was the Executive's most recent award level preceding the Change in Control. For the period of twelve (12) months following the Date of Termination, the Company shall arrange to provide the Executive over with any employee welfare benefits including health, dental, disability, life, and accident insurance benefits substantially similar to those which the most recently completed three Executive is receiving on the same premium cost share basis as was applicable to the Executive immediately prior to the Notice of Termination or the Change in Control, whichever is more favorable to the Executive (3without utilizing or limiting the Executive's subsequent resort to COBRA rights under applicable laws and 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 under any employee welfare benefits including health, dental, disability, life, and accident insurance pursuant to this Section 6.1(ii) fiscal years shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost or at a lower cost than was charged to the Executive prior to the Change in Control or the Notice of Termination (whichever is more favorable to the Executive) during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received or if made available by the Executive was not eligible shall be reported to receive an annual cash bonus the Company by the Executive). In the event that the Company self-insures with respect to any one of these benefits, such as for example dental benefits, then the Executive shall be reimbursed for all dental expenses during the 12-month period that would have been reimbursed under the self-funded policy in effect prior to the Notice of Termination or the Change in Control, whichever is more favorable to 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 Severance Payments and as a result the Section 6.1(ii) benefits are thereafter reduced pursuant to the immediately preceding sentence because of the three receipt or availability of comparable benefits, the Company shall, at the time of such reduction, pay to the Executive the lesser of (3a) fiscal years immediately preceding the fiscal year 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 280G of the Code. 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 or otherwise) (all such payments and benefits, including option benefits and 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 Termination Date occursTotal 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 average amount of any such reduction shall be determined made by the firm of certified public accountants that had been acting as the Company's auditors prior to the Change in Control or by such other firm of certified public accountants, benefits consulting firm or legal counsel as the Board may designate for that period such purpose, with the approval of fiscal yearsthe Executive, prior to the Change in Control. The Company shall provide the Executive with the auditor's 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. In the event of a termination following a Change in Control, the Company also shall pay to the Executive all legal fees and expenses, if any, for which Executive was eligible incurred in disputing in good faith any such termination or in seeking in good faith to receive an annual cash bonusobtain or enforce any payment, 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), which amount . Such payments shall be paid in a lump-sum on made within five (5) business days after delivery of the sixtieth (60th) day following Executive's written requests for payment accompanied with such evidence of fees and expenses incurred as the Termination Date; andCompany reasonably may require. (f) To 6.4. During the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election period of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after one year from the Termination Date, the Company will pay shall engage, at the request of the Executive, made in writing in the Termination Notice or within ten days of receipt by the Executive an amount equal of a Notice of Termination, a mutually agreed upon, full executive outplacement counseling service of national reputation, reasonably proximate to the difference between Executive’s monthly COBRA premium cost and 's home or home office, to assist the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Dateobtaining employment.

Severance Payments. If Subject to Section 14, Section 15 and Section 16, if the Executive’s employment with the Company First Financial is terminated (1) during the Change in Control Termination Period other than by reason of a Nonqualifying TerminationTermination or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control), then the Company First Financial shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits: (a) The a lump-sum cash amount within five (5) days following the Date of Termination equal to the sum of: (i) the Executive’s base salary through the Date of Termination, and any accrued vacation, in each case to the extent not theretofore paid; (ii) any unpaid bonus accrued with respect to the fiscal year ending on or preceding the Date of Termination; and (iii) subject to presentment of appropriate documentation, any unreimbursed expenses incurred through the Date of Termination in accordance with Company policy (collectively, the “Accrued ObligationsAmounts”); (b) Any earned but unpaid annual bonus with respect all other payments, benefits or fringe benefits to any completed fiscal year that has ended prior to which the Termination Date, which amount Executive shall be paid at such time annual bonuses are generally paid to other senior executives entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant (the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned BonusOther Benefits”); (c) Subject a lump-sum cash amount within five (5) days following the Date of Termination equal to achievement the product of (i) the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs Target Annual Bonus and (disregarding any subjective performance goals and any other exercise by ii) a fraction, the Compensation Committee numerator of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect is the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Date of Termination occurs through the Date occurredof Termination and the denominator of which is three hundred sixty-five (365); (d) Any servicea lump-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as sum cash amount within five (5) days following the Date of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent one (200%1) of time the sum of (i) the Executive’s then-current annual base salary and (ii) the average of the annual cash bonus bonuses paid or payable to the Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of for the three (3) fiscal years immediately preceding ending before the fiscal Date of Termination; provided, however, that (x) if the Executive was not employed by First Financial for all of such three (3) year in which the Termination Date occursperiod, the average shall in (ii) above will be determined for that period based on such number of completed fiscal years, if any, for years during which the Executive was employed by First Financial and was eligible to receive an annual cash bonus)bonus and (y) if the Executive was not employed during any part of such three (3) year period, which the amount shall in (ii) above will be paid in a lump-sum on the sixtieth (60th) day following the Termination DateExecutive’s Target Annual Bonus; and (fe) To during the extent permitted by applicable law one (1) year following the Executive’s termination of employment, the Executive, the Executive’s spouse and without penalty the Executive’s eligible dependants shall receive employee welfare benefits on a basis that is at least as favorable as was available to the CompanyExecutive immediately prior to the Date of Termination (the “Welfare Benefits”). However, subject if First Financial is unable to provide the Welfare Benefits as a result of tax law requirements or any other applicable legal requirements, First Financial shall pay the Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date business day of each month for the eighteen (18)-month period commencing after the Termination Datecalendar quarter thereafter, the Company will pay Executive in advance, an amount which is equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were of procuring such Welfare Benefits on an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with preafter-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datebasis.

Severance Payments. If Executive’s employment with (i) In the Company is terminated during the Change event of termination pursuant to Section 10(a)(ii), Executive shall receive no severance, and shall be entitled to receive, in Control Termination Period lieu of any other than by reason of a Nonqualifying Termination, then the Company shall pay or provide Executive with the following payments or benefits: , (ax) The Accrued Obligations; (b) Any earned his accrued but unpaid annual bonus with respect to salary at the rate provided in Section 3(a), plus any amounts due but unpaid for any prior completed fiscal year that has ended including any Performance Bonus or Incentive Bonus ("Accrued Obligations"), (y) a special payment (the "Special Payment") equal to the product of the ratio of the number of days in the fiscal year prior to his termination to 365 days ("Pro Rata") times his Performance Bonus, if any, for the Termination Dateprior fiscal year, which amount shall be paid at such time annual bonuses are generally paid and his accrued Pro Rata Incentive Bonus (if, and to other senior executives the extent the criteria of the Company Group, but in no event later than March 15th following Incentive Bonus Award are satisfied at the end of the fiscal year in which termination takes place) to the date on which termination shall take effect, and (z) any Reimbursable Expenses. Any such annual bonus relates (“Earned Bonus”); (c) Subject Accrued Obligations, Special Payment or other amounts shall be promptly paid in a lump sum in cash, provided, however, the Incentive Bonus shall be paid subsequent to achievement of the applicable performance conditions for the fiscal year in which it is earned, at the same time and in the same manner as Incentive Bonuses are paid to other executives of the Company for such fiscal year and Accrued Obligations shall be paid in accordance with their terms. (ii) In the event of termination pursuant to Section 10(a)(iii), Executive's estate or beneficiaries, as the case may be, shall be entitled to receive, in lieu of any other payments or benefits, the proceeds from the Insurance Policy, any Accrued Obligations, a Pro Rata Performance Bonus and a Pro Rata Incentive Bonus (based in the case of the Performance Bonus on $750,000, and, in the case of the Incentive Bonus on the amount of Incentive Bonus that would have been paid for the full fiscal year if he was employed for the full fiscal year), Reimbursable Expenses and, as provided in the grants, all Options and Special Options that are unvested at the date of termination shall, in accordance with their grants, vest, and the restrictions on any Restricted Stock held by Executive shall terminate. Such amounts shall be paid promptly in a lump sum, other than any amount which Executive’s by its terms is due thereafter, which shall be paid in accordance with its terms. (iii) In the event of termination pursuant to Section 10(a)(iv) or by Executive for Good Reason, Executive shall be entitled to receive in lieu of any other payments or benefits, (a) if prior to June 30, 2002, Accrued Obligations plus the sum of 2.99 times his Base Salary plus two times his total bonus compensation (I.E., Performance Bonus and Incentive Bonus) for the immediately preceding fiscal year (or if termination occurs prior to the end of the 1998 fiscal year, then such total bonus compensation as doubled shall be $1,500,000 ), payable (disregarding other than Accrued Obligations, which shall be paid in accordance with their terms) in a lump sum in cash within 30 days after the date of termination, continuation, at the Company's expense, of any subjective performance goals group health (which may be provided by payment of COBRA continuation coverage premiums) and life insurance and long-term disability coverage at the level in effect on the Executive's date of termination for a period of eighteen months following such date of termination (or shall receive from the Company the economic equivalent of such coverage in cash), all Options and Special Options that are unvested at the date of termination shall, in accordance with their grants, vest, and the restriction on any other exercise Restricted Stock held by Executive shall, in accordance with their grants, terminate or (b) if on or after June 30, 2002, the amounts payable under Section 10(e) as if notice of nonrenewal has been given by the Compensation Committee of negative discretionCompany and Executive had immediately thereafter terminated employment pursuant to Section 10(e). (iv) If Executive shall voluntarily resign for other than "Good Reason," he shall be entitled only to Accrued Obligations, payment the Special Payment, Pro Rata Incentive Bonus (if, and to the extent the criteria of the annual bonus that would otherwise have been earned in respect Incentive Award are satisfied at the end of the fiscal year in which termination takes place), and Reimbursable Expenses, through the date of such termination occurredresignation or termination, pro-rated and that any such accrued but unpaid salary, Special Payment or other amounts shall be promptly paid in a lump sum in cash (except with respect to reflect the number of days Executive was employed during such fiscal year, Incentive Bonus which amount shall be paid at such time annual bonuses are generally paid subsequent to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which it is earned, at the Termination Date occurred;same time and in the same manner as Incentive Bonuses are paid to other executives of the Company for such fiscal year and Accrued Obligations which shall be paid in accordance with their terms). (dv) Any service-based vesting If the Executive's employment hereunder is terminated as a result of Disability, in lieu of any other payments or service requirements benefits other than any such disability benefits he may receive (but subject to Section 10(c)(vi), and Accrued Obligations, he shall be paid a single lump sum in cash within thirty (30) days of the date of his termination in an amount equal to one year's Base Salary. In addition, in accordance with respect to the grants, the nonvested portion of any equity grant Options and other long-term incentive award previously granted to Special Options held by the Executive and then outstanding on such date shall become vested and non-forfeitable as of the Termination Date exercisable and any performance-based equity grant and other long-term incentive award previously granted to restrictions on Restricted Stock held by the Executive and then outstanding that has not been earned as of the Termination Date shall terminate. (vi) The severance amounts in this Section 10(c) shall be earned at a pro-rata amount based on the actual performance for the performance period as in lieu of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, any severance policies or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by payments otherwise applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to including those Executive was entitled to receive immediately prior to the Termination Date.under

Severance Payments. If Subject to Section 14, Section 15 and Section 16, if the Executive’s employment with the Company First Financial is terminated (1) during the Change in Control Termination Period other than by reason of a Nonqualifying TerminationTermination or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control), then the Company First Financial shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits: (a) The a lump-sum cash amount within five (5) days following the Date of Termination equal to the sum of: (i) the Executive’s base salary through the Date of Termination, and any accrued vacation, in each case to the extent not theretofore paid; (ii) any unpaid bonus accrued with respect to the fiscal year ending on or preceding the Date of Termination; and (iii) subject to presentment of appropriate documentation, any unreimbursed expenses incurred through the Date of Termination in accordance with Company policy (collectively, the “Accrued ObligationsAmounts”); (b) Any earned but unpaid annual bonus with respect all other payments, benefits or fringe benefits to any completed fiscal year that has ended prior to which the Termination Date, which amount Executive shall be paid at such time annual bonuses are generally paid to other senior executives entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant (the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned BonusOther Benefits”); (c) Subject a lump-sum cash amount within five (5) days following the Date of Termination equal to achievement the product of (i) the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs Target Annual Bonus and (disregarding any subjective performance goals and any other exercise by ii) a fraction, the Compensation Committee numerator of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect is the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Date of Termination occurs through the Date occurredof Termination and the denominator of which is three hundred sixty-five (365); (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An cash amount equal to two hundred percent (200%) of _____ times the sum of (i) the Executive’s then-current annual base salary and (ii) the average of the annual cash bonus bonuses paid or payable to the Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of for the three (3) fiscal years immediately preceding ending before the fiscal Date of Termination payable in approximately equal installments in accordance with the Company’s regular payroll practices (but off employee payroll) during the 12 month period following the Date of Termination; provided, however, that (x) if the Executive was not employed by First Financial for all of such three (3) year in which the Termination Date occursperiod, the average shall in (ii) above will be determined for that period based on such number of completed fiscal years, if any, for years during which the Executive was employed by First Financial and was eligible to receive an annual cash bonus)bonus and (y) if the Executive was not employed during any part of such three (3) year period, which the amount shall in (ii) above will be paid in a lump-sum on the sixtieth (60th) day following the Termination DateExecutive’s Target Annual Bonus; and (fe) To during the extent permitted by applicable law _______ year(s) following the Executive’s termination of employment, the Executive, the Executive’s spouse and without penalty the Executive’s eligible dependants shall receive employee welfare benefits on a basis that is at least as favorable as was available to the CompanyExecutive immediately prior to the Date of Termination (the “Welfare Benefits”). However, subject if First Financial is unable to provide the Welfare Benefits as a result of tax law requirements or any other applicable legal requirements, First Financial shall pay the Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date business day of each month for the eighteen (18)-month period commencing after the Termination Datecalendar quarter thereafter, the Company will pay Executive in advance, an amount which is equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were of procuring such Welfare Benefits on an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with preafter-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datebasis.

Severance Payments. If Executive’s employment with In consideration for the promises made in this Agreement, the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Terminationagrees to pay, then the Company shall pay or provide to, Executive, in lieu of any payments and/or other benefits otherwise due to Executive with pursuant to the Employment Agreement and/or the Salary Continuation Agreement, the following payments or benefits:(collectively, the “Severance Benefits”): (a) The Accrued Obligations;On the Termination Date, Executive shall receive a single lump sum cash payment equal to the value of all accrued but unpaid annual base salary and all accrued but unused vacation pay through December 31, 2008, less applicable tax withholding. (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to On the later of the Termination DateDate or the Effective Date (as defined in Section 7), which a single lump sum cash payment in an amount shall be paid at such time annual bonuses are generally paid equal to other senior executives of the Company GroupEight Hundred Thirty-Three Thousand Nine Hundred Twenty-Seven Dollars ($833,927.00), but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”);less applicable tax withholding. (c) Subject to achievement Executive will receive an aggregate amount of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs One Hundred Two Thousand Five Hundred Dollars (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion$102,500), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives in twelve (12) approximately equal monthly installments beginning on the first monthly anniversary of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred;Date. (d) Subject to the approval of the Company’s board of directors at its regularly scheduled January 2009 meeting, Executive’s outstanding vested stock options shall be exercisable until the earlier of (A) their original expiration date, or (B) eighteen (18) months following the Termination Date. Any service-based vesting or service requirements with respect to any outstanding unvested stock options and/or equity grant and other long-term incentive award previously granted to awards held by Executive and then outstanding shall become vested and non-forfeitable be forfeited as of the Termination Date and any performance-based equity grant and no payment or other long-term incentive award previously granted benefit shall be provided in lieu thereof. (e) Executive shall be allowed to Executive and then outstanding that has not purchase the automobile (the “Automobile”) which the Company had been earned as providing for Executive’s use. The purchase price shall be equivalent to the Xxxxxx Blue Book wholesale value of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period Automobile as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and. (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election Within ten (10) days of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay shall reimburse Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer business expenses that are substantially similar to those payable under the Company’s normal expense reimbursement policies and practices that were incurred by Executive was entitled to receive immediately prior to the Termination Date. In addition, the Company shall reimburse Executive’s legal fees and expenses incurred in connection with negotiating the terms of this Agreement up to a maximum of Five Thousand Dollars ($5,000) and for any legal fees and expenses necessary to enforce this Agreement. (g) Executive acknowledges and agrees that all payments made, and benefits provided, pursuant to this Agreement shall be subject to all applicable tax withholding and reporting requirements. (h) Notwithstanding the foregoing to the contrary, if the Company is prevented by the Federal Deposit Insurance Corporation, or any other federal or state bank regulatory authority, from making any payment, or providing any benefit, described in this Section 2 on the date or at the time provided herein, any such payment and/or benefit shall be paid to, or provided to, Executive as of the earliest possible date allowed by such regulator. Any delay by the Company in the making of any payment, or providing of any benefit, pursuant to this subsection (h) shall have no effect on the obligations of Executive as set forth or described in this Agreement.

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide Executive with the following payments or benefits: (a) The Accrued Obligations;Upon termination of the Executive's employment (i) for Cause pursuant to Section 5.2, or (ii) voluntarily by the Executive pursuant to Section 5.7, the 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 Base Salary earned by the Executive up to the Date of Termination and (B) vacation pay earned up to the Date of Termination. For greater certainty, upon any such termination, the Executive shall not be entitled to receive any portion of any Performance Bonus, except to the extent that any of such Performance Bonus has become due and payable prior to the Date of Termination. (b) Any 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 Base Salary earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior by the Executive up to the Termination DateDate of Termination, which amount shall be paid at such time annual bonuses are generally paid to other senior executives (B) a pro-rated portion of the Company Group, but in no event later than March 15th following Performance Bonus that the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that Executive would otherwise have been earned received in respect of the fiscal year in which such termination the Date of Termination occurred, pro-rated to reflect calculated by multiplying such Performance Bonus by the fraction that the number of days Executive was employed during in such fiscal year up to the Date of Termination is of the total number of days in such fiscal year and payable promptly following the end of such fiscal year, which (C) vacation pay earned up to the Date of Termination and (D) severance pay in the amount of eighteen months full salary. (c) If the Executive's employment is terminated pursuant to Section 5.5 or 5.6, other than within two years following a Change in Control: (i) the Executive shall be paid at such time annual bonuses are generally paid entitled to other senior executives receive (A) accrued and unpaid Base Salary earned by the Executive up to the Date of Termination, (B) a pro-rated portion of the Company Group, but Performance Bonus that the Executive would have received in no event later than March 15th following the last day respect of the fiscal year in which the Date of Termination occurred, calculated by multiplying the average Performance Bonus paid to the Executive in the last two fiscal years ended immediately preceding the Date occurredof Termination by the fraction that the number of days in such fiscal year up to the Date of Termination is of the total number of days in such fiscal year and payable promptly following the end of such fiscal year and (C) vacation pay earned up to the Date of Termination; (ii) the Executive shall be entitled to receive a lump sum payment in an amount equal to two times the sum of (A) the Executive's Base Salary and (B) the average Performance Bonus paid to the Executive in the last two fiscal years ended immediately preceding the Date of Termination; and (iii) medical, dental, disability and life insurance benefits provided for the benefit of the Executive pursuant to any benefit plans and programs then provided by the Corporation generally to its executives, shall, subject to the terms of such plans and programs, be continued in full force and effect for twelve months following the Date of Termination; provided, however that (A) such extended coverage shall cease immediately upon the Executive's commencement of full-time employment with another employer, and (B) the Corporation shall have the option, in lieu of providing such benefits, of making a lump sum payment or periodic payments in an amount sufficient to permit the Executive to purchase such extended benefits during such period. (d) Any service-based vesting If the Executive's employment is terminated pursuant to Section 5.5 or service requirements with respect to any equity grant and other long-term incentive award previously granted to 5.6 within two years following a Change in Control: (i) the Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be entitled to receive (A) accrued and unpaid Base Salary earned at by the Executive up to the Date of Termination, (B) a pro-rata amount based on the actual performance for the performance period as rated portion of the Termination Date, and, Performance Bonus that the Executive would have received in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) respect of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Date of Termination Date occursoccurred, calculated by multiplying the average Performance Bonus paid to the Executive in the last two fiscal years ended immediately preceding the Date of Termination by the fraction that the number of days in such fiscal year up to the Date of Termination is of the total number of days in such fiscal year and payable promptly following the end of such fiscal year and (C) vacation pay earned up to the Date of Termination; (ii) the Executive shall be determined for that period of fiscal years, if any, for which Executive was eligible entitled to receive a lump sum payment in an annual cash bonus), which amount shall be equal to three times the sum of (A) the Executive's Base Salary and (B) the average Performance Bonus paid to the Executive in a lump-sum on the sixtieth (60th) day following last two fiscal years ended immediately preceding the Termination DateDate of Termination; and (fiii) To medical, dental, disability and life insurance benefits provided for the extent permitted benefit of the Executive pursuant to any benefit plans and programs then provided by applicable law and without penalty the Corporation generally to the Companyits executives, shall, subject to Executive’s election the terms of COBRA continuation coverage under such plans and programs, be continued in full force and effect for 12 months following the Company’s group health plan, on the first regularly scheduled payroll date Date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)Termination; provided, however, that any payments described herein (A) such extended coverage shall cease immediately upon the Executive's commencement of full-time employment with another employer, and (B) the Corporation shall have the option, in lieu of providing such benefits, of making a lump sum payment or periodic payments in an amount sufficient to permit the event that Executive becomes eligible to receive health purchase such extended benefits from another employer that are substantially similar to those during such period. (e) Other than as provided in Sections 5.9(a), (b), (c) and (d), the Executive was entitled to receive immediately prior (or his estate, as the case may be) shall have no claim whatsoever against the Corporation or any of its Affiliates for notice, damages, compensation, reimbursement, remuneration or otherwise arising out of or relating to the Termination Datetermination of his employment hereunder, including without limitation, claims under the ESA for termination or severance pay or at common law for wrongful dismissal. As a condition precedent to receiving the payments provided for in this Section 5.9, the Executive shall deliver a release of such claims in such form as may be requested by the Corporation. All amounts payable to the Executive as a result of the termination of the Executive's employment pursuant to the ESA (if any) are included in and are not in addition to the amounts payable pursuant to this Section 5.9, provided that if for any reason the amounts payable or entitlements provided to the Executive pursuant hereto would be less than the amounts payable or entitlements pursuant to the ESA in respect of such termination, the Corporation shall pay to the Executive the amounts payable and entitlements pursuant to the ESA.

Severance Payments. If Executive’s employment with 6.1 Subject to Section 6.2 hereof, the Company shall pay the Executive the payments described in this Section 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, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof, unless such termination is (i) by the Company for Cause, (ii) by reason of the Executive's death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated during by the Company without Cause (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 a lump sum severance payment, in cash, equal to three (3) times the sum of (i) the greater 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 the Executive's annual base salary in effect immediately prior to the Change in Control, and (ii) the greater of the average of the annual bonuses earned or received by the Executive from the Company or its subsidiaries in respect of the two (2) consecutive fiscal years immediately preceding that in which the Date of Termination occurs or the average of the annual bonuses so earned or received in respect of the two (2) consecutive fiscal years immediately preceding that in which the Change in Control Termination Period other than by reason occurs. (B) Notwithstanding any provision of a Nonqualifying Terminationany annual or long-term incentive plan to the contrary, then 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 provide awarded to the Executive with for a completed fiscal year or other measuring period preceding the following payments Date of Termination under any such plan but which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date or benefits: otherwise has not been paid, and (aii) The Accrued Obligations; (b) Any a pro rata portion to the Date of Termination of the aggregate value of all contingent incentive compensation awards to the Executive for all then uncompleted periods under any such plan, calculated as to each such award by multiplying the award that the Executive would have earned but unpaid annual bonus on the last day of the performance award period, assuming the achievement, at the target level, of the individual and corporate performance goals established with respect to such award, by the fraction obtained by dividing the number of full months and any completed fiscal year that has ended 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) Notwithstanding any provision of the Company's supplemental pension and thrift plans (the "Supplemental Plans") to the contrary, upon the termination of the Executive's employment by the Executive for Good Reason or by the Company, in either case at any time following the occurrence of a Change in Control and during the term of this Agreement, the Executive shall be deemed to have an additional thirty-six (36) months of benefit credit under each of the Supplemental Plans and shall be entitled to receive such additional credit either (1) as part of the benefit otherwise payable under the Supplemental Plan or (2) as a lump sum. (D) For the thirty-six (36) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving immediately prior to the Notice of Termination Date(without giving effect to any (E) If the Executive would have become entitled to benefits under the Company's post-retirement health care or life insurance plans had the Executive's employment terminated at any time during the period of thirty-six (36) months after the Date of Termination, which amount the Company shall provide such post-retirement health care or life insurance benefits to the Executive commencing on the later of (i) the date that such coverage would have first become available and (ii) the date that like benefits described in subsection (D) of this Section 6.1 terminate. (F) From and after the occurrence of Change in Control and notwithstanding any provision in the Company's 1995 Stock Option and Retention Stock Plan (or any agreement entered into thereunder or any successor stock compensation plan or agreement thereunder) to the contrary, any Option held by the Executive shall be paid at fully exercisable and any restriction on any Retention Share held by the Executive shall lapse or be deemed fully satisfied, as applicable. (A) Whether or not the Executive becomes entitled to the Severance Payments, if 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 (B) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such time annual bonuses Excise Tax, (i) all of the Total Payments shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, unless in the opinion of tax counsel (the "Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm (the "Auditor") which was, immediately prior to the Change in Control, the Company's independent auditor, such other 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, (ii) 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 Tax Counsel, such excess parachute payments (in whole or part) represent 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, or are generally otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of section 280G(d)(3) and (4) of the Code. Prior to the payment (C) In the event that (i) amounts are paid to other senior executives the Executive pursuant to subsection (A) of this Section 6.2, and (ii) 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 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 by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company Groupshall make an additional Gross-Up Payment to the Executive in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess and such portion) at the time that the amount of such excess is finally determined. 6.3 The payments provided for in subsections (A), (B) and, if applicable, (C) of Section 6.1 hereof and Section 6.2 hereof shall be made not later than the fifth day following the Date of Termination; provided, however, that if the amounts of such payments, or, if applicable, the Excise Tax, 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 Executive or, in the case of Gross-Up Payments under Section 6.2 hereof, in accordance with Section 6.2 hereof, 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 6.4 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing in good faith any issue relating to the termination of the Executive's employment following a Change in Control (including a termination of employment following a Potential Change in Control if the Executive alleges in good faith that such termination will be deemed to have occurred following a Change in Control pursuant to the second sentence of Section 6.1 hereof) 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 as such fees and expenses are incurred by the Executive, but in no event later than March 15th following the end five (5) business days after delivery of the fiscal year to which Executive's written requests for payment accompanied with such annual bonus relates (“Earned Bonus”); (c) Subject to achievement evidence of the applicable performance conditions for the fiscal year of fees and expenses incurred as the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datereasonably may require.

Severance Payments. If a. Upon termination of the Executive’s employment with for Just Cause, the Company Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive’s employment: (i) for death; or (ii) by the voluntary termination of employment by the Executive pursuant to Section 1l(d) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Variable Compensation earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section ll(d) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination. Notwithstanding the foregoing, the Executive shall not be entitled to any Variable Compensation earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 1l(d) hereof. b. If the Executive’s employment is terminated during by the Change in Control Termination Period Corporation for any other reason other than by reason of a Nonqualifying Termination, then the Company reasons set forth in Section 1l(a) the Executive shall pay or provide Executive with be entitled to an amount equal to the following payments or benefitstotal of: (ai) The Accrued ObligationsAll outstanding base salary earned before the Date of Termination, less any amounts that the Executive received in connection with benefits paid or payable as a result of Disability if applicable; (bii) Any Variable Compensation which has been earned but unpaid by the Executive before the Date of Termination calculated on a pro rata basis based on the number of months in the current bonus period up to and including the Date of Termination ((pro rata Variable Compensation = annual Variable Compensation target / 12) x the number of months in the then-current bonus with respect period up to any completed fiscal year that has ended prior to and including the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives Date of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”Termination); (ciii) Subject to achievement of Additional payments based on the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by length of service with the Compensation Committee of negative discretion)Company, payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect calculated as Executive’s monthly base salary for the number of days months set forth in the chart on Exhibit 1, less any amounts received by and/or payable to Executive was employed during such fiscal year, which amount shall be in connection with benefits paid at such time annual bonuses are generally paid to other senior executives or payable as a result of the Company GroupDisability if applicable (for purposes of this section ll.b.(iii), but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredExecutive’s service start date is 11/1/1998); (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eiv) An amount equal to two hundred percent (200%) 1/12 of the sum Variable Compensation payments earned by Executive during the bonus year preceding the current bonus year times the number of months referred to in the chart on Exhibit 1, based on Executive’s length of service with the Company. (iv) All outstanding and accrued vacation pay; (vi) All properly incurred and reasonable business expenses owing to Executive as of the Date of Termination; and (vii) Executive’s then-current base salary benefits provided for in Section 5(b) shall continue only through the Date of Termination. If Executive elects to continue his health and (iidental insurance coverage pursuant to COBRA, reimbursement for the COBRA premiums for Executive and his dependents for the number of months corresponding to the months of Executive’s severance payments as set forth in the chart on Exhibit 1. If, at the Date of Termination, there were any memberships in any clubs, social or athletic organizations paid for by the Corporation pursuant to Schedule B hereof at the Date of Termination, the Corporation will not take any action to terminate such memberships but will not renew any such membership that expires or reimburse the Executive for any further payments thereunder. Any amounts due under Sections 12(c)(iii), 12(c)(iv) and 12(c)(vii) hereunder shall be paid by the average annual cash bonus paid Company to Executive over on a monthly basis commencing 30 days following the most recently completed three (3) fiscal years (or if Date of Termination and in all events, the Company will make all payments to the Executive was under this Agreement not eligible to receive an annual cash bonus with respect to any later than 2 1/2 months after the end of the three (3) fiscal years immediately preceding later of the fiscal year or calendar year in which the payments are no longer subject to a substantial risk of forfeiture. All salary, Variable Compensation, vacation and severance payments and COBRA reimbursements will be subject to applicable state and federal taxes and FICA withholding. c. Except as expressly stipulated in Sections 11(d) or 14 hereof or in this Section 12(c), any options which have not vested as of the Date of Termination Date occurs(being in the case where the Corporation gives notice, the average date specified by the Corporation as the date on which the Executive’s employment will terminate) shall terminate and be of no further force and effect as of the Date of Termination and neither any period of notice nor any payment in lieu thereof upon termination of employment hereunder shall be determined for that considered as extending the period of fiscal years, if any, employment for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty purposes of vesting of options notwithstanding anything to the Company, subject to Executive’s election of COBRA continuation coverage under contrary in any other agreement between the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost Corporation and the premium cost to Executive as if Executive were an employee of the Company (excludingExecutive. Notwithstanding anything contained in this Section 12, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event of termination by the Corporation other than for Just Cause, the Executive shall have the right to exercise any options which are vested as at the Date of Termination for the 90 Day Period as defined in Section 11(d). Any unvested options which would have otherwise vested during such 90 Day Period shall continue to vest during that period and to the extent any unvested options have vested during such 90 Day Period, the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was shall also be entitled to receive immediately prior exercise those options within a rolling 90 day period after the date of vesting of such options, which period will not exceed 180 days following the Date of Termination. In addition, notwithstanding anything contained in this Section 12 or elsewhere in this Agreement, in the event of termination due to death of the Executive, the estate of the Executive shall be entitled, at any time during the period which is 12 months following the date of death of the Executive (the “12 Month Period”), to exercise any options which have vested as at the date of death of the Executive. In addition, any unvested options which would have otherwise vested during such 12 Month Period shall continue to vest during that period and to the Termination Dateextent of any unvested options have vested during such period, the Executive’s estate shall be entitled to exercise those options within a period which starts on the day of vesting and ends 12 months from the date of death of the Executive. For purposes of greater certainty, if the Executive is terminated for Just Cause, Death or if the Executive’s employment hereunder is terminated by the Executive pursuant to Section 11(d) then no payment whatsoever shall be made to the Executive under Sections 12(b).

Severance Payments. If Executive’s (a) In the event that (i) Employee's employment with is terminated by the Company while this Agreement is in effect without Good Cause, (ii) the Employment Period is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Terminationincapacity or disability in accordance with Section 4, then or (iii) the Employment Period is terminated by reason of death in accordance with Section 5: (1) The Company shall pay to Employee or provide Executive with the following payments or benefits: his estate, no later than thirty (a30) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect calendar days after such Termination Date, an amount equal to any completed fiscal year that has ended prior to unpaid current Annual Base Salary accrued through the Termination Date, which amount his bonus, calculated at one hundred percent (100%) of his Annual Base Salary prorated for the current fiscal year through the Termination Date, plus one (1) times the sum of his then current Annual Base Salary and bonus, calculated at one hundred percent (100%) of his Annual Base Salary. The Company shall be paid at continue to keep in full force and effect all plans or policies of medical, accident and life insurance benefits with respect to Employee and his dependents with the same level of coverage available to employees under the terms of those employee benefit plans for a period of twelve (12) months, upon the same terms, costs and otherwise to the same extent as such time annual bonuses plans are generally paid to other senior executives in effect for employees of the Company Group, but in no event later than March 15th following the end who were similarly situated to Employee as of the fiscal year to which such annual bonus relates (“Earned Bonus”);Termination Date. (c2) Subject All restricted shares previously awarded to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, Employee but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding not yet vested shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously Date. (3) To the extent stock options granted to Executive Employee have not become fully vested and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period exercisable as of the Termination Date, and, in other respects, such awards options shall become fully vested and all vested stock options shall be governed exercisable for two (2) years commencing on the Termination Date. (b) In the event that Employee's employment is terminated by the plans, programs, agreements, Company with Good Cause or other documents, as applicable, pursuant to which such awards were granted;if Employee voluntarily terminates his employment: (e1) An The Company shall pay to Employee, no later than thirty (30) calendar days after the Termination Date, an amount equal to two hundred percent his then current Annual Base Salary accrued but unpaid through the Termination Date; and Employee shall have a period of ninety (200%90) days after such Termination Date in which to exercise any exercisable vested stock options, subject to the provisions of any applicable stock option agreement. (2) Any restricted shares or stock options previously granted but still subject to restriction or unvested at the Termination Date shall be forfeited. (c) Good Cause shall mean the Company's Board has determined in good faith, without being bound by the Company's progressive discipline policy for employees, (1) that Employee has engaged in acts or omissions against the Company or any of its subsidiaries constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or misfeasance; or, (2) that Employee has been arrested or indicted in a possible criminal violation involving fraud or dishonesty; or, (3) that Employee has intentionally and in bad faith acted in a manner which results in a material detriment to the assets, business or prospects of the sum Company or any of its subsidiaries; or (4) that after due consideration and with notice to the Employee, Employee has performed poorly. (d) In the event that Employee's employment is terminated (i) Executive’s then-current base salary and by the Company for Good Cause as defined in Section 8(c)(4) above, (ii) because either the average annual cash bonus paid Company or Employee terminates the Employment Period pursuant to Executive over Section 2 of this Employment Agreement, or (iii) because Employee voluntarily leaves the most recently completed three employ of the Company during the Employment Period, then the Company shall pay to Employee, no later than thirty (330) fiscal years (or if Executive was not eligible to receive calendar days after such Termination Date, an annual cash bonus with respect amount equal to any unpaid current Annual Base Salary accrued through the Termination Date, plus one (1) times his then current Annual Base Salary. Any bonus finally determined to be payable, at the end of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occursis included, the average shall be determined prorated for that the period up to and including the Termination Date and shall be promptly paid to Employee at the same time any other similar bonuses are paid to any other employee of the Company for such fiscal year. The Company shall continue to keep in full force and effect all plans or policies of medical, accident and life insurance benefits with respect to Employee and his dependents with the same level of coverage available to employees under the terms of those employee benefit plans for a period of fiscal yearstwelve (12) months, if anyupon the same terms, costs and otherwise to the same extent as such plans are in effect for which Executive was eligible employees of the Company who were similarly situated to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following Employee as of the Termination Date; and. (fe) To Following the extent permitted by applicable law Employment Period, Employee shall be eligible for continuation of health and without penalty dental insurance coverage pursuant to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on Consolidated Omnibus Budget Reconciliation Act (COBRA) for eighteen (18) months. For the first regularly scheduled payroll date of each month for the eighteen twelve (18)-month period commencing after the Termination Date12) months, the Company Employee's cost will pay Executive be an amount equal to the difference between Executive’s monthly normal employee contribution. Thereafter, the cost will be an amount equal to the COBRA premium cost and of such coverage. During the premium cost to Executive as if Executive were an employee first eighteen (18) months, Employee may elect any of the Company coverages available to Humana employees. Thereafter, Humana agrees that Employee may elect coverage under any of the insured products offered by Humana's health insurance or HMO subsidiaries for Employee, his spouse as of the date hereof (excluding"Spouse"), and any eligible dependent until the later of Employee's age sixty-five (65) or eligibility for purposes Medicare coverage (hereinafter "Extended Coverage"). At the earlier of calculating costEmployee attaining Medicare eligibility or death, an employee’s ability to pay premiums with Employee's Spouse and any now current eligible dependent of Employee and Spouse will be eligible for Extended Coverage until the later of Spouse's age sixty-five (65) or Medicare coverage eligibility. If at any time during which the Extended Coverage is in effect Employee or his Spouse obtains Medicare or becomes eligible for other employee group health insurance coverage which does not exclude a pre-tax dollars); providedexisting condition of Employee, that any payments described herein shall Spouse or dependent, Humana's obligation will cease as to the one who has obtained Medicare or in the event case of other employee group health coverage, as to that Executive becomes person and their eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior dependents. Employee's premium for the Extended Coverage and Spouse's premium, if she retains Extended Coverage, will be an amount equal to the Termination DateCOBRA cost of such coverage. If Humana hereafter adopts a retiree health insurance program and Humana still has obligations under this provision, Employee will be offered the option of participating in that program in lieu of the Extended Coverage described herein. The health and dental insurance benefits hereunder shall be administered in conjunction with any other similar benefits which the Employee has from the Company but in no case shall be duplicative.

Severance Payments. If (a) Upon any termination of the Executive’s employment with by the Company is terminated during without Cause or by the Change in Control Termination Period other than by reason of a Nonqualifying TerminationExecutive for Good Reason, then the Company shall pay or provide as severance to the Executive with an amount (the following payments or benefits: “Cash Severance Amount”) equal to the sum of eighteen (a18) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended months of the Executive’s Base Salary in effect immediately prior to the Date of Termination. The Company shall pay the Cash Severance Amount over the twelve (12)-month period immediately following the Date of Termination Date(the “Severance Period”), which amount shall be paid at such time annual bonuses are generally paid to other senior executives in equal installments as nearly as practicable, on the normal payroll dates for employees of the Company Group, generally but in no event later less frequently than March 15th monthly. Any amounts payable pursuant to this Section 6(a) shall not be paid until the first scheduled payment date following the end of date the fiscal year release contemplated in Section 6(d) is executed and no longer subject to revocation, with the first such payment being in an amount equal to the total amount to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that Executive would otherwise have been earned in respect entitled during the period following the Date of Termination if such deferral had not been required; provided, however, that any such amounts that constitute nonqualified deferred compensation within the fiscal year in which such termination occurred, pro-rated to reflect the number meaning of days Executive was employed during such fiscal year, which amount Code Section 409A shall not be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on until the sixtieth (60th) day following the Termination Date; and (f) To such termination to the extent permitted by applicable law and without penalty necessary to the Companyavoid adverse tax consequences under Code Section 409A, subject and, if such payments are required to Executive’s election of COBRA continuation coverage under the Company’s group health planbe so deferred, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive payment shall be in an amount equal to the difference between Executive’s monthly COBRA premium cost and total amount to which the premium cost to Executive as would otherwise have been entitled during the period following the Date of Termination if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)such deferral had not been required; provided, further, that, if the Executive is a “specified employee” within the meaning of Code Section 409A, any amounts payable to the Executive under this Section 6(a) during the first six (6) months and one (1) day following the Date of Termination that constitute nonqualified deferred compensation within the meaning of Code Section 409A shall not be paid until the date that is six (6) months and one (1) day following such termination to the extent necessary to avoid adverse tax consequences under Code Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which the Executive would otherwise have been entitled to during the period following the Date of Termination if such deferral had not been required. (b) In the event of any termination of the Executive’s employment (i) by the Company for Cause, or (ii) due to the Executive’s death or Disability, the Executive shall not be entitled to any severance or other payments or benefits as of the Date of Termination (except as required by applicable law) and all rights to receive a salary, benefits or other compensation shall termination as of the Date of Termination except as set forth in Section 7. (c) If the Executive breaches any provision of Sections 8 through 11 hereof, the Company shall no longer be obligated to make any payments described herein or reimbursements or provide any benefits pursuant to this Section 6. (d) The Company’s obligations under this Section 6 shall cease be contingent upon (i) the delivery by the Executive of a complete release in favor of the Company, its subsidiaries, affiliates, and respective officers, directors, employees, principals, managers, partners, members, attorneys and representatives, in substantially the form attached hereto as Annex A, within twenty-one (21) days after the Date of Termination and (ii) the Executive not revoking such release. (e) In the event that the Company fails to pay any of the amounts set forth in Section 6(a) within five (5) business days after the date when due, the overdue amounts shall accrue interest at a rate equal to five (5%) per year until such overdue amounts and interest are paid. If the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately dies during the postponement period prior to the Termination Datepayment in full of amounts set forth in Section 6(a), the unpaid amounts shall be paid to the personal representative of the Executive’s estate when due. (f) The payments provided in Section 6(a) shall be in addition to the payments and benefits set forth in Section 7 hereof.

Severance Payments. (a) If the Executive signs this Agreement and signs and does not revoke the attached Release and remains employed through the end of the Transition Period, the Company will pay the Executive a program of severance benefits consisting of: (i) severance pay at the Executive’s employment Base Salary (exclusive of any bonuses, commissions, overtime pay, or other extra forms of compensation) for 52 weeks following the Retirement Date (the "Severance Pay Period"); (ii) a one-time, lump sum payment of six hundred thousand dollars ($600,000 USD) to be paid within thirty days of the Retirement Date; (iii) continuance of the Executive’s current level of basic, supplemental and dependent life insurance with the Company and the Executive sharing the cost for this coverage on the same basis as the cost is terminated shared between the Company and similarly situated active employees during the Change Severance Pay Period; (iv) continuance of the Executive’s participation in Control Termination Period other than by reason of a Nonqualifying TerminationHasbro’s medical, then dental and vision plans during the Severance Pay Period, with the Company shall pay or provide and the Executive sharing the cost for this coverage on the same basis as the cost is shared between the Company and similarly situated active employees during the same period, and with the following payments Executive’s right to continued coverage (or benefits:conversion to an individual policy) at the Executive’s own expense where available beginning when the extended coverage under this item (iv) ends; (av) The Accrued Obligations;if the Executive is currently receiving an automobile allowance or have a company leased vehicle, this benefit will continue during the Severance Pay Period, or until the Executive begins new employment, whichever comes first. (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid All severance payments will cease at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”);Severance Pay Period and the severance benefits described herein are the maximum benefits that the Company will pay. (c) Subject If the Executive begins new employment during the Severance Pay Period, the Executive’s continuance of basic, supplemental and dependent life insurance coverage, vision coverage, and of medical and dental coverage partially at Company expense shall end when Executive becomes eligible for comparable coverage with under a new employer’s group plans, and further provided that the Executive shall be obligated to achievement repay to the Company any premiums paid by the Company for basic life insurance coverage, and the Company’s share of the applicable performance conditions cost for medical and dental coverage paid after the fiscal year Executive begins the new employment but before the Executive notified the Company of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurrednew employment; (d) Any service-based vesting or service requirements with respect The Executive shall not be required to mitigate Executive’s damages by seeking comparable employment, and no amount of any equity grant and other long-term incentive award previously granted severance payment owed by Company pursuant to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date this Agreement shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed reduced or subject to offset by the plans, programs, agreements, amount of any compensation that Executive or his affiliates earn from other documents, as applicable, pursuant to which such awards were grantedemployment or self-employment activities.; (e) An amount equal to two hundred percent (200%) In the event of the sum Executive’s death during the Severance Pay Period, the severance pay shall cease at death. (f) Except as provided above, the Executive’s coverage and participation in the compensation and benefit plans and programs for the Company generally shall end on the Retirement Date. As of the Retirement Date, the Executive: (i) Executive’s thenshall not be eligible for continued short term or long-current base salary and term disability coverage; (ii) the average annual cash bonus paid shall not continue to Executive over the most recently completed three accrue seniority for any purpose, including, but not limited to, pension purposes; (3iii) fiscal years (or if Executive was shall not be eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible contribute or to receive an annual cash bonus), which amount Company contributions to a Company 401(k) plan; (iv) shall not be paid in eligible for any bonus plan or equity grants; (v) shall not have use of a lump-sum on the sixtieth (60th) day following the Termination DateCompany car; and (fvi) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datenot accrue vacation time.

Severance Payments. If Executive’s employment with In the Company is terminated during the Change in Control Termination Period other than by reason event of a Nonqualifying TerminationTermination described in paragraph 2, then the Company Executive shall pay or provide Executive with be entitled to the following payments or benefitsfollowing: (a) The Accrued Obligations;An amount equal to two times the Executive's annual base salary rate in effect immediately prior to the date of Termination, payable as a lump sum in cash no later than ten business days after the date of Termination. (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to the Termination DateAn amount, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but payable as a lump sum in cash no event later than March 15th following ten business days after the end date of Termination, equal to two times the fiscal year to which such annual greater of (A) the Executive's maximum target bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions payable for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Date of Termination Date occurred; occurs or (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (iiB) the average annual cash of the Executive's bonus plus any profit sharing payments received during the previous two fiscal years of the Executive's employment, except that, for purposes of this clause 3(b), any amounts paid to the Executive over the most recently completed three (3pursuant to Section 3(c) fiscal years (or if Executive was of this Agreement shall not eligible to receive an annual cash bonus with respect to any be considered one of the three two most recent payments. If the Executive has been employed by the Company for less than two fiscal years, the amount to be used for purposes of this clause 3(b) shall be the amount of the individual bonus plus profit sharing payment received by the Executive for the first full fiscal year of employment with the Company. (3c) fiscal years immediately preceding Payment of the bonus for the fiscal year in which the Termination Date occurs, based on the average Executive's target bonus payable for such fiscal year, payable as a lump sum in cash no later than ten business days after the date of Termination; provided however, that it shall be determined subject to a pro-rata reduction for that the portion of the fiscal year following the date of Termination. (d) The Company shall reimburse the Executive, upon presentation of appropriate invoices, to a maximum of U.S. $ 10,000 plus taxes, for legal, financial, outplacement/relocation counseling , or other professional advice obtained by the Executive in connection with the cessation of the Executive's employment. (e) The Company shall continue, to the extent it may do so legally and in compliance with its benefit plans in existence from time-to-time, all Benefits for a period of fiscal yearstwenty-four months at a level equivalent to those previously provided to the Executive immediately prior to the date of Termination or prior to the date of the Change in Control, whichever is greater; provided that, if anythe Company cannot continue any particular Benefit, then the Company shall reimburse the Executive for which all reasonable expenses incurred by the Executive was eligible to receive replace such Benefit for an annual cash bonus), which amount equivalent duration. At the Executive's option and direction the Company shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty pay to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee annual present value of the Company (excludingcontinuation of his Benefits. Upon Executing this Agreement the Executive shall be provided with a statement of the Benefits which he currently receives. Notwithstanding the foregoing provisions of this Agreement, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease no payment will be made or benefit provided under this paragraph 3 unless the Executive has signed a general release in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior a form satisfactory to the Termination DateCompany of all claims in favor of the Company, including affiliates, subsidiaries, parents, and their respective officers, directors, and employees.

Severance Payments. If Executive’s employment 20.5.1 Notwithstanding anything in this Agreement or Board policy to the contrary, in accordance with the Company is terminated during the Change in Control Termination Period other than by reason terms of this Agreement and any related provisions of a Nonqualifying Termination, then plan document adopted by the Company shall pay or provide Executive Board to comply with the following payments or benefits: requirements of Section 403(b) of the Internal Revenue Code (a) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year the “IRC”), certain retiring employees shall have the total amount that has ended prior otherwise would be payable to the Termination Date, which amount Participant as severance pay under Article 20.1 (collectively referred to herein as “Severance Pay”) shall be paid at such time annual bonuses into an annuity contract or custodial account that is designed to meet the tax-qualification requirements of IRC Section 403(b) (a “TSA”). For purposes of this Agreement, this arrangement is referred to as the “403(b) Plan”. The provisions of this Agreement are generally paid to other senior executives effective for all eligible employees whose retirement effective dates are after the effective date of this Agreement. 20.5.1.1 The terms of the Company Group, but 403(b) Plan shall include the following: a. Participation in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c403(b) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount Plan shall be paid at such time annual bonuses are generally paid mandatory for any employee actively employed on or after July 1, 2006, a) who would be entitled to other senior executives of Severance Pay, b) who is or will be age 55 or older in the Company Group, but in no event later than March 15th following the last day of the fiscal calendar year in which the Termination Date occurred;employee retires, and c) who is entitled to receive at least One Thousand Dollars ($1,000.00) of Severance Pay. (db. If a retiring employee is a participant in the 403(b) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date Plan, an employer contribution shall be earned at a pro-rata amount based made on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage his/her behalf under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive 403(b) Plan in an amount equal to the difference between Executivetotal amount that otherwise would be payable to the Participant as Severance Pay. The required contribution to the 403(b) Plan shall be made within thirty (30) days of the employee’s monthly COBRA premium cost retirement, however, that if the amount payable to the 403(b) Plan in the calendar year of retirement would exceed the maximum amount that is permitted under the applicable federal income tax law for that year, the remaining amount that is permitted under the applicable federal income tax law for that year shall be contributed to the 403(b) Plan on the first payroll date in January of the next calendar year. If there are any remaining amounts, those amounts shall be contributed to the 403(b) Plan, on the first payroll in January of the following four (4) calendar years, in each such year up to but not to exceed the maximum permitted under the applicable federal income tax law for each year. c. The TSA that shall be used for the 403(b) Plan shall be the group annuity contract of AIG VALIC. 403(b) Plan participants shall be required to complete AIG VALIC enrollment forms; and unless and until a member does so, no contribution of Severance Pay shall be made to the premium cost to Executive as if Executive were 403(b) Plan on behalf of the member. d. If an employee retires, who is entitled to have a contribution paid to the 403(b) Plan, and dies prior to such contribution being paid to the 403(b) Plan, the contribution shall be paid to the beneficiary designated by the employee under the 403(b) Plan. In the event no beneficiary was designated by the employee, the Severance Pay will be paid to the deceased employee’s estate. e. The Plan year of the Company (excluding403(b) Plan shall be the calendar year starting with January, for purposes of calculating cost, 2006. f. Any and all administrative fees and expenses related to an employee’s ability participation in the 403(b) Plan will be the sole responsibility of the retiring employee. The CCEA agrees to pay premiums indemnify and hold harmless the Board, together with pre-tax dollars); providedits administrators, staff and employees from any and all claims, causes of action, litigation and/or grievances arising from the implementation and operation of the 403(b) Plan, except for matters directly related to the Board’s failure to perform the duties and obligations which are expressly required of the Board under the provisions of Section 20.5 of this Agreement. 20.5.1.2 If an employee is entitled to Severance Pay and is not an eligible participant in the 403(b) Plan, that employee will continue to be eligible for any and all severance payments described herein payable in accordance with Article 20.1 payable by check within thirty (30) days of the employee’s official retirement date. The employee may elect to defer such payments to a tax-sheltered annuity that is tax qualified under Internal Revenue Code Section 403(b) (a “TSA”) as permitted by law. 20.5.1.3 All contributions to the 403(b) Plan, all deferrals to a TSA, and all check payments to employees, shall cease be subject to reduction for any tax withholding or other withholding that the Treasurer, in his/her sole discretion, determines is required by law. Neither the Board nor the CCEA guarantee any tax consequences or financial results to the retiring employee associated with the 403(b) Plan, deferrals to a TSA, or check payments made to an employee. 20.5.2 In the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior the employee is ineligible for the 403(b) Severance Pay and dies, the severance will go to the Termination Dateemployee’s estate.

Severance Payments. If a. Upon termination of the Executive’s employment with for Just Cause, the Company Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive’s employment: (i) for death; or (ii) by the voluntary termination of employment by the Executive pursuant to Section 12(d) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Performance Bonus earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section 12(d) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination. Notwithstanding the foregoing, the Executive shall not be entitled to any Performance Bonus earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 12(d) hereof. b. If the Executive’s employment is terminated during by the Change in Control Termination Period Corporation for any other reason other than by reason of a Nonqualifying Termination, then the Company reasons set forth in Section 12(a) the Executive shall pay or provide Executive with be entitled to an amount equal to the following payments or benefitstotal of: (ai) The Accrued ObligationsAll outstanding base salary earned before the Date of Termination, less any amounts that the Executive received in connection with benefits paid or payable as a result of Disability if applicable; (bii) Any Performance Bonus which has been earned but unpaid by the Executive before the Date of Termination calculated on a pro rata basis based on the number of months in the current bonus period up to and including the Date of Termination ((pro rata Performance Bonus = annual Performance Bonus target / 12) x the number of months in the then-current bonus with respect period up to any completed fiscal year that has ended prior to and including the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives Date of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”Termination); (ciii) Subject to achievement of Additional payments based on the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by length of service with the Compensation Committee of negative discretion)Company, payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect calculated as Executive’s monthly base salary for the number of days months set forth in the chart on Exhibit 1, less any amounts received by and/or payable to Executive was employed during such fiscal year, which amount shall be in connection with benefits paid at such time annual bonuses are generally paid to other senior executives or payable as a result of the Company GroupDisability if applicable (for purposes of this section 12.b.(iii), but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredExecutive’s service start date is July 17, 2006); (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eiv) An amount equal to two hundred percent (200%) 1/12 of the sum Performance Bonus payments earned by Executive during the bonus year preceding the current bonus year times the number of (i) months referred to in the chart on Exhibit 1, based on Executive’s then-current base salary length of service with the Company. (v) All outstanding and accrued vacation pay; (iivi) the average annual cash bonus paid All properly incurred and reasonable business expenses owing to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any as of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DateTermination; and (fvii) To Executive’s benefits provided for in Section 6(b) shall continue only through the extent permitted by applicable law Date of Termination. If Executive elects to continue his health and without penalty dental insurance coverage pursuant to COBRA, reimbursement for the COBRA premiums for Executive and his dependents for the number of months corresponding to the Companymonths of Executive’s severance payments as set forth in the chart on Exhibit 1. Any amounts due under Sections 3(c)(iii), 3(c)(iv) and 3(c)(vii) hereunder shall be paid by the Company to Executive on a monthly basis commencing 30 days following the Date of Termination and not in a lump sum. All salary, Performance Bonus, vacation and severance payments and COBRA reimbursements will be subject to applicable state and federal taxes and FICA withholding. c. Except as expressly stipulated in Sections 12(d) or 15 hereof or in this Section 13(c), any options which have not vested as of the Date of Termination (being in the case where the Corporation gives notice, the date specified by the Corporation as the date on which the Executive’s election employment will terminate) shall terminate and be of COBRA continuation coverage under no further force and effect as of the Company’s group health plan, on Date of Termination and neither any period of notice nor any payment in lieu thereof upon termination of employment hereunder shall be considered as extending the first regularly scheduled payroll date period of each month employment for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal purposes of vesting of options notwithstanding anything to the difference contrary in any other agreement between Executive’s monthly COBRA premium cost the Corporation and the premium cost to Executive as if Executive were an employee of the Company (excludingExecutive. Notwithstanding anything contained in this Section 13, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event of termination by the Corporation other than for Just Cause, the Executive shall have the right to exercise any options which are vested as at the Date of Termination for the 90 Day Period as defined in Section 12(d). Any unvested options which would have otherwise vested during such 90 Day Period shall continue to vest during that period and to the extent any unvested options have vested during such 90 Day Period, the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was shall also be entitled to receive immediately prior exercise those options within a rolling 90 day period after the date of vesting of such options, which period will not exceed 180 days following the Date of Termination. In addition, notwithstanding anything contained in this Section 13 or elsewhere in this Agreement, in the event of termination due to death of the Executive, the estate of the Executive shall be entitled, at any time during the period which is 12 months following the date of death of the Executive (the “12 Month Period”), to exercise any options which have vested as at the date of death of the Executive. In addition, any unvested options which would have otherwise vested during such 12 Month Period shall continue to vest during that period and to the Termination Dateextent of any unvested options have vested during such period, the Executive’s estate shall be entitled to exercise those options within a period which starts on the day of vesting and ends 12 months from the date of death of the Executive. For purposes of greater certainty, if the Executive is terminated for Just Cause, Death or if the Executive’s employment hereunder is terminated by the Executive pursuant to Section 12(d) then no payment whatsoever shall be made to the Executive under Sections 13(b).

Severance Payments. If Subject to Executive’s employment execution and compliance with this Agreement and Release, and execution and non-revocation of the Company is terminated during the Change release set forth in Control Termination Period other than by reason of a Nonqualifying TerminationExhibit A (as set forth herein), then the Company MDC shall pay or provide to Executive with the following payments or benefits:amounts (collectively, the “Severance Payments”): a. an amount equal to (ai) The Accrued Obligations; (b) Any earned Executive’s accrued but unpaid annual bonus with respect to any completed fiscal year that has ended prior to base salary through the Termination Date, to be paid in the same manner as Executive’s base salary and benefit were previously paid in the ordinary course; and (ii) solely to the extent the Termination Date is prior to July 31, 2019, an amount equal to the base salary Executive would have earned had his employment continued through July 31, 2019; b. in accordance with that certain retention bonus letter agreement between MDC and the Executive dated December 21, 2018, an aggregate amount equal to $650,000, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event by MDC not later than 5 business days after the Termination Date; c. in accordance with that certain Employment Agreement between MDC and the Executive dated July 6, 2007 (as amended on March 15th following 5, 2011, the end of the fiscal year to which such annual bonus relates (“Earned BonusEmployment Agreement”); (c) Subject , an aggregate amount equal to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year$1,550,000, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event by MDC not later than March 15th following 10 business days after the last day Termination Date; d. not later than 10 days after the Termination Date, MDC will pay Executive an additional amount in respect of accrued and unused vacation days in 2019 under MDC’s current policy; e. MDC shall provide Executive with continued participation on the fiscal year same basis in the health benefit plans in which the Termination Date occurred; Executive is currently participating (dthe “Continued Plans”) Any servicefor a period to end on the earlier of (i) the one-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as year anniversary of the Termination Date and any performance-based equity grant (ii) the date on which the Executive is eligible to receive coverage and other long-term incentive award previously granted benefits under the same type of plan of a subsequent employer; and f. MDC will reimburse Executive for all outstanding business expenses incurred in the course of his employment prior to Executive and then outstanding that has not been earned as of the Termination Date Date. The Severance Payments shall be earned at a pro-rata amount based on subject to required federal, state and local tax withholdings by the actual performance for MDC. In connection with Executive’s execution and delivery of this Agreement and Release, MDC hereby agrees that the performance period repayment obligations under that certain Incentive/Retention Agreement signed by Executive dated February 23, 2018, shall be deemed terminated and of no further force and effect as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Date.

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company 9.1 CNG shall pay or provide the Executive with the following payments or benefits: described in this Section 9.1 (athe "Severance Payments") The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended upon the termination of the Executive's employment prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year Term, in addition to which the payments and benefits described in Sections 7 and 8 hereof, unless such annual bonus relates termination is (“Earned Bonus”);i) by CNG for Cause, (ii) by reason of death, Disability or Retirement, or (iii) by the Executive without Good Reason. (cA) Subject In lieu of any further salary payments to achievement the Executive for periods subsequent to the Date of Termination, and in lieu of any severance benefit otherwise payable to the Executive, CNG shall pay to the Executive a lump sum severance payment, in cash, equal to three (3) times the sum of: (i) the Executive's annual Base Salary in effect immediately prior to the occurrence of the applicable performance conditions for event or circumstance upon which the fiscal year Notice of Termination is based; and (ii) the average of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise three most recent incentive compensation awards earned by the Compensation Committee of negative discretionExecutive under the Company's Annual Executive Incentive Plan (the "AEIP"), payment or any successor annual executive incentive compensation plan, before the Date of Termination. (B) Notwithstanding any provision of the AEIP, or any successor annual bonus that would otherwise have been earned in respect of executive incentive compensation plan, CNG shall pay to the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, andlump sum amount, in other respectscash, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary any incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year preceding the Date of Termination under the AEIP, or any successor annual executive incentive compensation plan, but has not yet been either (x) paid (pursuant to Section 7 hereof or otherwise) or (y) deferred pursuant to CNG's Deferred Compensation Plan for Salaried Employees, and (ii) a pro-rata portion to the average Date of Termination of the aggregate value of any contingent incentive compensation award to the Executive for any uncompleted fiscal year under the AEIP or any successor annual cash bonus paid to Executive over executive incentive compensation plan, calculated by assuming that the most recently completed three Maximum Earnings Level (3as defined in the AEIP) fiscal years had been achieved and that the Executive's Level of Achievement (as defined in the AEIP) were one hundred percent (or if Executive was not eligible to receive an annual cash bonus in the case of any such successor plan, that maximum performance with respect to all applicable performance goals had been achieved), with such pro-rata amount being reduced (but not below zero) by any amounts paid to the Executive with respect to such uncompleted fiscal year pursuant to Article XI(A)(iii) of the AEIP, or any comparable provision of any such successor plan, as a result of a Change-in-Control that occurs during such uncompleted fiscal year. (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, CNG 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 consecutive years of earnings within the last five years of employment" for purposes of that plan to be equal to the Executive's Base Salary as determined pursuant to Section 9.1(A)(i) hereof plus the average of the highest three consecutive incentive compensation awards earned by the Executive within the last five years of employment under the AEIP, or any successor annual executive incentive compensation plan, and such benefits shall be determined without regard to any amendment to the Company's Supplemental Executive Retirement Plan (3or any successor plan) fiscal years 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 9.1(C) shall be paid to the Executive in a lump sum payment that is equal in amount to the present value (determined in accordance with the methodology used to calculate the "Actuarial Equivalent" pursuant to Section 6(C) of the Company's Supplemental Executive Retirement 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 CNG 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 that is or would be due to the Executive under the Company's Supplemental Executive Retirement Plan (or any successor plan) assuming that the Executive were entitled to receive payments thereunder. Notwithstanding the immediately preceding paragraph of this Section 9.1(C), the fiscal Executive may elect to have the benefits otherwise payable to the Executive pursuant to this Section 9.1(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 CNG in which he states that he has decided to make such election. The election shall not be effective unless the letter is received by CNG (i) at least 90 days prior to the Date of Termination and (ii) prior to the first day of the calendar year in which the Date of Termination occurs. The Executive shall have the right to revoke any such election by sending a letter to CNG 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 CNG (i) at least 90 days prior to the Date of Termination and (ii) prior to the first day of the calendar year in which the Date of Termination occurs. If the Executive revokes an election, he can make a new election (in the average shall be determined for that period of fiscal yearsmanner, if anyand subject to the timing requirements, for which Executive was eligible to receive an annual cash bonusset forth in this paragraph), which amount shall be paid and he can revoke any such new election (in a lump-sum on the sixtieth (60th) day following manner, and subject to the Termination Date; andtiming requirements, set forth in this paragraph). (fD) To For a thirty-six (36) month period after the extent permitted by applicable law Date of Termination, CNG shall arrange to provide the Executive with life, disability, accident and without penalty health insurance benefits substantially similar to those which the Executive is receiving immediately prior to the Company, subject Notice of Termination (without giving effect to Executive’s election any reduction in such benefits constituting a basis for a termination by the Executive of COBRA continuation coverage under his employment for Good Reason). Notwithstanding the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Dateprior sentence, the Company will pay may elect to make any payment due pursuant to such sentence in a lump sum. Benefits otherwise receivable by the Executive pursuant to this Section 9.1(D) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the thirty-six (36) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to CNG by the Executive). If the benefits provided to the Executive under this Section 9.1(D) shall result in a Gross-Up Payment pursuant to Section 9.2, and these Section 9.1(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 CNG an amount equal to any calculated reduction in the difference between Executive’s monthly COBRA premium cost Gross-Up Payment, but only if, and to the premium cost extent, the Executive receives a refund of any Excise Tax previously paid by the Executive pursuant to Executive as if Executive were an employee of Section 9.2 hereof. 9.2 (A) Anything in this Agreement to the Company (excludingcontrary notwithstanding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event it shall be determined that Executive becomes eligible any payment or distribution by CNG to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the Termination Dateterms 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 CNG shall pay to or on behalf of the Executive an additional payment ("Gross-Up Payment") in an amount such that after 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 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.

Severance Payments. (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 following: (i) an aggregate amount equal to 1.5 times the Executive’s 's "Highest Annual Compensation" (as defined in paragraph (c) of this Section 4) (hereinafter "Lump Sum Payment "), payable within thirty (30) days of the date on which the Executive's employment with the Company is terminated during 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 the ordinary course of business in accordance with the Employers ' policies , 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, as of the date of a Change in Control Control, at the levels in effect on, and at the same out-of-pocket costs to the Executive as of, the Date of Termination Period other than by reason or, if more favorable to the Executive, as of the date of a Nonqualifying Change in Control, for the eighteen-month period commencing on the Date of Termination, then the Company shall pay or provide Executive ; and (vi) any other compensation and benefits as may be provided in accordance with the following payments terms of any applicable plans, programs, policies, procedures or benefits: (a) The Accrued Obligations;practices of the Employers. (b) Any earned but unpaid annual bonus with respect to any completed fiscal If a Terminating Event occurs within one ( 1) year that has ended prior to the Termination Datedate on which a Change in Control occurs, then the Executive shall 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, unless such Terminating Event occurs as a result of a termination for Cause (as such term is defined in paragraph (k) of Section 8 below), in which amount case no increase or adjustments to the amounts paid or benefits provided to the Executive in 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. 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 at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled ordinary payroll payment date of each month for the eighteen (18)-month period commencing after Bank following the Termination Date, occurrence of such Change in Control the Company will pay cash amount necessary to ensure that the Executive an amount equal to shall have received the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee full amounts of the Company payments and benefits that the Executive would have received as of such date under paragraph (excluding, for purposes a) of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datethis Section 4.

Severance Payments. 5.1 If Executive’s employment with the Company is terminated Executive incurs a Qualifying Termination during the Change in Control Termination Period other than by reason of a Nonqualifying TerminationTerm, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, set forth in this Section 5.1 (“Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Sections 3 and/or 4, as applicable. (A) In lieu of any severance payments and benefits otherwise payable to the Executive under any plan or provide arrangement between the Company or an Affiliate thereof and the Executive, on or before the 14th day following the Executive’s Date of Termination, the Company shall pay to the Executive with the following payments or benefitsa lump sum severance payment, in cash, equal to: (I) the sum of (a) The Accrued Obligations; the Executive’s Base Salary that would, absent the Executive’s termination, otherwise be paid to the Executive from the Date of Termination through the remainder of the Term, and (b) Any earned but unpaid annual the Executive’s bonus with respect to any completed fiscal year amount that has ended prior would, absent the Executive’s termination, otherwise be paid to the Executive from the Date of Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives through the remainder of the Company Group, but in no event later than March 15th following Term; such bonus amount(s) will be calculated as the end greater of (1) the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by average short-term incentive bonuses awarded to the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned Executive in respect of the fiscal year in which such termination occurred, pro-rated three calendar years prior to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Date of Termination Date occurred; occurs or (d2) Any service-based vesting or service requirements with respect to any equity grant and other longthe Executive’s target short-term incentive award previously granted bonus under the Company’s or one of its Affiliate’s then-current annual incentive plan for the calendar year in which the Date of Termination occurs (for the avoidance of doubt, the Executive is entitled to a bonus in each year of the Term and shall receive such bonus(es), irrespective of the timing of the Change in Control and Date of Termination), plus (II) a lump-sum amount equal to any forfeited account balance or accrued benefit under any tax-qualified plans maintained by the Company or its Affiliates, with the amount of any forfeited defined benefit plan benefit determined using the actuarial factors then used under such plan for conversion of a benefit to a lump sum amount. (B) From the Date of Termination through the remainder of the Term, or, if earlier, until the Executive becomes eligible for healthcare under a subsequent employer’s health plan (in either case, such period, the “Medical Coverage Period”), the Company or one of its Affiliates shall provide the Executive, and then outstanding shall become vested and non-forfeitable the Executive’s covered dependents as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted of Termination, with Medical Coverage substantially similar to that provided to the Executive and then outstanding that has not been earned as such covered dependents immediately prior to the Date of Termination, at no greater cost to the Termination Date shall be earned at a pro-rata amount based on Executive than the actual performance for cost to the performance period as of Executive immediately prior to such date. Notwithstanding the Termination Dateforegoing, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, (i) if any plan pursuant to which such awards were granted; (e) An amount equal benefits are provided is not, or ceases prior to two hundred percent (200%) the expiration of the sum period of (i) Executive’s then-current base salary and continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the average annual cash bonus paid Company is otherwise unable to continue to cover the Executive over under its group health plans or cannot provide the most recently completed three benefit without violating applicable law (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any including without limitation, Section 2716 of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonusPublic Health Service Act), which amount shall be paid then, in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Companyeither case, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the each remaining Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein subsidy shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior thereafter be paid to the Termination DateExecutive in substantially equal monthly installments over the Medical Coverage Period (or the remaining portion thereof).

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company 9.1 EEMC shall pay or provide the Executive with the following payments or benefits: described in this Section 9.1 (athe "Severance Payments") The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended upon the termination of the Executive's employment prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year Term, in addition to which the payments and benefits described in Sections 7 and 8 hereof, unless such annual bonus relates termination is (“Earned Bonus”);i) by the Company for Cause, (ii) by reason of death, Disability or Retirement, or (iii) by the Executive without Good Reason. (cA) Subject In lieu of any further salary payments to achievement the Executive for periods subsequent to the Date of Termination, and in lieu of any severance benefit otherwise payable to the Executive, EEMC shall pay to the Executive a lump sum severance payment, in cash, equal to three (3) times the sum of: (i) the Executive's annual Base Salary in effect immediately prior to the occurrence of the applicable performance conditions for event or circumstance upon which the fiscal year Notice of Termination is based; and (ii) the average of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise highest three consecutive incentive compensation awards earned by the Compensation Committee Executive within the last five years of negative discretionemployment under the Company's Annual Executive Incentive Plan (the "AEIP"), payment or any successor annual executive incentive compensation plan, before the Date of Termination. (B) Notwithstanding any provision of the AEIP, or any successor annual bonus that would otherwise have been earned in respect of executive incentive compensation plan, EEMC shall pay to the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, andlump sum amount, in other respectscash, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary any incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year preceding the Date of Termination under the AEIP, or any successor annual executive incentive compensation plan, but has not yet been either (x) paid (pursuant to Section 7 hereof or otherwise) or (y) deferred pursuant to the Company's Deferred Compensation Plan for Salaried Employees, and (ii) a pro-rata portion to the average Date of Termination of the aggregate value of any contingent incentive compensation award to the Executive for any uncompleted fiscal year under the AEIP or any successor annual cash bonus paid to Executive over executive incentive compensation plan, calculated by assuming that the most recently completed three Maximum Earnings Level (3as defined in the AEIP) fiscal years had been achieved and that the Executive's Level of Achievement (as defined in the AEIP) were one hundred percent (or if Executive was not eligible to receive an annual cash bonus in the case of any such successor plan, that maximum performance with respect to all applicable performance goals had been achieved), with such pro-rata amount being reduced (but not below zero) by any amounts paid to the Executive with respect to such uncompleted fiscal year pursuant to Article XI(A)(iii) of the AEIP, or any comparable provision of any such successor plan, as a result of a Change-in-Control that occurs during such uncompleted fiscal year. (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, EEMC 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 consecutive years of earnings within the last five years of employment" for purposes of that plan to be equal to the Executive's Base Salary as determined pursuant to Section 9.1(A)(i) hereof plus the average of the highest three consecutive incentive compensation awards earned by the Executive within the last five years of employment under the AEIP, or any successor annual executive incentive compensation plan, and such benefits shall be determined without regard to any amendment to the Company's Supplemental Executive Retirement Plan (3or any successor plan) fiscal years 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 9.1(C) shall be paid to the Executive in a lump sum payment that is equal in amount to the present value (determined in accordance with the methodology used to calculate the "Actuarial Equivalent" pursuant to Section 6(C) of the Company's Supplemental Executive Retirement Plan (or any successor plan)) of such benefits and such payments shall be in lieu of 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 or EEMC 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 that is or would be due to the Executive under the Company's Supplemental Executive Retirement Plan (or any successor plan) assuming that the Executive were entitled to receive payments thereunder. Notwithstanding the immediately preceding paragraph of this Section 9.1(C), the fiscal Executive may elect to have the benefits otherwise payable to the Executive pursuant to this Section 9.1(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 EEMC in which he states that he has decided to make such election. The election shall not be effective unless the letter is received by EEMC (i) at least 90 days prior to the Date of Termination and (ii) prior to the first day of the calendar year in which the Date of Termination occurs. The Executive shall have the right to revoke any such election by sending a letter to EEMC 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 EEMC (i) at least 90 days prior to the Date of Termination and (ii) prior to the first day of the calendar year in which the Date of Termination occurs. If the Executive revokes an election, he can make a new election (in the average shall be determined for that period of fiscal yearsmanner, if anyand subject to the timing requirements, for which Executive was eligible to receive an annual cash bonusset forth in this paragraph), which amount shall be paid and he can revoke any such new election (in a lump-sum on the sixtieth (60th) day following manner, and subject to the Termination Date; andtiming requirements, set forth in this paragraph). (fD) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each For a thirty-six (36) month for the eighteen (18)-month period commencing after the Termination DateDate of Termination, the Company will pay shall arrange to provide the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits constituting a basis for a termination by the Executive of his employment for Good Reason). Benefits otherwise receivable by the Executive pursuant to this Section 9.1(D) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the thirty-six (36) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company and EEMC by the Executive). If the benefits provided to the Executive under this Section 9.1(D) shall result in a Gross-Up Payment pursuant to Section 9.2, and these Section 9.1(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 EEMC an amount equal to any calculated reduction in the difference between Executive’s monthly COBRA premium cost Gross-Up Payment, but only if, and to the premium cost extent, the Executive receives a refund of any Excise Tax previously paid by the Executive pursuant to Executive as if Executive were an employee of Section 9.2 hereof. 9.2 (A) Anything in this Agreement to the Company (excludingcontrary notwithstanding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event it shall be determined that Executive becomes eligible any payment or distribution by EEMC to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the Termination Dateterms 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 EEMC shall pay to or on behalf of the Executive an additional payment ("Gross-Up Payment") in an amount such that after 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 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.

Severance Payments. If (a) Upon any termination of the Executive’s employment with by the Company is terminated during without Cause or by the Change in Control Termination Period other than by reason of a Nonqualifying TerminationExecutive for Good Reason, then the Company shall pay or provide as severance to the Executive with an amount (the following payments or benefits: “Cash Severance Amount”) equal to the greater of (ai) The Accrued Obligations; the sum of two (b2) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended months of the Executive’s Base Salary in effect immediately prior to the Date of Termination Dateor (ii) the product of (x) one (1) month of the Executive’s Base Salary in effect immediately prior to the Date of Termination, which amount multiplied by (y) the number of years that the Executive has been employed by the Company (such number, the “Employment Years”); provided that the aggregate Cash Severance Amount shall be paid at such time annual bonuses are generally paid not exceed the sum of twelve (12) months of the Executive’s Base Salary in effect immediately prior to other senior executives the Date of Termination. The Company shall pay the Cash Severance Amount over a number of months immediately following the Date of Termination equal to the Employment Years (the “Severance Period”), in equal installments as nearly as practicable, on the normal payroll dates for employees of the Company Group, generally but in no event later less frequently than March 15th monthly. Any amounts payable pursuant to this Section 6(a) shall not be paid until the first scheduled payment date following the end of date the fiscal year release contemplated in Section 6(d) is executed and no longer subject to revocation, with the first such payment being in an amount equal to the total amount to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that Executive would otherwise have been earned in respect entitled during the period following the Date of Termination if such deferral had not been required; provided, however, that any such amounts that constitute nonqualified deferred compensation within the fiscal year in which such termination occurred, pro-rated to reflect the number meaning of days Executive was employed during such fiscal year, which amount Code Section 409A shall not be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on until the sixtieth (60th) day following the Termination Date; and (f) To such termination to the extent permitted by applicable law and without penalty necessary to the Companyavoid adverse tax consequences under Code Section 409A, subject and, if such payments are required to Executive’s election of COBRA continuation coverage under the Company’s group health planbe so deferred, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive payment shall be in an amount equal to the difference between Executive’s monthly COBRA premium cost and total amount to which the premium cost to Executive as would otherwise have been entitled during the period following the Date of Termination if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)such deferral had not been required; provided, further, that, if the Executive is a “specified employee” within the meaning of Code Section 409A, any amounts payable to the Executive under this Section 6(a) during the first six (6) months and one (1) day following the Date of Termination that constitute nonqualified deferred compensation within the meaning of Code Section 409A shall not be paid until the date that is six (6) months and one (1) day following such termination to the extent necessary to avoid adverse tax consequences under Code Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which the Executive would otherwise have been entitled to during the period following the Date of Termination if such deferral had not been required. (b) In the event of any termination of the Executive’s employment (i) by the Company for Cause, or (ii) due to the Executive’s death or Disability, the Executive shall not be entitled to any severance or other payments or benefits as of the Date of Termination (except as required by applicable law) and all rights to receive a salary, benefits or other compensation shall termination as of the Date of Termination except as set forth in Section 7. (c) If the Executive breaches any provision of Sections 8 through Error! Reference source not found. hereof, the Company shall no longer be obligated to make any payments described herein or reimbursements or provide any benefits pursuant to this Section 6. (d) The Company’s obligations under this Section 6 shall cease be contingent upon (i) the delivery by the Executive of a complete release in favor of the Company, its subsidiaries, affiliates, and respective officers, directors, employees, principals, managers, partners, members, attorneys and representatives, in substantially the form attached hereto as Annex A, within twenty-one (21) days after the Date of Termination and (ii) the Executive not revoking such release. (e) In the event that the Company fails to pay any of the amounts set forth in Section 6(a) within five (5) business days after the date when due, the overdue amounts shall accrue interest at a rate equal to five (5%) per year until such overdue amounts and interest are paid. If the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately dies during the postponement period prior to the Termination Datepayment in full of amounts set forth in Section 6(a), the unpaid amounts shall be paid to the personal representative of the Executive’s estate when due. (f) The payments provided in Section 6(a) shall be in addition to the payments and benefits set forth in Section 7 hereof.

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide Executive with the following payments or benefits: (a) The Accrued Obligations; (b) Any earned but unpaid Following the termination of your employment by the Covanta Companies, you shall be entitled to receive salary continuation payments, based upon your annual bonus with respect to any completed fiscal year that has ended prior to salary of $900,000 as of the Termination Date, which amount shall be paid at for a period of twenty-four (24) months, payable in cash in bi-weekly installments (each such time annual bonuses are generally paid installment, a “Severance Payment”) pursuant to other senior executives and subject to the conditions set forth in the Severance Plan (as modified by this Agreement to comply with Section 409A of the Company GroupInternal Revenue Code (“Section 409A”) and subject to your performance of your obligations pursuant to this Agreement, but in no event later than March 15th including, without limitation, under Section 12; provided, however, that such Severance Payments will not commence until after the expiration of the Revocation Period (as defined below) (with the first payment to include a catch-up for amounts that would have been payable during the Revocation Period had Severance Payments started on the first payroll date following the end Termination Date). Notwithstanding the foregoing, if any of the fiscal Severance Payments are treated as “non-qualified deferred compensation” under Section 409A, then if such Severance Payments could commence in more than one taxable year to which such annual bonus relates depending on when the Release (“Earned Bonus”); as defined below) is executed (c) Subject to achievement regardless of when the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretionRelease is actually executed), payment of the annual bonus then such payments and benefits that otherwise would otherwise have been earned payable in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal calendar year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date occurs shall be earned at a pro-rata amount based withheld and shall instead be payable on the actual performance for first payroll date in the performance period as of calendar year immediately following the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal calendar year in which the Termination Date occursoccurs (with all remaining payments to be made as if no such delay had occurred). (b) The Compensation Committee of the Board of Directors of Parent (the “Compensation Committee”) shall award you a non-equity incentive bonus for your performance in 2020 on a non pro-rated basis, the average payable in a lump sum cash payment on or before March 15, 2021. The non-equity incentive bonus for your performance in 2020 awarded pursuant to this Section 4(b) shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and general corporate multiplier approved by the premium cost to Executive Compensation Committee for 2020, multiplied by 120% of your annual base salary in 2020 of $900,000. (c) If you recommence work with any of the Covanta Companies as if Executive were an employee before all Severance Payments have been made to you or materially breach any of your obligations under this Agreement, such payments will stop as of the Company effective date of commencement of such work. (excludingd) While you may not be precluded from applying for and receiving unemployment compensation benefits, if you do receive any such benefits for purposes of calculating costthe same weeks for which you are receiving Severance Payments, an employeeany amounts you receive in unemployment compensation will be deducted from the Severance Payments made to you for those weeks. In addition, the following will be deducted from your Severance Payments if received for the same weeks you are receiving Severance Payments: short-term disability (STD) and worker’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datecompensation benefits.

Severance Payments. If 6.1 Subject to Section 6.2 and Section 6.3 hereof, if the Executive’s 's employment with the Company is terminated during the following a Change in Control Termination Period and during the Term either by the Company or by the Executive, other than (a) by the Company for Cause, (b) by reason of death or Disability, or (c) by the Executive without Good Reason, (any such employment termination being hereafter sometimes referred to as a Nonqualifying “Compensable Termination”), 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 Sections 5 and 6.3 hereof. Notwithstanding the foregoing, the Executive shall not be eligible to receive any payment or provide benefit provided for in this Section 6.1 unless the Executive with shall have executed a release substantially in the following payments form of Exhibit A hereto effective as of the date of the Compensable Termination or benefits:a date subsequent thereto and shall not have revoked said release. The Severance Payments are in lieu of any severance benefits that would otherwise be payable or provided pursuant to any severance plan or practice of the Company. (a) i. The Accrued Obligations; (b) Any earned but unpaid Company shall pay the Executive, at the time provided in Section 6.2 below, his annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination, the amount of such bonus to be determined by the Compensation Committee of the Board on a basis no less favorable to the Executive than its bonus determinations with respect to any completed fiscal year that has ended the Executive prior to the Termination DateChange in Control, unless the Committee made no bonus determinations with respect to the Executive before the Change in Control, in which amount shall be paid at such time annual bonuses are generally paid case on a basis no less favorable to the Executive than its bonus determinations with respect to other senior executives of comparable rank before the Change in Control. ii. The Company Groupshall pay the Executive, but at the time provided in no event later than March 15th following the end of the fiscal year to which such Section 6.2 below, a prorated annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs the Compensable Termination occurs, such prorated bonus to be determined by multiplying the “Applicable Average Bonus” as defined below in this subsection (disregarding any subjective performance goals and any other exercise ii) by a fraction the Compensation Committee numerator of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect shall be the number of days elapsed in such fiscal year through (and including) the date on which the Compensable Termination occurs and the denominator of which shall be the number 365. For purposes of this Agreement, the “Applicable Average Bonus” means the higher of (A) the average of all annual bonuses (including any deferred bonuses) awarded to the Executive during the 36 months immediately preceding the Compensable Termination or, if the Executive was employed by the Company for less than 36 months before the Compensable Termination, during such fiscal yearthe period of his employment by the Company prior to the Compensable Termination (annualizing any bonus awarded for less than a full year of employment), which amount shall be paid at such time or (B) the average of all annual bonuses are generally paid (including any deferred bonuses) awarded to other senior executives the Executive during the three fiscal years of the Company Group, but in no event later than March 15th following the last day of that precede the fiscal year in which the Compensable Termination Date occurred; (d) Any service-based vesting occurs or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as during the portion of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, such three fiscal years in other respects, such awards shall be governed which he was employed by the plans, programs, agreementsCompany (annualizing any bonus awarded for less than a full year of employment), or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (iiC) the average of all annual cash bonus paid bonuses (including any deferred bonuses) awarded to the Executive over during the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately 36 months preceding the fiscal year date on which the Change in Control occurred or during the portion of such 36 month period in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive he was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted employed by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, annualizing any bonus awarded for purposes less than a full year of calculating cost, an employee’s ability to pay premiums with pre-tax dollarsemployment); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Date.

Severance Payments. If Executive’s employment with In consideration of the Company is terminated during covenants and obligations contained in the Change Severance Agreement, and in Control Termination Period other than by reason full and complete satisfaction of a Nonqualifying Terminationall amounts owed to the Executive from Boulder Brands under the Severance Agreement and otherwise, then the Company shall Boulder Brands agrees to pay or provide the Executive with the following payments or and benefits: (a) The Accrued Obligations;A payment equal $34,273.55 representing the Executive’s 79.21 accrued but unused vacation hours as of the Separation Date. (b) Any earned but Payment of any unpaid annual bonus with respect to any completed fiscal year that has ended prior to reimbursements for reasonable and necessary expenses incurred by the Termination Executive on behalf of Boulder Brands during the period ending on the Separation Date, of which amount shall be paid at such time annual bonuses there are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”);none. (c) Subject to achievement A payment of a total gross amount of $3,600,000 in accordance with Section 3(c)(ii) of the Severance Agreement, payable in a single lump sum by the tenth (10th) day following the date that the Executive has duly executed the release agreement referred to in Section 3 hereof, provided that the Executive has not revoked such agreement. (d) In the event that the Executive makes a timely election of COBRA continuation coverage, Boulder Brands shall timely pay directly on the Executive’s behalf the cost of all premiums for such coverage during the period beginning on the Separation Date and ending on the date that is eighteen (18) months following the Separation Date. (i) The portion of the Executive’s outstanding stock option granted as of May 17, 2007 that was vested as of the Separation Date (in respect of 1,125,000 shares of Company common stock (the “2007 Vested Option”)) shall, in all events remain exercisable, notwithstanding any term to the contrary in the award agreement to which the Executive is a party with respect to the 2007 stock option grant (as amended, the “2007 Equity Award Agreement”), as follows: (A) 100% of the 2007 Vested Option may be exercised until December 31, 2015; provided, however, that portion of the option in respect of 562,500 shares will be forfeited and terminated as of 4:00 pm New York time on December 31, 2015 to the extent the option for that number of shares has not been exercised prior to that time; and (B) the remaining portion of the 2007 Vested Option that was not previously exercised or forfeited under clause (A) (consisting of up to 562,500 shares) may be exercised until June 30, 2016, and to the extent not so exercised, will be forfeited as of 4:00 pm New York time on that date. For purposes of this Section 2(e), the portion of the 2007 Stock Option with respect to the 562,500 shares that expires on December 31, 2015 shall consist of (X) the portion of such stock option held by the Executive that is attributable to 325,000 shares that vested on or about April 9, 2014 when Boulder Brands’ stock price achieved $16.75 per share for 20 of 30 consecutive trading days, (Y) the portion of such stock option attributable to 50,000 shares that were assigned to Sunset Oasis Limited Partnership, a Delaware limited partnership, on or about November 16, 2012 and (Z) a portion of the remaining such stock option that is attributable to 187,500 shares. (ii) The portion of the Executive’s outstanding stock option granted as of January 3, 2012 that was vested as of the Separation Date (in respect of 750,000 shares of Company common stock (the “2012 Vested Option”)) shall in all events remain exercisable, in accordance with the terms of the award agreement to which the Executive is a party with respect to the 2012 stock option grant (the “2012 Equity Award Agreement”) until June 8, 2017. (iii) All unvested stock options as of the Separation Date will be deemed to have been forfeited and terminated effective as of the Separation Date in accordance with the terms of the 2007 Equity Award Agreement other equity award agreement. (iv) Any exercise of the 2007 Vested Option or the 2012 Vested Option shall be made in accordance with the terms of the 2007 Equity Award Agreement and the 2012 Equity Award Agreement, respectively. Notwithstanding anything to the contrary under the terms of the 2007 Equity Award Agreement and 2012 Equity Award Agreement, as applicable, Executive hereby waives his right to elect at any time in the future to pay to the Company the Exercise Price and the Tax Obligation (as such terms are defined in each of the 2007 Equity Award Agreement and 2012 Equity Award Agreements, as applicable) in respect of that portion of the 2007 Vested Option or 2012 Vested Option that Executive elects to exercise by having the Company reduce the number of shares Executive receives upon exercise; therefore, at the time of exercise, the Executive may pay the applicable performance conditions for Exercise Price and Tax Obligation by using any of the fiscal year other methods allowed pursuant to the terms of 2007 Equity Award Agreement or 2012 Equity Award Agreement, as applicable (including the ability to engage in a broker-assisted cashless exercise). The Executive hereby agrees to execute any documents as may reasonably be requested by the Company to effectuate the Executive’s election to exercise any portion of the 2007 Vested Option or 2012 Vested Option. (v) In the event of a Change of Control (as defined in the Boulder Brands, Inc. Third Amended and Restated Stock and Awards Plan), the Company shall take all commercially reasonable efforts to cause any portion of the 2007 Vested Option and 2012 Vested Option remaining immediately prior to the effective time of the Change of Control to be treated in the transaction in the same manner as those substantially similar outstanding vested options that may be held by other executive officers of the Company immediately prior to the effective time of the Change of Control and notwithstanding anything else to the contrary in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by this Agreement, the Executive acknowledges that in the event of a Change of Control, subject to the prior clause, the Compensation Committee shall have full discretion to provide for the assumption, substitution, cash-out or cancellation of negative discretion), payment any remaining portion of the annual bonus 2007 Vested Option and 2012 Vested Option. (f) The Executive’s rights under any Boulder Brands sponsored employment benefit plan, program or arrangement shall be determined in accordance with the applicable plan or other operative document. For the avoidance of doubt, in accordance with the terms of the Company’s Amended and Restated Financial Performance Incentive Program the Executive hereby acknowledges and agrees that would otherwise have been earned Executive’s opportunity to receive any portion of an Annual Bonus or Supplemental Bonus in respect of the fiscal year performance period January 1, 2015 – December 31, 2015 and a Long-Term Bonus in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives respect of the Company Groupperformance period January 1, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable 2014 – December 31, 2018 were forfeited effective as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date Separation Date. All payments described in this Section 2 shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health planapplicable federal, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Datestate, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-local tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datewithholdings and deductions.

Severance Payments. If Executive’s employment with the Company Executive is terminated subject to a Qualifying Termination other than during the a Change in Control Termination Period other than by reason of a Nonqualifying TerminationPeriod, then then, subject to Section 3 below, the Company shall pay or provide the Executive with (I) twelve (12) months of the following payments or benefits: Executive’s base salary at the annual rate in effect when the Qualifying Termination occurred, (aII) The Accrued Obligations; fifty percent (b50%) Any multiplied by the Executive’s annual target bonus opportunity at the rate in effect when the Qualifying Termination occurred; provided that if the Executive’s target bonus opportunity is earned but unpaid annual and payable over shorter periods of time, the target bonus with respect opportunities for such periods will be aggregated to any completed represent a full fiscal year that has ended prior year, and (III) an amount equal to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives product of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (cy) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that target to which the Executive would otherwise have been entitled (calculated as if all applicable bonus targets were achieved) for the bonus period in which the Qualifying Termination occurred; provided that if the Executive’s target bonus opportunity is earned in respect and payable over shorter periods of time, the target bonus opportunities for such periods will be aggregated to represent a full fiscal year in (“Final Period”) and (z) a fraction, the numerator of which such termination occurred, pro-rated to reflect is the number of days for which the Executive was employed by the Company during the Final Period and the denominator of which is the total number of calendar days in the Final Period, less any amounts of such fiscal yearannual bonus previously paid (the “Prorated Bonus”) [Include as applicable: and (IV) any then-unpaid portion of the Retention Bonus (as defined in the letter agreement between Executive and the Company, dated September 17, 2019)]. To the extent the foregoing amount is payable under Section 2(b) and/or included as Accrued Compensation and Expenses and/or Accrued Benefits (as described in Section 2(e)), it will not be paid under this Section 2(a). The Executive will receive his or her severance payment pursuant this Section 2(a)(i) in a cash lump-sum, which amount shall will be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum made on the sixtieth (60th) day following the Termination DateSeparation, provided that the following have already occurred: (1) the Company’s receipt of the Executive’s executed General Release (as described in Section 2(d)); and (f2) To the extent permitted by expiration of any rescission period applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Dateexecuted General Release.

Severance Payments. If In the event of any termination of the Executive’s employment with pursuant to Sections 4(a)(v) (and, for the avoidance of doubt, for reasons that would not constitute Cause pursuant to Sections 4(a)(i)-(iv)), 4(b), or 4(c) above, the Company is terminated during will pay the Change Executive or otherwise provide, in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide Executive with the following payments or benefitsaddition to Final Compensation: (ai) The Accrued Obligations; the Base Salary for a period of two (b2) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th years following the end date of termination (the fiscal year to which “Severance Payments,” and such annual bonus relates (period, the “Earned BonusSeverance Period”); (cii) Subject to achievement of one (1) times the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurredTarget Bonus, pro-rated to reflect for the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredExecutive’s employment terminates that the Executive was employed by the Company (based upon a 365 day year); (diii) Any service-based vesting the number of shares of Stock subject to the Options, unless earlier terminated or service requirements forfeited (other than in connection with such termination of employment) in accordance with the Award or the applicable equity incentive plan and to the extent not otherwise vested, that would have vested during the twelve (12)-month period following the Executive’s termination date had the Executive remained in continuous employment with the Company during such period will become vested as of the Executive’s termination date, with the number of shares of Stock subject to the Options that are then eligible to vest equal to the Available Vesting Amount (as defined in Schedule A to the Award) immediately prior to such termination of employment; (iv) with respect to any each Equity Award other than the Options, the number of shares of Stock subject to such Equity Award, unless earlier terminated or forfeited (other than in connection with such termination of employment) in accordance with the applicable individual award agreement and equity grant incentive plan governing such Equity Award and other long-term incentive award previously granted to the extent not otherwise vested, that would have vested during the twelve (12)-month period following the Executive’s termination date had the Executive and then outstanding shall remained in continuous employment with the Company during such period will become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted Executive’s termination date, with the number of shares of Stock subject to Executive and the Equity Award that are then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant eligible to which such awards were granted; (e) An amount vest equal to two hundred percent (200%) the total number of shares of Stock subject to the sum Equity Award that have vested or are available to vest under the terms of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid such Equity Award immediately prior to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any such termination of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Dateemployment; and (fv) To in the extent permitted by applicable law and without penalty event the Executive timely elects to continue the Company, subject to Executive’s election coverage and, if applicable, that of COBRA continuation coverage under the Executive’s eligible dependents in the Company’s group health planplans under the federal law known as “COBRA” or similar state law (together, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date“COBRA”), the Company will shall pay the Executive an a monthly amount equal to the difference between monthly COBRA health premiums required to maintain such coverages until the earlier of (A) the conclusion of the Severance Period and (B) the date that the Executive and, if applicable, the Executive’s monthly eligible dependents cease to be eligible for such COBRA premium cost and coverage under applicable law or plan terms (the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars“Health Continuation Benefits”); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Date.

Severance Payments. If Executive’s employment with (a) In the event of an Involuntary Termination prior to December 31, 2016, and after the timely signing by the Senior Adviser or his estate of a release of all claims against the Company is terminated during in the Change in Control Termination Period other than by reason of a Nonqualifying Terminationform attached hereto as Exhibit A (the “Release”), then the Company shall pay provide to the Senior Adviser or provide Executive with his estate the following payments or benefits:(subject to applicable withholding requirements): (a1) The Accrued Obligationsthe continuation of the Base Salary through December 31, 2016, subject to applicable withholdings; (b2) Any earned payment of all Annual Bonuses provided for in Section 3, payable at the time or times specified therein, subject to applicable withholdings; 3) all of the Senior Adviser’s accrued but unpaid annual bonus with respect to any completed fiscal year that has ended prior vacation, sick and personal days to the Termination Dateextent that Company policy provides for payment of such accrued but unpaid amounts. provided, which amount shall be paid at such time annual bonuses are generally paid to other senior executives however, that in the event of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise a breach by the Compensation Committee Senior Adviser of negative discretion)any provision of Section 5, payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d6 or 7(a) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, andhereof that, in other respectsthe case of any such breach that is capable of being cured, such awards shall be governed by is not cured within 30 days after receipt of written notice from the plansCompany, programs, agreements, the Senior Adviser or other documentshis estate, as applicable, pursuant shall have no right to which such awards were granted; receive any form of compensation, remuneration, payment under any note issued by the Company in respect of any equity repurchase, severance or other benefit hereunder, except that the Senior Adviser or his estate shall be entitled (esubject to applicable withholding requirements) An amount equal to two hundred percent (200%) receive any unpaid Base Salary earned up through the date of the sum Senior Adviser’s termination of employment, subject to applicable withholdings, and all accrued but unpaid vacation, sick and personal days to the extent that the Company’s policy provides for payment of such accrued and unpaid amounts. Notwithstanding anything contained in this Section 9 to the contrary, (i) Executivethe first payment of any amounts payable to the Senior Adviser under Section 9(a) will be paid to the Senior Adviser or his estate on the first payroll date that occurs on or following the sixtieth (60th) day after Senior Adviser’s thenInvoluntary Termination, and will include a catch-current base salary and up of any missed monthly installment payments that would have otherwise been made prior to such date had Senior Adviser executed the Release on the date of his Involuntary Termination, (ii) the average annual cash bonus paid to Executive over the most recently completed three (3payment of any amounts under Section 9(a) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible subject to receive an annual cash bonus), which amount shall be paid in a lump-sum on (A) the Senior Adviser or his estate (as applicable) delivering to the Company the Release and (B) the Release having become effective and irrevocable by the Senior Adviser under its terms and all applicable law prior to the sixtieth (60th) day following his Involuntary Termination and (iii) to the Termination Date; andextent that any amounts payable pursuant to this Section 9 are considered to be “deferred compensation” within the meaning of Section 409A and a substitution of any amount that under the Prior Agreement that would have been considered “deferred compensation” had it been paid under that agreement, the amount payable hereunder shall be paid at such time and in such amounts as will avoid the imposition of any additional tax on the Senior Adviser pursuant to Section 409A. (fb) To If the extent permitted by applicable law and without penalty Senior Adviser’s employment is terminated in an Involuntary Termination on or prior to the Companyfirst anniversary of the Effective Date, subject and the effect of such termination would reasonably be expected to Executive’s election of COBRA continuation coverage under result in additional taxes being payable by the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination DateSenior Adviser, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost Senior Adviser shall discuss in good faith taking additional actions as may be appropriate to Executive as if Executive were an employee mitigate the impact of such additional taxes in a manner that is intended to substantially preserve the Company (excluding, for purposes net economic benefit of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datethis Agreement.

Severance Payments. If 9.1 The Company shall pay the Executive the payments described in this Section 9.1 (the "Severance Payments") upon the termination of the Executive’s 's employment with prior to the Company end of the Term, in addition to the payments and benefits described in Sections 7 and 8 hereof, unless such termination is terminated during the Change in Control Termination Period other than (i) by Energy East for Cause, (ii) by reason of death, Disability or Retirement, or (iii) by the Executive without Good Reason. (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 a Nonqualifying lump sum severance payment, in cash, equal to three (3) times the sum of: (i) 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; and (ii) the average of the three most recent incentive compensation awards earned by the Executive under the Company's Annual Executive Incentive Plan (the "AEIP"), or any successor annual executive incentive compensation plan, before the Date of Termination. (B) Notwithstanding any provision of the AEIP, 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 AEIP, or any successor annual executive incentive compensation plan, but has not yet been either (x) paid (pursuant to Section 7 hereof or otherwise) or (y) deferred pursuant to the Company's 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 AEIP or any successor annual executive incentive compensation plan, calculated by assuming that the Maximum Earnings Level (as defined in the AEIP) had been achieved and that the Executive's Level of Achievement (as defined in the AEIP) were one hundred percent (or in the case of any such successor plan, that maximum performance with respect to all applicable performance goals had been achieved), with such pro-rata amount being reduced (but not below zero) by any amounts paid to the Executive with respect to such uncompleted fiscal year pursuant to Article XI(A)(iii) of the AEIP, or any comparable provision of any such successor plan, as a result of a Change-in-Control that occurs during such uncompleted fiscal year. (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 Executive's Base Salary as determined pursuant to Section 9.1(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 9.1(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 that is or would be due to the Executive under the Company's Supplemental Executive Retirement Plan (or any successor plan) assuming that the Executive were entitled to receive payments thereunder. Notwithstanding the immediately preceding paragraph of this Section 9.1(C), the Executive may elect to have the benefits otherwise payable to the Executive pursuant to this Section 9.1(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 90 days prior to the Date of Termination and (ii) prior to the first day of the calendar year in which the Date of Termination 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 90 days prior to the Date of Termination and (ii) prior to the first day of the calendar year in which the Date of Termination 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 thirty-six (36) month period after the Date of Termination, the Company shall arrange to provide the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits constituting a basis for a termination by the Executive of his employment for Good Reason). Benefits otherwise receivable by the Executive pursuant to this Section 9.1(D) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the thirty-six (36) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to Energy East by the Executive). If the benefits provided to the Executive under this Section 9.1(D) shall result in a Gross-Up Payment pursuant to Section 9.2, and these Section 9.1(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 9.2 hereof. 9.2 (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, 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 Company shall pay to or provide on behalf of the Executive with an additional payment ("Gross-Up Payment") in an amount such that after payment by the following payments Executive of all taxes (including any interest or benefits: (a) The Accrued Obligations; (b) Any earned but unpaid annual bonus penalties imposed with respect to such taxes), including, without limitation, any completed fiscal year that has ended prior to income taxes and Excise Tax imposed upon the Termination DateGross-Up Payment, which the Executive retains an amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, proGross-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount Up Payment equal to the difference between Executive’s monthly COBRA premium cost and Excise Tax imposed upon the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination DatePayments.

Severance Payments. If a. Upon termination of the Executive’s employment with for Just Cause, the Company Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive’s employment: (i) for death; or (ii) by the voluntary termination of the employment of the Executive by the Executive pursuant to Section 11(c) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Variable Compensation earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section 11(c) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination. Notwithstanding anything to the contrary in Section 12.b below, the Executive shall not be entitled to any Variable Compensation earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 11(c) hereof. b. If the Executive’s employment is terminated during by the Change in Control Termination Period Corporation for any other reason other than by reason the reasons set forth in Section 12(a), the Executive shall be entitled to receive, for the number of a Nonqualifying Terminationmonths of severance payments set forth in the chart on Exhibit 1, then all of the Company shall pay or provide Executive with health and dental benefits (other than disability benefits, accidental death and dismemberment benefits and life insurance benefits) that he received from the following payments or benefitsCorporation immediately prior to the termination, PLUS: (ai) The Accrued ObligationsAll outstanding base salary earned before the Date of Termination, less any amounts that the Executive received in connection with benefits paid or payable as a result of Disability if applicable; (bii) Any Variable Compensation which has been earned but unpaid by the Executive before the Date of Termination calculated on a pro rata basis based on the number of months in the current bonus period up to and including the Date of Termination ((pro rata Variable Compensation = annual bonus with respect VC target / 12) x the number of months in the then-current VC period up to any completed fiscal year that has ended prior to and including the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives Date of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”Termination); (ciii) Subject to achievement of Additional payments based on the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by length of service with the Compensation Committee of negative discretion)Company, payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect calculated as Executive’s monthly base salary for the number of days months set forth in the chart on Exhibit 1, less any amounts received by and/or payable to Executive was employed during such fiscal year, which amount shall be in connection with benefits paid at such time annual bonuses are generally paid to other senior executives or payable as a result of the Company GroupDisability if applicable(for purposes of this section 12.b.(iii), but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredExecutive’s service start date is 10/1/2008); (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eiv) An amount equal to two hundred percent (200%) 1/12 of the sum Variable Compensation payments earned by Executive during the bonus year preceding the current VC year times the number of (i) months referred to in the chart on Exhibit 1, based on Executive’s then-current base salary and (ii) length of service with the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DateCompany; and (fv) To the extent permitted by applicable law All outstanding and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen accrued vacation pay. (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost vi) All properly incurred and the premium cost reasonable business expenses owing to Executive as if Executive were an employee of the Company Date of Termination; and If, at the Date of Termination, there were any memberships in any clubs, social or athletic organizations paid for by the Corporation pursuant to Schedule B hereof at the Date of Termination, the Corporation will not take any action to terminate such memberships but will not renew any such membership that expires or reimburse the Executive for any further payments thereunder. Any amounts due hereunder on account of severance in 12.b.(iii) and 12.b.(iv) above shall be paid by the Corporation to the Executive on a monthly basis commencing 30 days following the Date of Termination and not in a lump sum. c. Except as expressly stipulated in Sections 11(c) or 14 hereof or in this Section 12(d), any options which have not vested as of the Date of Termination (excludingbeing in the case where the Corporation gives notice, the date specified by the Corporation as the date on which the Executive’s employment will terminate) shall terminate and be of no further force and effect as of the Date of Termination and neither any period of notice nor any payment in lieu thereof upon termination of employment hereunder shall be considered as extending the period of employment for the purposes of calculating costvesting of options notwithstanding anything to the contrary in any other agreement between the Corporation and the Executive. Notwithstanding anything contained in this Section 12, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event of termination by the Corporation other than for Just Cause, the Executive shall have the right to exercise any options which are vested as at the Date of Termination for the 90 Day Period (as defined in Section 11(c). Any unvested options which would have otherwise vested during such 90 Day Period shall continue to vest during that period and to the extent any unvested options have vested during such 90 Day Period, the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was shall also be entitled to receive immediately prior exercise those options within a rolling 90 day period after the date of vesting of such options, which period will not exceed 180 days following the Date of Termination. In addition, notwithstanding anything contained in this Section 12 or elsewhere in this Agreement, in the event of termination due to death of the Executive, the estate of the Executive shall be entitled, at any time during the period which is 12 months following the date of death of the Executive (the “12 Month Period”), to exercise any options which have vested as at the date of death of the Executive. In addition, any unvested options which would have otherwise vested during such 12 Month Period shall continue to vest during that period and to the Termination Dateextent of any unvested options have vested during such period, the Executive’s estate shall be entitled to exercise those options within a period which starts on the day of vesting and ends 12 months from the date of death of the Executive. For purposes of greater certainty, if the Executive is terminated for Just Cause, Death or if the Executive’s employment hereunder is terminated by the Executive pursuant to Section 11(c) then no payment whatsoever shall be made to the Executive under this Section.

Severance Payments. (a) If during the Term, Executive’s employment is terminated by the Company for reasons other than Cause, or, in the event that Executive terminates Executive’s employment for Good Reason, the Company shall pay to Executive the Base Salary through the date of Executive’s termination of employment with the Company is terminated during (the Change “Termination Date”). Notwithstanding any amount of time remaining in Control Termination Period other than by reason of a Nonqualifying Terminationthe Term, then Executive shall be entitled only to the Company shall pay or provide Executive with the following payments or benefitsfollowing: (ai) The Accrued Obligations; Lump sump payments equal to (bA) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to two (2) times the Termination DateExecutive’s then-current Base Salary, which amount shall be paid at such time annual bonuses are generally paid to less standard income and payroll tax withholding and other senior executives authorized deductions, payable within five (5) business days after the expiration of the Company Grouprevocation period set forth in the Release Agreement (as defined in Section 4.5(c) of this Agreement), but in no event later than March 15th following plus (B) two (2) times the end of the fiscal year to which such annual bonus relates Incentive Bonus (“Earned Bonus”); (cless standard income and payroll tax withholding and other authorized deductions) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year Parent in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant termination occurred and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount payable based on the actual performance achievement of the Performance Targets for such fiscal year if, and to the extent, such Performance Targets for such fiscal year are achieved (payment will be made at the same time as the Parent makes payment of such bonuses to other similarly situated employees as the Executive); and (ii) Except for medical and dental benefits (which in the case of medical and dental benefits the Company shall pay the Executive’s COBRA Premiums for eighteen (18) months (this payment by the Company will run concurrently with the benefit continuation period provided by the Consolidated Omnibus Budget Reconciliation Act (COBRA)) from the Termination Date), to the extent permitted by Parent’s and/or the Company’s benefit and/or welfare plans, during the twenty-four (24) month period from the Termination Date (the “Severance Period”), the Company shall continue on behalf of Executive (and Executive’s dependents and beneficiaries), life insurance, disability insurance 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 Termination Date. The benefits provided pursuant to this Section 4.5(a)(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 or by Executive. The obligation of the Company under this Section 4.5(a)(ii) shall be limited 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 Section 4.5(a) 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(a). This Section 4.5(a) 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(a) 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. If Parent’s and/or the Company’s benefit and/or welfare plans (other than medical and dental) do not permit such benefits to be given to Executive for the performance twenty-four (24) month period from the Termination Date, Executive shall receive, in lieu thereof, an amount in cash equal to the actual cost then paid by Parent and/or Company for such benefits for the Executive individually (as measured at the time of the Termination Date, and, in other respects, such awards shall be governed by ) for the plans, programs, agreements, or other documents, as applicable, pursuant time period equivalent to which such awards were granted; twenty-four (e24) An amount equal to two hundred percent (200%) of months less the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that time period of fiscal years, if any, for which Executive was eligible received benefits pursuant to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to ExecutiveParent’s election of COBRA continuation coverage under and/or the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing benefit and/or welfare plans after the Termination Date. In addition, in order to provide the Executive with the equivalent of twenty-four (24) months of medical and dental coverage, Executive shall receive an amount in cash equal to six (6) months of COBRA Premiums. “COBRA Premiums” mean the cost of post-employment continuation of medical and dental coverage (if then provided by the Company will pay Executive an amount equal and/or Parent) substantially equivalent to the difference between Executive’s monthly COBRA premium cost and the premium cost that coverage which was provided to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to on the Termination Date.

Severance Payments. If a. Upon termination of the Executive’s employment with for Just Cause, the Company Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive’s employment: (i) for death; or (ii) by the voluntary termination of the employment of the Executive by the Executive pursuant to Section 11(c) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Performance Bonus earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section 11(c) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination.. Notwithstanding subparagraph (ii) above, the Executive shall not be entitled to any Performance Bonus earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 11(c) hereof. b. If the Executive’s employment is terminated by the Corporation for any other reason other than the reasons set forth in Section 12(a), the Executive shall be entitled to receive all of the health and dental benefits (other than disability benefits, accidental death and dismemberment benefits and life insurance benefits) described in Section 5(b) that would be enjoyed by the Executive during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then 12 month period following his termination PLUS an amount equal to the Company shall pay or provide Executive with the following payments or benefitstotal of: (ai) The Accrued Obligations; 12 months’ salary at the then applicable Annual Base Salary rate (bsubject to Section 12(c) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”below); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eii) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-target annual variable compensation payment for the then current base salary fiscal year; (iii) all outstanding and (ii) accrued regular and special vacation pay owing to the average annual cash bonus paid Executive to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any Date of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DateTermination; and (fiv) To the extent permitted by applicable law and without penalty all properly incurred business expenses owing to the CompanyExecutive as of the Date of Termination. In addition to the foregoing, subject if there is a termination under this Section 12(b), the Executive shall be entitled to Executive’s election of COBRA continuation coverage under receive any Performance Bonus which has been earned on a pro rated basis to the Company’s group health plan, on the first regularly scheduled payroll date of each month such termination. If, at the Date of Termination, there were any memberships in any clubs, social or athletic organizations paid for by the eighteen (18)-month period Corporation pursuant to Schedule A hereof at the Date of Termination, the Corporation will not take any action to terminate such memberships but will not renew any such membership that expires or reimburse the Executive for any further payments thereunder. Any amounts due hereunder on account of severance shall be paid by the Corporation to the Executive on a monthly basis commencing 30 days following the Date of Termination and not in a lump sum. c. If the Executive secures new employment or consulting work while he is entitled to severance payments under Section 12(b)(i), then from and after the Termination Datedate such new employment or consulting work commences, the Company will pay severance payments referred to in Section 12(b)(i) to which the Executive an is otherwise entitled shall be reduced immediately upon the commencement of such new employment or consulting work to a lump sum amount equal to the difference between amount by which the Annual Base Salary exceeds the annual new salary or consulting fees, on a pro rata basis, annualized according to the unexpired term of the severance payments. The health and dental benefits referred to in Section 12(b) above shall also immediately terminate upon the commencement of such new employment or consulting work unless the Executive notifies the Corporation in writing that he is not entitled to benefits in respect of such new position or work. The Executive shall notify in writing the Corporation of all new employment and/or consulting work secured by the Executive (and the amounts received thereunder), within 14 days thereof, following the Date of Termination as long as the Executive is receiving severance payments hereunder, failing which the Executive’s monthly COBRA premium cost and the premium cost continuing right to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any severance payments described herein hereunder shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datecease.

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide Executive with the following payments or benefits: (a) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any -4- performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Date.

Severance Payments. If Except as otherwise provided in Section 4 and subject to Section 6 and Section 19, if the Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits: (a) The a lump-sum cash amount within thirty (30) days following the Date of Termination equal to the sum of (i) the Executive’s base salary through the Date of Termination, and any accrued vacation, in each case to the extent not theretofore paid; (ii) any unpaid bonus accrued with respect to the fiscal year ending on or preceding the Date of Termination; and (iii) subject to presentment of appropriate documentation, any unreimbursed expenses incurred through the Date of Termination in accordance with Company policy (collectively, the “Accrued ObligationsAmounts”); (b) Any earned but unpaid a lump-sum cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the product of (i) the annual bonus with respect to any completed fiscal the Executive would have been paid for the calendar year that has ended prior to during which the Date of Termination Dateoccurs based on the achievement of actual performance goals and (ii) a fraction, the numerator of which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but number days in no event later than March 15th following the end of the fiscal year to in which such annual bonus relates the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365) (the “Earned Pro-Rata Bonus”); (c) Subject a lump-sum cash amount on the 55th day following the Date of Termination equal to achievement one times the sum of (A) the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs annual base salary and (disregarding any subjective performance goals and any other exercise by B) the Compensation Committee greatest of negative discretion), payment of (1) the annual Executive’s target bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of for the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary Date of Termination occurs and (ii2) the average annual cash bonus paid to of the actual bonuses earned by the Executive over in respect of the most recently completed three two (32) preceding fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years Company immediately preceding the fiscal year in which the Date of Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and; (fd) To the extent permitted by applicable law and without penalty to the Company, subject to (A) the Executive’s timely election of COBRA continuation coverage under the CompanyConsolidated Budget Omnibus Reconciliation Act of 1985, as amended (“COBRA”), (B) the Executive’s group health plan, on continued co-payment of the first regularly scheduled payroll date employee portion of each month for any contribution or premium at the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal same level and cost to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) and (C) the Executive’s continued eligibility for COBRA continuation coverage, the Company will pay for a period of up to twelve (12) months following the Date of Termination the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company; provided, that any payments described herein payable to the Executive during the first fifty-four (54) days following the Date of Termination shall cease not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 55th day following the Date of Termination; provided, further, that if the Company’s making payments under this Section 3(d) would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of penalties under, the Patient Protection and Affordable Care Act of 2010 (“PPACA”) and related regulations and guidance promulgated thereunder, the Company and the Executive agree to reform this Section 3(d) in such manner as is necessary to comply with PPACA. Notwithstanding the foregoing, in the event that the Executive fails to pay any required contribution or premium or becomes employed with another employer and becomes eligible to receive health substantially similar or improved medical, dental or vision benefits from another such employer (whether or not the Executive accepts such benefits), the Company’s obligations under this Section 3(d) shall immediately cease, except that are substantially similar the Company’s obligation to those continue to make available continuation coverage under COBRA at the full COBRA rates shall be determined in accordance with COBRA. The Executive was will notify the Company of the Executive’s eligibility for medical, dental or vision benefits from a subsequent employer within thirty (30) days of such eligibility; and (e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights that would become vested and exercisable if the Executive had continued to be employed with the Company during the twelve (12) month period commencing on the Date of Termination shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards that would have lapsed if the Executive had continued to be employed with the Company during the twelve (12) month period commencing on the Date of Termination shall lapse and such awards shall become immediately payable; provided, however, that if any such award is subject to Section 409A (as defined in Section 19, below), the provisions of this Section 3(e) will not result in the immediate payment of such award if such payment would result in the imposition of tax, interest and/or penalties upon the Executive under Section 409A, in which case such payment shall be made at the earliest time such payment can be made without resulting in the imposition of tax, interest and/or penalties upon the Executive under Section 409A; and (f) all other payments, benefits or fringe benefits to which the Executive shall be entitled to receive immediately prior to under the Termination Dateterms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant (the “Other Benefits”).

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide Executive with the following payments or benefits: (a) The Accrued Obligations;Subject to Section 3(b) below, the Company agrees to pay to Executive as severance an amount equal to Five Million Three Hundred Seventy-Eight Thousand Seven Hundred Thirty-Nine Dollars ($5,378,739) (the “Severance Payment”), which Severance Payment shall be due and payable in a lump-sum during the fourteen (14) -day period following the six (6) -month anniversary of the Retirement Date, and subject to all withholdings and other deductions and taxes as required by applicable law, provided that the Executive has not elected to revoke this Agreement or the General Release described in Section 3(b), below, prior to such date. (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals The Severance Payment and any and all other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses consideration due and payable hereunder are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of expressly conditioned upon (i) Executive’s then-current base salary performance of his covenants and obligations hereunder, (ii) the average annual cash bonus paid execution by Executive of a Resignation and a General Release, which shall be presented to Executive over by the most recently completed three Company on the Retirement Date, in the forms attached hereto as Exhibit A and Exhibit B, respectively, and (3iii) fiscal years Executive’s election to not revoke this Agreement or the General Release within the applicable seven (or if 7) -day period permitted in such General Release. Executive was not eligible understands and agrees that the Severance Payment is good and valuable consideration for the covenants and obligations of Executive hereunder, including the Resignation and General Release contemplated hereby, and that Executive shall only be entitled to receive an annual cash bonus with respect the Severance Payment and any other consideration contemplated hereby upon execution of this Agreement and the Resignation and General Release contemplated hereby and Executive’s election to any not revoke such General Release. Except for (y) the Severance Payment and the provision of benefits and payments otherwise expressly provided in this Agreement, and (z) payments and benefits accrued as of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Retirement Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty pursuant to the Company’s Retirement Plan, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan401(k) Plan and Deferred Compensation Plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was be entitled to receive immediately prior to the Termination Dateno other payments or remunerations of any kind.

Severance Payments. If (a) Upon any termination of the Executive’s employment with by the Company is terminated during without Cause or by the Change in Control Termination Period other than by reason of a Nonqualifying TerminationExecutive for Good Reason, then the Company shall pay or provide as severance to the Executive with an amount (the following payments or benefits: “Cash Severance Amount”) equal to the greater of (ai) The Accrued Obligations; the sum of two (b2) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended months of the Executive’s Base Salary in effect immediately prior to the Date of Termination Dateor (ii) the product of (x) one (1) month of the Executive’s Base Salary in effect immediately prior to the Date of Termination, which amount multiplied by (y) the number of years that the Executive has been employed by the Company (such number, the “Employment Years”); provided that the aggregate Cash Severance Amount shall be paid at such time annual bonuses are generally paid not exceed the sum of twelve (12) months of the Executive’s Base Salary in effect immediately prior to other senior executives the Date of Termination. The Company shall pay the Cash Severance Amount over a number of months immediately following the Date of Termination equal to the Employment Years (the “Severance Period”), in equal installments as nearly as practicable, on the normal payroll dates for employees of the Company Group, generally but in no event later less frequently than March 15th monthly. Any amounts payable pursuant to this Section 6(a) shall not be paid until the first scheduled payment date following the end of date the fiscal year release contemplated in Section 6(d) is executed and no longer subject to revocation, with the first such payment being in an amount equal to the total amount to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that Executive would otherwise have been earned in respect entitled during the period following the Date of Termination if such deferral had not been required; provided, however, that any such amounts that constitute nonqualified deferred compensation within the fiscal year in which such termination occurred, pro-rated to reflect the number meaning of days Executive was employed during such fiscal year, which amount Code Section 409A shall not be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on until the sixtieth (60th) day following the Termination Date; and (f) To such termination to the extent permitted by applicable law and without penalty necessary to the Companyavoid adverse tax consequences under Code Section 409A, subject and, if such payments are required to Executive’s election of COBRA continuation coverage under the Company’s group health planbe so deferred, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive payment shall be in an amount equal to the difference between Executive’s monthly COBRA premium cost and total amount to which the premium cost to Executive as would otherwise have been entitled during the period following the Date of Termination if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)such deferral had not been required; provided, further, that, if the Executive is a “specified employee” within the meaning of Code Section 409A, any amounts payable to the Executive under this Section 6(a) during the first six (6) months and one (1) day following the Date of Termination that constitute nonqualified deferred compensation within the meaning of Code Section 409A shall not be paid until the date that is six (6) months and one (1) day following such termination to the extent necessary to avoid adverse tax consequences under Code Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which the Executive would otherwise have been entitled to during the period following the Date of Termination if such deferral had not been required. (b) In the event of any termination of the Executive’s employment (i) by the Company for Cause, or (ii) due to the Executive’s death or Disability, the Executive shall not be entitled to any severance or other payments or benefits as of the Date of Termination (except as required by applicable law) and all rights to receive a salary, benefits or other compensation shall termination as of the Date of Termination except as set forth in Section 7. (c) If the Executive breaches any provision of Sections 8 through 11 hereof, the Company shall no longer be obligated to make any payments described herein or reimbursements or provide any benefits pursuant to this Section 6. (d) The Company’s obligations under this Section 6 shall cease be contingent upon (i) the delivery by the Executive of a complete release in favor of the Company, its subsidiaries, affiliates, and respective officers, directors, employees, principals, managers, partners, members, attorneys and representatives, in substantially the form attached hereto as Annex A, within twenty-one (21) days after the Date of Termination and (ii) the Executive not revoking such release. (e) In the event that the Company fails to pay any of the amounts set forth in Section 6(a) within five (5) business days after the date when due, the overdue amounts shall accrue interest at a rate equal to five (5%) per year until such overdue amounts and interest are paid. If the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately dies during the postponement period prior to the Termination Datepayment in full of amounts set forth in Section 6(a), the unpaid amounts shall be paid to the personal representative of the Executive's estate when due. (f) The payments provided in Section 6(a) shall be in addition to the payments and benefits set forth in Section 7 hereof.

Severance Payments. If Executive’s employment with the Company is terminated during the Change in Control Termination Period other than by reason of a Nonqualifying Termination, then the Company shall pay or provide Executive with the following payments or benefits: (a) The Accrued Obligations;On the Effective Date (as defined below), the Company will pay Executive the aggregate amount of $450,333, less required deductions and withholdings (the “Separation Payment”), by check or wire transfer (pursuant to such instructions as Executive shall provide the Company in writing). (b) Any earned but unpaid annual bonus The Company also agrees to pay Executive by check or wire transfer (pursuant to such instructions as Executive shall provide the Company in writing), if, as and when due in accordance with respect to any completed fiscal year that has ended prior to the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives terms and conditions of the Company Group, Company’s Fiscal Year 2017 Compensation Program (the “Compensation Program”) but in no event later than March 15th following December 31, 2017, any cash bonus due to Executive under the end of Compensation Program that is tied to the Company’s performance for its fiscal year to which such annual bonus relates ending March 31, 2017 (“Earned FY 2017”) (“Potential Cash Bonus”);. Executive acknowledges and agrees that: (x) the Potential Cash Bonus is subject in all respects to the applicable terms and conditions of the Compensation Program, which terms and conditions are not modified or amended by this Agreement and remain in full force and effect, (y) the amount of any such Potential Cash Bonus, if any, ultimately payable to Executive is dependent upon the Company’s performance during FY 2017, and that Executive shall not have any claim against the Company or any other Company Releasees (in respect of the Potential Cash Bonus or otherwise) due to the Company’s or its common stock’s FY 2017 performance or any impact thereof on the Potential Cash Bonus, and (z) the determination of the Compensation Committee of the Board of Directors of any Potential Cash Bonus, if any, ultimately payable to Executive shall, absent intentional misconduct on the part of the Compensation Committee, be final and binding on Executive. (c) Subject The Company will reimburse Executive for all reasonable outstanding business-related expenses incurred by him prior to achievement the Separation Date that have not previously been reimbursed, subject to the Company’s policies relating to business-related expenses and submission of an itemized expense report reasonably satisfactory to the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred;Company. (d) Any serviceExecutive acknowledges and agrees that, pursuant to the requirements of Section 954 of the Xxxx-based vesting or service requirements with respect to Xxxxx Xxxx Street Reform and Consumer Protection Act (“Section 954”), any equity grant and other long-term incentive award previously granted Potential Cash Bonus, if any, paid to Executive and then outstanding shall become vested and non-forfeitable pursuant to Section 3(b), as well as certain other payments received by Executive prior to the Separation Date to the extent covered by Section 954, may be subject to “clawback” in the event the Company is required to prepare an accounting restatement of its applicable financial statements due to the Termination Date and Company’s material noncompliance with applicable financial reporting requirements. Executive agrees to promptly return to the Company the amount of any performance-based equity grant and other long-term incentive award previously granted compensation paid to Executive that is required to be forfeited in accordance with Section 954. (e) Executive acknowledges and then outstanding agrees that has not been earned the Separation Payment, Potential Cash Bonus, and COBRA Reimbursement Payments (as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documentsdefined below) are paid (or, as applicable, pursuant to which such awards were granted; (epayable) An amount equal to two hundred percent (200%) in consideration of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to covenants made by Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year set forth in which the Termination Date occursthis Agreement, including, without limitation, the average shall be determined for that period covenants set forth in Section 7 of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datethis Agreement.

Severance Payments. If Executive’s employment with 6.1 Subject to Section 6.2 hereof, the Company shall pay the Executive the payments described in this Section 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, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof, unless such termination is (i) by the Company for Cause, (ii) by reason of the Executive's death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated during by the Company without Cause (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 a lump sum severance payment, in cash, equal to two (2) times the sum of (i) the greater 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 the Executive's annual base salary in effect immediately prior to the Change in Control, and (ii) the greater of the average of the annual bonuses earned or received by the Executive from the Company or its subsidiaries in respect of the two (2) consecutive fiscal years immediately preceding that in which the Date of Termination occurs or the average of the annual bonuses so earned or received in respect of the two (2) consecutive fiscal years immediately preceding that in which the Change in Control Termination Period other than by reason occurs. (B) Notwithstanding any provision of a Nonqualifying Terminationany annual or long-term incentive plan to the contrary, then 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 provide awarded to the Executive with for a completed fiscal year or other measuring period preceding the following payments Date of Termination under any such plan but which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date or benefits: otherwise has not been paid, and (aii) The Accrued Obligations; (b) Any a pro rata portion to the Date of Termination of the aggregate value of all contingent incentive compensation awards to the Executive for all then uncompleted periods under any such plan, calculated as to each such award by multiplying the award that the Executive would have earned but unpaid annual bonus on the last day of the performance award period, assuming the achievement, at the target level, of the individual and corporate performance goals established with respect to such award, by the fraction obtained by dividing the number of full months and any completed fiscal year that has ended 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) Notwithstanding any provision of the Company's supplemental pension and thrift plans (the "Supplemental Plans") to the contrary, upon the termination of the Executive's employment by the Executive for Good Reason or by the Company, in either case at any time following the occurrence of a Change in Control and during the term of this Agreement, the Executive shall be deemed to have an additional twenty-four (24) months of benefit credit under each of the Supplemental Plans and shall be entitled to receive such additional credit either (1) as part of the benefit otherwise payable under the Supplemental Plan or (2) as a lump sum. (D) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving immediately prior to the Notice of Termination Date(without giving (E) If the Executive would have become entitled to benefits under the Company's post-retirement health care or life insurance plans had the Executive's employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, which amount the Company shall provide such post-retirement health care or life insurance benefits to the Executive commencing on the later of (i) the date that such coverage would have first become available and (ii) the date that like benefits described in subsection (D) of this Section 6.1 terminate. (F) From and after the occurrence of Change in Control and notwithstanding any provision in the Company's 1995 Stock Option and Retention Stock Plan (or any agreement entered into thereunder or any successor stock compensation plan or agreement thereunder) to the contrary, any Option held by the Executive shall be paid at fully exercisable and any restriction on any Retention Share held by the Executive shall lapse or be deemed fully satisfied, as applicable. (A) Whether or not the Executive becomes entitled to the Severance Payments, if 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 (B) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such time annual bonuses Excise Tax, (i) all of the Total Payments shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, unless in the opinion of tax counsel (the "Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm (the "Auditor") which was, immediately prior to the Change in Control, the Company's independent auditor, such other 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, (ii) 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 Tax Counsel, such excess parachute payments (in whole or part) represent 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, or are generally otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of section 280G(d)(3) and (4) of the Code. Prior to the payment (C) In the event that (i) amounts are paid to other senior executives the Executive pursuant to subsection (A) of this Section 6.2, and (ii) 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 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 by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company Groupshall make an additional Gross-Up Payment to the Executive in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess and such portion) at the time that the amount of such excess is finally determined. 6.3 The payments provided for in subsections (A), (B) and, if applicable, (C) of Section 6.1 hereof and Section 6.2 hereof shall be made not later than the fifth day following the Date of Termination; provided, however, that if the amounts of such payments, or, if applicable, the Excise Tax, 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 Executive or, in the case of Gross-Up Payments under Section 6.2 hereof, in accordance with Section 6.2 hereof, 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 6.4 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing in good faith any issue relating to the termination of the Executive's employment following a Change in Control (including a termination of employment following a Potential Change in Control if the Executive alleges in good faith that such termination will be deemed to have occurred following a Change in Control pursuant to the second sentence of Section 6.1 hereof) 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 as such fees and expenses are incurred by the Executive, but in no event later than March 15th following the end five (5) business days after delivery of the fiscal year to which Executive's written requests for payment accompanied with such annual bonus relates (“Earned Bonus”); (c) Subject to achievement evidence of the applicable performance conditions for the fiscal year of fees and expenses incurred as the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Datereasonably may require.

Severance Payments. If Executive’s Employee's employment with the Company is under this agreement and this agreement are terminated during the Change in Control Termination Period other than because of Employee's death or Total Disability or by reason ROAC by virtue of a Nonqualifying TerminationTermination Without Cause under Section 6(c) hereof, then in consideration thereof and as liquidated damages incurred by Employee because of such termination and not as a penalty, Employee agrees to accept and ROAC agrees to pay to Employee, as Employee's sole entitlement because of the Company shall pay or provide Executive with Termination Without Cause, severance payments (the "Severance Payment") pursuant to the following payments or benefits: (a) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior schedule: Termination Without Cause Severance Payment Equal to: during the: First Year of the Term: $840,000 Second Year of the Term: $700,000 Third Year of the Term $560,000 Fourth Year of the Term $420,000 Fifth Year of the Term Severance Payment Equal to the Termination Datesum of: the balance of Annual Base Salary owed from date of termination to end of 5th year and $280,000 In addition, which amount shall be paid ROAC agrees that if at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year Term of this agreement, ROAC does not offer Employee an Employment Agreement for at least an additional two (2) years at a Base Annual Salary equal to which such annual bonus relates Employee's Annual Base Salary in the fifth (“Earned Bonus”); (c5th) Subject to achievement of the applicable performance conditions for the fiscal year of the Company Term, but having other provisions deemed necessary, appropriate and in ROAC's best interests, none of which Executive’s termination occurs will necessarily be similar or the same as the other provisions of this agreement (disregarding the "New Agreement") then ROAC will pay a $280,000 severance payment payable monthly as hereinafter indicated to Employee; provided however, that if ROAC offers such a New Agreement and Employee does not accept it no such additional $280,000 will be paid to Employee and no other severance payment will be due Employee under the New Agreement, irrespective of how it may be terminated thereafter by either party to it or upon its nonrenewal at the end of its term. Employee agrees that any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall Severance Payments payable under this Section may be paid at such time annual bonuses are generally paid to other senior executives the rate of $11,667 per month, commencing on the Company Group, but in no event later than March 15th following the last first day of the fiscal year month after the month in which the Termination Date occurred; (d) Any service-based vesting Without Cause occurs or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date day of each the month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee end of the Company Term of this agreement. Employee further agrees that no Severance Payments are due to Employee under this Section if Employee's employment is terminated because of Employee's death, Total Disability, Termination With Cause or Voluntary Termination. Employee, in consideration of the payment of the severance payments set forth in this Section 8, hereby waives and releases, all members of the Swenxxx Xxxporate Group from any and all lawsuits, claims, damages, expenses, costs, (excluding, for purposes including attorneys fees) which Employee may incur or suffer because of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Employee's Termination DateWithout Cause.

Severance Payments. If a. Upon termination of the Executive’s employment with for Just Cause, the Company Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive’s employment: (i) for death; or (ii) by the voluntary termination of the employment of the Executive by the Executive pursuant to Section 11(c) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Variable Compensation earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section 11(c) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination. Notwithstanding anything to the contrary in Section 12.b below, the Executive shall not be entitled to any Variable Compensation earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 11(c) hereof. b. If the Executive’s employment is terminated during by the Change in Control Termination Period Corporation for any other reason other than by reason the reasons set forth in Section 12(a), the Executive shall be entitled to receive, for the number of a Nonqualifying Terminationmonths of severance payments set forth in the chart on Exhibit 1, then all of the Company shall pay or provide Executive with health and dental benefits (other than disability benefits, accidental death and dismemberment benefits and life insurance benefits) that he received from the following payments or benefitsCorporation immediately prior to the termination, PLUS: (ai) The Accrued ObligationsAll outstanding base salary earned before the Date of Termination, less any amounts that the Executive received in connection with benefits paid or payable as a result of Disability if applicable; (bii) Any Variable Compensation which has been earned but unpaid by the Executive before the Date of Termination calculated on a pro rata basis based on the number of months in the current bonus period up to and including the Date of Termination ((pro rata Variable Compensation = annual bonus with respect VC target / 12) x the number of months in the then-current VC period up to any completed fiscal year that has ended prior to and including the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives Date of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”Termination); (ciii) Subject to achievement of Additional payments based on the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by length of service with the Compensation Committee of negative discretion)Company, payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect calculated as Executive’s monthly base salary for the number of days months set forth in the chart on Exhibit 1, less any amounts received by and/or payable to Executive was employed during such fiscal year, which amount shall be in connection with benefits paid at such time annual bonuses are generally paid to other senior executives or payable as a result of the Company GroupDisability if applicable (for purposes of this section 12.b.(iii), but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredExecutive’s service start date is 6/1/2006); (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eiv) An amount equal to two hundred percent (200%) 1/12 of the sum Variable Compensation payments earned by Executive during the bonus year preceding the current VC year times the number of (i) months referred to in the chart on Exhibit 1, based on Executive’s then-current base salary and (ii) length of service with the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DateCompany; and (fv) To the extent permitted by applicable law All outstanding and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen accrued vacation pay. (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost vi) All properly incurred and the premium cost reasonable business expenses owing to Executive as if Executive were an employee of the Company Date of Termination; and If, at the Date of Termination, there were any memberships in any clubs, social or athletic organizations paid for by the Corporation pursuant to Schedule B hereof at the Date of Termination, the Corporation will not take any action to terminate such memberships but will not renew any such membership that expires or reimburse the Executive for any further payments thereunder. Any amounts due hereunder on account of severance in 12.b.(iii) and 12.b.(iv) above shall be paid by the Corporation to the Executive on a monthly basis commencing 30 days following the Date of Termination and not in a lump sum. c. Except as expressly stipulated in Sections 11(c) or 14 hereof or in this Section 12(d), any options which have not vested as of the Date of Termination (excludingbeing in the case where the Corporation gives notice, the date specified by the Corporation as the date on which the Executive’s employment will terminate) shall terminate and be of no further force and effect as of the Date of Termination and neither any period of notice nor any payment in lieu thereof upon termination of employment hereunder shall be considered as extending the period of employment for the purposes of calculating costvesting of options notwithstanding anything to the contrary in any other agreement between the Corporation and the Executive. Notwithstanding anything contained in this Section 12, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event of termination by the Corporation other than for Just Cause, the Executive shall have the right to exercise any options which are vested as at the Date of Termination for the 90 Day Period (as defined in Section 11(c). Any unvested options which would have otherwise vested during such 90 Day Period shall continue to vest during that period and to the extent any unvested options have vested during such 90 Day Period, the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was shall also be entitled to receive immediately prior exercise those options within a rolling 90 day period after the date of vesting of such options, which period will not exceed 180 days following the Date of Termination. In addition, notwithstanding anything contained in this Section 12 or elsewhere in this Agreement, in the event of termination due to death of the Executive, the estate of the Executive shall be entitled, at any time during the period which is 12 months following the date of death of the Executive (the “12 Month Period”), to exercise any options which have vested as at the date of death of the Executive. In addition, any unvested options which would have otherwise vested during such 12 Month Period shall continue to vest during that period and to the Termination Dateextent of any unvested options have vested during such period, the Executive’s estate shall be entitled to exercise those options within a period which starts on the day of vesting and ends 12 months from the date of death of the Executive. For purposes of greater certainty, if the Executive is terminated for Just Cause, Death or if the Executive’s employment hereunder is terminated by the Executive pursuant to Section 11(c) then no payment whatsoever shall be made to the Executive under this Section.

Severance Payments. If a. Upon termination of the Executive’s employment with for Just Cause, the Company Executive shall not be entitled to any severance or other payment other than Annual Base Salary earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination and all outstanding and accrued vacation pay to the Date of Termination. Upon termination of the Executive’s employment: (i) for death; or (ii) by the voluntary termination of the employment of the Executive by the Executive pursuant to Section 11(c) hereof, the Executive shall not be entitled to any severance or other payment other than Annual Base Salary and any Performance Bonus earned by the Executive before the Date of Termination calculated pro rata up to and including the Date of Termination (which under Section 11(c) shall be as defined therein) and all outstanding and accrued vacation pay to the Date of Termination. Notwithstanding anything to the contrary in Section 12.b below, the Executive shall not be entitled to any Performance Bonus earned by the Executive before the Date of Termination unless the Executive gives the Corporation the advanced written notice required by Section 11(c) hereof. b. If the Executive’s employment is terminated during by the Change in Control Termination Period Corporation for any other reason other than by reason the reasons set forth in Section 12(a), the Executive shall be entitled to receive, for the number of a Nonqualifying Terminationmonths of severance payments set forth in the chart on Exhibit 1, then all of the Company shall pay or provide Executive with health and dental benefits (other than disability benefits, accidental death and dismemberment benefits and life insurance benefits) that he received from the following payments or benefitsCorporation immediately prior to the termination, PLUS: (ai) The Accrued ObligationsAll outstanding base salary earned before the Date of Termination, less any amounts that the Executive received in connection with benefits paid or payable as a result of Disability if applicable; (bii) Any Performance Bonus which has been earned but unpaid by the Executive before the Date of Termination calculated on a pro rata basis based on the number of months in the current bonus period up to and including the Date of Termination ((pro rata Performance Bonus = annual Performance Bonus target / 12) x the number of months in the then-current bonus with respect period up to any completed fiscal year that has ended prior to and including the Termination Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives Date of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”Termination); (ciii) Subject to achievement of Additional payments based on the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by length of service with the Compensation Committee of negative discretion)Company, payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect calculated as Executive’s monthly base salary for the number of days months set forth in the chart on Exhibit 1, less any amounts received by and/or payable to Executive was employed during such fiscal year, which amount shall be in connection with benefits paid at such time annual bonuses are generally paid to other senior executives or payable as a result of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurredDisability if applicable; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eiv) An amount equal to two hundred percent (200%) 1/12 of the sum Performance Bonus payments earned by Executive during the bonus year preceding the current bonus year times the number of (i) months referred to in the chart on Exhibit 1, based on Executive’s then-current base salary and (ii) length of service with the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination DateCompany; and (fv) To All outstanding and accrued vacation pay. If, at the extent permitted Date of Termination, there were any memberships in any clubs, social or athletic organizations paid for by applicable law the Corporation pursuant to Schedule A hereof at the Date of Termination, the Corporation will not take any action to terminate such memberships but will not renew any such membership that expires or reimburse the Executive for any further payments thereunder. Any amounts due hereunder on account of severance in 12.b.(iii) and without penalty 12.b.(iv) above shall be paid by the Corporation to the CompanyExecutive on a monthly basis commencing 30 days following the Date of Termination and not in a lump sum. c. This section intentionally deleted. d. Except as expressly stipulated in Sections 11(c) or 14 hereof or in this Section 12(d), subject to any options which have not vested as of the Date of Termination (being in the case where the Corporation gives notice, the date specified by the Corporation as the date on which the Executive’s election employment will terminate) shall terminate and be of COBRA continuation coverage under no further force and effect as of the Company’s group health plan, on Date of Termination and neither any period of notice nor any payment in lieu thereof upon termination of employment hereunder shall be considered as extending the first regularly scheduled payroll date period of each month employment for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal purposes of vesting of options notwithstanding anything to the difference contrary in any other agreement between Executive’s monthly COBRA premium cost the Corporation and the premium cost to Executive as if Executive were an employee of the Company (excludingExecutive. Notwithstanding anything contained in this Section 12, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event of termination by the Corporation other than for Just Cause, the Executive shall have the right to exercise any options which are vested as at the Date of Termination for the 90 Day Period (as defined in Section 11(c). Any unvested options which would have otherwise vested during such 90 Day Period shall continue to vest during that period and to the extent any unvested options have vested during such 90 Day Period, the Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was shall also be entitled to receive immediately prior exercise those options within a rolling 90 day period after the date of vesting of such options, which period will not exceed 180 days following the Date of Termination. In addition, notwithstanding anything contained in this Section 12 or elsewhere in this Agreement, in the event of termination due to death of the Executive, the estate of the Executive shall be entitled, at any time during the period which is 12 months following the date of death of the Executive (the “12 Month Period”), to exercise any options which have vested as at the date of death of the Executive. In addition, any unvested options which would have otherwise vested during such 12 Month Period shall continue to vest during that period and to the Termination Dateextent of any unvested options have vested during such period, the Executive’s estate shall be entitled to exercise those options within a period which starts on the day of vesting and ends 12 months from the date of death of the Executive. For purposes of greater certainty, if the Executive is terminated for Just Cause, Death or if the Executive’s employment hereunder is terminated by the Executive pursuant to Section 11(c) then no payment whatsoever shall be made to the Executive under this Section.

Severance Payments. If Executive’s Provided that (A) you have not voluntarily terminated employment with the Company is terminated during prior to the Change Departure Date, (B) you remain available to perform services upon the Company’s request through the Departure Date, (C) you have not commenced employment with another entity prior to the Departure Date, (D) you are not otherwise in Control Termination Period other than by reason violation of the terms of this Separation Agreement and (E) you execute a Nonqualifying TerminationGeneral Release and Waiver on, and effective as of, the Departure Date, in the form attached to this Agreement as Exhibit B and do not revoke such General Release and Waiver, then you and the Company agree that the Company shall pay to you the payments identified in this Section 5. You agree that these payments are in lieu of any and all amounts that you might otherwise claim from the Company or any affiliate, including but not limited to any and all amounts payable pursuant to your Employment Agreement, and you hereby waive any claim of right to any payment, right or benefit other than those set forth in this Separation Agreement or any vested plan benefit under a plan maintained by the Company or Parent. Provided that you have executed and delivered to the Company the General Release and Waiver prescribed herein on the Departure Date, and provided further that the statutory period during which you are entitled to revoke the General Release and Waiver has expired without revocation by you, the Company will provide Executive with you the following payments or benefitsfollowing: (a) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to a. $1,832,000, less tax and payroll withholding required by law, as set forth on Exhibit C hereto, payable in a lump sum as soon as practicable following the Termination Departure Date, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Departure Date; and (f) To b. An amount to compensate you for all accrued and unused vacation time as of the extent permitted by applicable law and without penalty to Departure Date consistent with the Company’s policies and procedures as set forth in the Company’s employee handbook, subject to Executive’s election which amount will be payable in a lump sum as soon as practicable following the Departure Date, but no later than the sixtieth (60th) day following the Departure Date. c. Notwithstanding the terms of COBRA continuation coverage any applicable award agreements, for so long as you remain in full compliance with the obligations set forth in in Sections 6, 7, 8, 9 and 10 below and conditioned on such continued compliance, all of your outstanding and unvested restricted shares or restricted stock units granted under the Company’s group health planLong-Term Equity Compensation Plan (a complete list of which is attached hereto as Exhibit D), determined as of the Departure Date, shall continue to vest on the first regularly scheduled payroll date of each month for applicable dates set forth in the eighteen (18)-month period commencing after the Termination Dateapplicable award agreements granting such shares, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee no termination of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Dateemployment or service had occurred.

Severance Payments. Subject in all events to the provisions of Section 3(c)(ii)(f) above: (a) If the Executive’s employment with shall be terminated by the Company is terminated during without Cause pursuant to Section 4(a)(iv), or by the Change in Control Termination Period other than by reason of a Nonqualifying TerminationExecutive’s resignation for Good Reason pursuant to Section 4(a)(v), then the Company shall pay or provide the Executive with the following payments or and benefits: , subject to Section 12; provided, however, that payments and benefits provided pursuant to this Agreement shall be contingent upon the Executive’s execution and expiration of the revocation period without revocation, within sixty (a60) The Accrued Obligations; (b) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended prior to days following the Termination Dateeffective Date of Termination, which amount of a general waiver and release of claims by the Executive against the Company and its affiliates substantially in the form attached hereto as Exhibit B, and such amounts shall be paid at such time annual bonuses are generally paid or commence to other senior executives of the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event (unless due later than March 15th following the last day of the fiscal year in which the Termination Date occurred; (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (eSection 12(b)) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Date of Termination Date; and(with a lump sum payment of any installments due prior to such date paid as part of the initial payment): (fi) To the extent permitted by applicable law and without penalty a payment equal to the Benefit Amount; provided, however, that such severance payment shall be in lieu of notice or any other benefits to which the Executive might otherwise be entitled. The payment shall be paid in equal installments over the Severance Period, in accordance with the normal payroll practices of the Company, subject to Executive’s election of COBRA continuation coverage under ; (ii) the Annual Bonus for the year in which such termination occurs (based on the Company’s group health planperformance in relation to the applicable performance targets, on as determined in good faith by the first regularly scheduled payroll date of each month for Compensation Committee), multiplied by the eighteen Pro-Rate Factor (18)-month period commencing after as applicable to the Termination Date, Executive’s employment with the Company will pay Executive an Company) and paid at such time as the Annual Bonus would otherwise have been paid; (iii) a monthly amount equal to the difference between Executive’s monthly applicable COBRA premium cost premiums for the Executive and dependents including medical, dental and prescription drug coverage for the premium cost to Executive as if Executive were an employee and dependents for the period from the Date of Termination until the earlier of (i) the end of the Company Severance Period or (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in ii) the event that date on which the Executive becomes eligible to receive health comparable benefits from another a subsequent employer (the “Covered Period”); provided, however, that if there are substantially similar any delayed payment requirements for the first sixty (60) days or six (6) months after the Date of Termination, the amounts for such period shall be payable in lump sum immediately after the end of the delay; and (b) Upon a termination of the Executive’s employment pursuant to those Executive was Section 4(a)(i) the Executive’s estate will receive payment of the Benefit Amount, paid in a lump sum within thirty (30) days after the date of such event. The Company may, at its election and at its own expense, obtain insurance to pay such Benefit Amount. In addition to the foregoing, Executive’s estate will be entitled to the payments described in Sections 5(a)(ii) and (iii). (c) Upon a termination of the Executive’s employment pursuant to Section 4(a)(ii), the Executive will receive immediately prior payment of the Benefit Amount, paid in equal installments over a period of twenty-four (24) months beginning on the date of the Disability, furnished to the Termination DateExecutive pursuant to a Disability salary continuation benefit program to be maintained by the Company. In addition to the foregoing, Executive will be entitled to the payments described in Sections 5(a)(ii) and (iii).

Severance Payments. If the Executive’s 's employment with the Company is terminated during the following a Change in Control Termination Period and during the Term, other than (A) by the Company for Cause, (B) by reason of a Nonqualifying Terminationdeath or Disability, or (C) by the Executive without Good Reason, then the Company shall pay or provide the Executive with 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 or benefitsand benefits to which the Executive is entitled under Section 5 hereof: (ai) The Accrued Obligations; 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 1.5 times the sum of (bx) Any earned but unpaid annual bonus with respect to any completed fiscal year that has ended the Executive's base salary as in effect immediately prior to the Date of Termination Dateor, which amount shall be paid at such time if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (y) the Executive's target annual bonuses are generally paid bonus pursuant to other senior executives of any annual bonus or incentive plan maintained by the Company Group, but in no event later than March 15th following the end of the fiscal year to which such annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs (disregarding any subjective performance goals and any other exercise by the Compensation Committee of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurredoccurs the Date of Termination or, pro-rated to reflect the number of days Executive was employed during such fiscal yearif higher, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day respect of the fiscal year in which occurs the Termination Date occurred;Change in Control. (dii) Any service-based vesting or service requirements with respect For the two year period immediately following the Date of Termination, the Company shall arrange to any equity grant and other long-term incentive award previously granted to provide the Executive and then outstanding 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 become vested 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 non-forfeitable 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 Termination 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 any performance-based equity grant and other long-term incentive award previously granted to Executive and all then outstanding that has not been earned as restricted shares of stock of the Termination Date 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 earned at 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 pro-rata amount based 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 actual performance 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 performance period as Board without regard to the restrictions on such shares of stock). (v) The Company shall pay to the Termination Date, andExecutive a lump sum amount, in other respectscash, such awards shall be governed equal to the Executive's target annual bonus under any bonus plan maintained by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) Company in respect of the sum of (i) Executive’s then-current base salary and (ii) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in which occurs the Date of Termination Date occursmultiplied by a fraction, the average 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 determined for that period of fiscal yearsdeemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if any(x) the Executive's employment is terminated by the Company without Cause (whether or not a Change in Control ever occurs) and, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on at the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election time of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Datesuch termination, the Company will pay is a party to a written agreement the consummation of which would constitute a Change in Control, or (y) the Executive an amount equal to terminates his employment for Good Reason (whether or not a Change in Control ever occurs) and, both at the difference between Executive’s monthly COBRA premium cost time the event occurs that constitutes Good Reason and at the premium cost to Executive as if Executive were an employee time of such termination, the Company (excluding, for purposes of calculating cost, is a party to such an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Dateagreement.

Severance Payments. If 6.1 Subject to Section 6.2 and Section 6.3 hereof, if the Executive’s employment with the Company is terminated during the following a Change in Control Termination Period and during the Term either by the Company or by the Executive, other than (a) by the Company for Cause, (b) by reason of death or Disability, or (c) by the Executive without Good Reason, (any such employment termination being hereafter sometimes referred to as a Nonqualifying “Compensable Termination”), 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 Sections 5 and 6.3 hereof. Notwithstanding the foregoing, the Executive shall not be eligible to receive any payment or provide benefit provided for in this Section 6.1 unless the Executive with shall have executed a release substantially in the following payments form of Exhibit A hereto effective as of the date of the Compensable Termination or benefits:a date subsequent thereto and shall not have revoked said release. The Severance Payments are in lieu of any severance benefits that would otherwise be payable or provided pursuant to any severance plan or practice of the Company. (ai) The Accrued Obligations; (b) Any earned but unpaid Company shall pay the Executive, at the time provided in Section 6.2 below, his annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination, the amount of such bonus to be determined by the Compensation Committee of the Board on a basis no less favorable to the Executive than its bonus determinations with respect to any completed fiscal year that has ended the Executive prior to the Termination DateChange in Control, unless the Committee made no bonus determinations with respect to the Executive before the Change in Control, in which amount shall be paid at such time annual bonuses are generally paid case on a basis no less favorable to the Executive than its bonus determinations with respect to other senior executives of comparable rank before the Change in Control. (ii) The Company Groupshall pay the Executive, but at the time provided in no event later than March 15th following the end of the fiscal year to which such Section 6.2 below, a prorated annual bonus relates (“Earned Bonus”); (c) Subject to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs the Compensable Termination occurs, such prorated bonus to be determined by multiplying the “Applicable Average Bonus” as defined below in this subsection (disregarding any subjective performance goals and any other exercise ii) by a fraction the Compensation Committee numerator of negative discretion), payment of the annual bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect shall be the number of days Executive was employed during elapsed in such fiscal year, which amount shall be paid at such time annual bonuses are generally paid to other senior executives of the Company Group, but in no event later than March 15th following the last day of the fiscal year in which the Termination Date occurred; through (d) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the Termination Date and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the Termination Date shall be earned at a pro-rata amount based on the actual performance for the performance period as of the Termination Date, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; (e) An amount equal to two hundred percent (200%) of the sum of (i) Executive’s then-current base salary and (iiincluding) the average annual cash bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an annual cash bonus with respect to any of the three (3) fiscal years immediately preceding the fiscal year in date on which the Termination Date occurs, the average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an annual cash bonus), which amount shall be paid in a lump-sum on the sixtieth (60th) day following the Termination Date; and (f) To the extent permitted by applicable law and without penalty to the Company, subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between Executive’s monthly COBRA premium cost and the premium cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments described herein shall cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Termination Date.the