Common use of Severance Payments Clause in Contracts

Severance Payments. Employee’s employment by the Company may be terminated at any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to be paid in accordance with the Company’s normal payroll process. Notwithstanding the foregoing, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignation.

Severance Payments. Employee’s (1) At any time prior to a Change in Control (as defined below), in the event that (A) Executive's employment by the Company may be terminated at any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without Causeat any time for any reason except (i) for Cause (as defined below) or (ii) due to Executive's death or Disability (as defined below), Employee will or (B) Executive terminates his own employment hereunder for Good Reason (as defined below), then, in either such event, Executive shall be entitled to continued payment of his receive, and the Company shall be obligated to pay, Executive's base salary under Section 3(a) (at without regard to any bonuses or extraordinary compensation) then being paid to him on the rate in effect upon termination), subject Termination Date as salary continuation (pursuant to applicable federal, state, and local income tax deductions, the Company's normal payroll procedures) for a period equal to six (6) consecutive months following the Termination Date. In the event of 12 months Executive's death during such salary continuation period, the Company shall pay the sum of the present value of all remaining payments (using a 5% discount rate) in a single payment to Executive's surviving spouse, if any, or if there is no surviving spouse, to Executive's estate within 60 days of his death. Such severance payments shall be subject to Sections 10 and 11 hereof. Prior to a Change in Control, in the event that Executive's employment is terminated through notice of non-renewal as of the end of the Initial Term of Employment (pursuant to Section 4) or any one-year Renewal Term, Executive shall be entitled to receive, and the Company shall be obligated to pay, Executive's base salary under Section 3(a) (without regard to any bonuses or extraordinary compensation) then being paid in accordance with to him on the Termination Date as salary continuation (pursuant to the Company’s 's normal payroll process. Notwithstanding procedures) for each month following his Termination Date, not to exceed six months, that Executive is (A) not in violation of the foregoing, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by the Company, which will include, among other thingsconfidential information, non-competition and non-solicitation obligations for the duration other covenants of the severance period, Sections 10 and 11 hereof and (yB) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu ofnot employed by another employer, not in addition to, any other severance arrangement maintained as determined by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignation.

Severance Payments. Employee’s In the event that, during the Contract Term, both (a) a Change of Control occurs, and (b) within six (6) months after such Change in Control occurs, the Executive's employment is terminated either (1) by the Company may be terminated at for any time. Upon terminationreason, Employee will other than (A) for Cause (as defined below), (B) as a result of the Executive's death or disability or (C() as a result of the Executive's retirement in accordance with the Company's general retirement policies, or (2) by the Executive for Good Reason, then the Executive shall be entitled to receive from the payment of accrued Company, and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of Executive's option within thirty (30) days after such termination, subject an amount in cash equal to all Annual Base Salary then and thereafter payable hereunder. The Company shall be obligated to maintain in full force and effect for three (3) years after termination or for the terms of any remaining Contract Term (whichever is longer), all employee health and medical benefit plans then and programs in force which the Executive, his family, or enforceable both, were participants immediately prior to termination, provided that such continued participation is possible under applicable law the general terms and applicable to Employeeprovisions of such plans and programs. If such health and medical coverage is not available under current Company plans and programs, and the Company will have no further liability provide substitute coverage of substantially similar content for three (3) years after termination or obligation hereunder by reason of such termination; for the remaining Contract Term (whichever is longer) provided, however, that if Employee’s employment is terminated the Executive becomes eligible to participate in a health and medical benefit plan or program of another employer which covers substantially similar benefits, the Executive shall cease to receive benefits under this subparagraph in respect of such plan or program. All stock options, warrants and other similar rights granted by the Company and then vested or earned shall be immediately granted to Executive without Cause, Employee will be entitled to continued payment restriction or limitation of his base salary (at the rate in effect upon termination), subject to applicable federal, stateany kind, and local income tax deductions, for a period of 12 months to any incentive compensation or portion thereof then earned shall be paid in accordance with the Company’s normal payroll process. Notwithstanding the foregoing, no amount will be paid or benefit a lump sum payment to Executive; provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution incentive compensation has not been earned by Executive at the date of his duties termination but Executive otherwise would have been entitled to incentive compensation at the end of the Company's next fiscal year or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured next period designated by the Company for the determination of incentive compensation for peer executives (the "Bonus Determination Date"), the Company shall pay such incentive compensation to Executive within 10 ten (10) business days after the Bonus Determination Date, pro rated in amount to the date of receiving Employee’s written resignationExecutive's termination. Any amount payable pursuant to this Section, together with any compensation pursuant to Article III that is payable for services rendered through the effective date of termination, shall constitute the sole obligation of the Company payable with respect to the termination of the Executive as provided in this Section.

Severance Payments. Employee’s If the Executive's employment is terminated during the Term (a) by the Company may without Cause (as defined below) or by the Executive for Good Reason (as defined below) or (b) by reason of death or Disability (as 1 QB\42551526.3 defined below), and the Executive executes a separation agreement with a release of claims agreeable to the Company (to the extent the Executive is physically and mentally capable to execute such an agreement), then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in Section 2.2 (the “Severance Payments”). The Company shall pay to the Executive as severance, an amount in cash equal to the sum of (i) the Executive's base salary in effect at the time such termination occurs, to be terminated at any timepaid in equal semi-monthly installments over the Non-Competition Period (as defined below), and (ii) the annual bonus to which the Executive is entitled with respect to the fiscal year in which the termination occurs under the annual bonus plan, currently referred to as the Management Incentive Plan, maintained by the Company in an amount determined as if the Company had achieved 100% of the applicable performance goals set by the Board of Directors of the Company for such fiscal year, which shall be paid in a single lump sum to the Executive on or before the December 31st following the end of such fiscal year in which termination occurs. Upon Notwithstanding the foregoing, if payment in accordance with the preceding sentence would subject the Executive to tax under section 409A of the Internal Revenue Code of 1986, as amended, then payment will be suspended until the first date as of which payment can be made without subjecting the Executive to such tax. For the 12-month period immediately following such termination, Employee will be entitled the Company shall arrange to provide the Executive and Executive's dependents insurance benefits substantially similar to those provided to the payment of accrued Executive and unpaid salary through his dependents by the Company immediately prior to the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject at no greater cost to the terms of any benefit plans then in force or enforceable under applicable law and applicable Executive than the cost to Employee, and the Executive immediately prior to such date. Benefits otherwise receivable by the Executive pursuant to this Section 2.2(b) shall cease immediately upon the discovery by the Company will have no further liability of the Executive's breach of the covenants contained in Sections 5 or obligation hereunder 6 hereof. In addition, benefits otherwise receivable by reason the Executive pursuant to this Section 2.2(b) shall be reduced to the extent benefits of the same type are received by or made available to the Executive during the 12-month period following the Executive's termination of employment (and any such terminationbenefits 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 Employee’s any, of the cost of such benefits to the Executive over such cost immediately prior to the date of termination. If in the period that begins sixty (60) days prior to the occurrence of a Change in Control (or, if earlier, upon the signing of a definitive agreement to enter into an event that actually results in a Change in Control) and ends upon the first anniversary of such Change in Control, QB\42551526.3 Executive's employment is terminated by the Company without CauseCause (and not due to death or Disability) or by Executive for Good Reason (such termination, Employee will a “Change in Control Termination”), and the Executive executes a separation agreement with a release of claims agreeable to the Company (to the extent the Executive is physically and mentally capable to execute such an agreement), then the Executive shall be entitled to continued payment the payments and benefits set forth in Section 2.2 above and in addition, to accelerated vesting of his base salary all unvested outstanding time-based equity awards and all outstanding unvested performance-based equity awards (at target) to Executive; in each case as more fully set forth in the rate in effect upon termination)applicable award agreements and provided that as a condition precedent for Executive to be entitled to these equity awards, subject to she shall comply with the provisions of Section 5 below. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, or local law and local income tax deductions, for a period of 12 months any additional withholding to be paid in accordance with which the Company’s normal payroll processExecutive has agreed. Notwithstanding If the foregoing, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his Executive's employment with the Company; providedCompany terminates during the Term, however, that Employee will the Executive shall not be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties required to seek other employment or a reduction to attempt in his base salary in excess of ten percent, which diminution or reduction is not cured any way to reduce any amounts payable to the Executive by the Company within 10 days of receiving Employee’s written resignationpursuant to this Section 2.

Severance Payments. Employee(a) Upon any termination of the Executive’s employment by the Company may be terminated at any time. Upon terminationwithout Cause or by the Executive for Good Reason, Employee will be entitled the Company shall pay as severance to the Executive an amount (the “Cash Severance Amount”) equal to the greater of (i) the sum of two (2) months of the Executive’s Base Salary in effect immediately prior to the Date of Termination or (ii) the product of (x) one (1) month of the Executive’s Base Salary in effect immediately prior to the Date of Termination, 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 not exceed the sum of twelve (12) 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 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 generally but in no event less frequently than monthly. Any amounts payable pursuant to this Section 6(a) shall not be paid until the first scheduled payment of accrued and unpaid salary through date following the date of such termination. All salary, commissions the release contemplated in Section 6(d) is executed and benefits will cease at the time of such termination, no longer subject to revocation, with the terms first such payment being in an amount equal to the total amount to which the Executive would otherwise have been entitled during the period following the Date of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of Termination if such terminationdeferral had not been required; provided, however, that any such amounts that constitute nonqualified deferred compensation within the meaning of Code Section 409A shall not be paid until the sixtieth (60th) day following such termination to the extent necessary to avoid adverse tax consequences under Code Section 409A, and, if Employee’s employment is terminated by the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months such payments are required to be paid in accordance with so deferred, the Company’s normal payroll process. Notwithstanding the foregoing, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will first payment shall be in lieu of, an amount equal to the total amount to which the Executive would otherwise have been entitled during the period following the Date of Termination if such deferral had not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Companybeen required; provided, howeverfurther, 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 Employee will constitute nonqualified deferred compensation within the meaning of Code Section 409A shall not be paid severance benefits 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 he tenders his written resignation within 30 days 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 a substantial and material diminution the Date of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is Termination if such deferral had not cured by the Company within 10 days of receiving Employee’s written resignationbeen required.

Severance Payments. Employee’s 's employment by the Company may be terminated at any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s 's employment is terminated by the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to be paid in accordance with the Company’s 's normal payroll process. Notwithstanding the foregoing, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s 's written resignation.

Severance Payments. Employee’s With respect to any Transferred Employee whose employment is terminated by Purchaser for any reason other than cause on or before the Company may be terminated at any time. Upon terminationsix-month anniversary of the applicable Transfer Date, Purchaser shall pay to such Transferred Employee will be entitled to the payment amount of accrued and unpaid salary through the date of such termination. All salary, commissions severance compensation and benefits will cease to which such Transferred Employee is entitled under the severance plan or arrangement of Purchaser applicable to similarly situated employees of Purchaser at the time of such termination; provided, subject that this Section 8.7(c) shall not apply to a Transferred Employee who enters into any agreement with Purchaser that provides for a severance payment of any kind upon termination of employment, in which case such agreement shall control with respect to any severance payment obligations of Purchaser, if any); and provided, further, in each case that such Transferred Employee shall be credited for service with Seller and its Affiliates as described in Section 8.7(d). In addition to and notwithstanding any provision herein to the terms contrary, while Sections 8.7(a) and (b) require that offers be made to all Branch Employees, if a Branch Employee does not receive an offer from Purchaser in compliance with Section 8.7(b) and such Branch Employee’s employment with Seller and its Affiliates is terminated by Seller or its applicable Affiliate after the consummation of the transactions contemplated by this Agreement (and in no event later than two (2) months following the Closing Date (or, in the case of any benefit plans Leave Recipient, two (2) months following any later potential Transfer Date contemplated by Section 8.7(a)(ii)) or such later date as may be required to comply with applicable Law (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local Law)), then Purchaser shall reimburse Seller, within thirty (30) days of receipt of an invoice from Seller, for the costs of any severance compensation and benefits (including the costs incurred during any notice period or pay in force or enforceable under applicable law and applicable to Employee, lieu of notice and the Company will have no further liability employer portion of any taxes) payable by Seller to such Branch Employee under the applicable Seller severance plan or obligation hereunder by reason of such termination; arrangement, provided, however, that if that, in the case of each such terminated Branch Employee’s employment is terminated by , such reimbursement amount shall be limited to the Company without Cause, Employee will be entitled costs of any severance compensation and benefits (including the costs incurred during any notice period or pay in lieu of notice and the employer portion of any taxes) payable under the severance plan or arrangement applicable to continued payment similarly situated employees of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to be paid in accordance with the Company’s normal payroll process. Notwithstanding the foregoing, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration Purchaser as of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits date hereof as previously provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignationto Seller.

Severance Payments. Employee’s employment by Within thirty (30) days after the effective date of a Termination Without Cause pursuant to Paragraph 7(b) hereof or a Termination for Good Reason pursuant to Paragraph 7(c) hereof, the Company may be terminated at any time. Upon termination, Employee will be entitled shall pay to the payment of accrued and unpaid salary through the date of such termination. All salaryEmployee a lump sum amount, commissions and benefits will cease at the time of such terminationwithout discount, subject equal to the terms greater of any benefit plans then (a) the Base Salary which would have been payable to the Employee for the remainder of the Term of this Agreement, (b) the Base Salary which would have been payable to the Employee had this Agreement remained in force effect for a period of one year after such termination of employment, assuming the case of (a) or enforceable under applicable law and applicable to (b) that Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without Cause, Employee will be entitled to continued payment of his base salary ('s Base Salary remained at the rate in effect upon prior to such termination. In addition, all share options and restricted share awards shall accelerate and vest as of the date of termination. If in the opinion of tax counsel ("Tax Counsel") selected by the Employee and reasonably acceptable to the Company, the Employee has or will receive any compensation or recognize any income (whether or not pursuant to this Agreement or any plan or other arrangement of the Company and whether or not the Employee's employment with the Company has terminated) which constitute an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended ("Code") (or for which a tax is otherwise payable under section 4999 of the Code), then the Company shall pay to the Employee an additional amount (the "Additional Amount") equal to the sum of (i) all taxes payable by the Employee under Code section 4999 with respect to all such excess parachute payments (or payments otherwise subject to applicable tax under 4999 of the Code) and the Additional Amount, plus (ii) all federal, state, state and local income tax deductionstaxes payable by the Employee with respect to the Additional Amount. Upon written request for payment by the Employee, for detailing in a period fashion reasonably acceptable to the Company the amount payable by the Company as the Additional Amount, the Company shall have 15 days to verify the calculations presented by the Employee (the "Verification Period"). After the end of 12 months the Verification Period, the Company shall have 15 days to pay the Employee the Additional Amount. If the Company disputes the submission materials submitted by the Employee, written notification of the dispute shall be paid in accordance with provided to the Company’s normal payroll processEmployee within three days of the end of the Verification Period. Thereafter, a third-party, acceptable to both the Company and the Employee, shall be selected to resolve the dispute and shall sign as preparer of the Employee's return. Notwithstanding the foregoing, no amount will be paid or benefit provided all payments under this paragraph unless and until (x) Employee executes and delivers a general release of claims against Paragraph 8 shall be made prior to or on the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration date of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignation's termination.

Severance Payments. Employee’s employment by If the Company may be terminated at any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if EmployeeExecutive’s employment is terminated (i) by the Company without CauseCause or (ii) by the Executive for Good Reason, Employee will be entitled in addition to continued payment of his base salary the Accrued Compensation, the Company shall also be obligated to make a series of monthly payments to the Executive for a period of twenty-four (24) months immediately following the Termination Dates; provided, further, that the first monthly payment shall be made on the first payroll period after the sixtieth (60th) day following the Termination Date and shall include payment of any amounts that would otherwise be due prior thereto. Each monthly payment shall be equal to one-twelfth (1/12th) of the sum of (x) the Executive’s annual Base Salary, as in effect on the Termination Date, plus (y) the amount equal to the (i) sum of the Executive’s Bonus for the three prior years divided by (ii) three. Executive shall also be permitted, to the extent permitted under applicable law, to continue to participate at the rate Company’s expense in effect upon termination)all benefit and insurance plans, subject coverage and programs in which he was participating immediately prior to applicable federal, state, and local income tax deductionsthe Termination Date, for a period of 12 months one (1) year from the Termination Date (Executive will reasonably cooperate with the Company to be paid facilitate the continuation of such benefits, including, without limitation, electing “COBRA” coverage as required by the Company); provided, for the avoidance of doubt, that the Company may modify the continuation coverage contemplated by this Section 5(b) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) including instead making cash payments to the Executive over the same period in accordance with monthly installments in an amount equal to the Company’s normal payroll processportion of the monthly cost of providing such benefits for such period. Notwithstanding Executive shall not be required to mitigate the foregoing, no amount will be paid of any payment or benefit provided under contemplated by this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignationparagraph.

Severance Payments. EmployeeCommencing within thirty (30) days following the Separation Date, pay Executive severance equal to twelve (12) months of Executive’s employment by the Company may be terminated at any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon terminationon the Separation Date), subject to applicable federal, state, less legally required withholding and local income tax payroll deductions, for a period of 12 months to which amounts shall be paid on the regular biweekly payroll dates of the Company in accordance with the Company’s normal payroll processpractices in effect on the Separation Date. Notwithstanding Each installment payment made pursuant to this Section 2(g) shall be considered a separate payment for purposes of Section 409A of the foregoingInternal Revenue Code (the “Code”), no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release including, without limitation, for purposes of claims against Treasury Regulation Section 1.409A-2(b)(2)(iii). The obligation of the Company to make severance payments pursuant to this Section 2(g) shall cease, and its subsidiaries the Consulting Period (as defined in Section 3(a)) shall terminate (if not previously terminated), upon Executive’s acceptance of employment or other professional relationship with a form prescribed by competitor of the CompanyCompany (defined as a company or other enterprise engaged in the business of designing, which will includemanufacturing, among other things, distributing and/or selling footwear) or upon a material breach of the terms of this Agreement. Executive agrees to notify the Company in writing promptly upon accepting any such relationship during the Severance Period (as defined in this Section 2(g)). For services provided to any non-competition and non-solicitation obligations for competitor third party as an employee or pursuant to another professional relationship during the duration of twelve (12) month period following the Separation Date (the “Severance Period”), the severance periodpayments paid pursuant to this Section 2(g) shall be mitigated on a dollar-for-dollar basis for any income received by Executive, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will any value attributable to the continued vesting of the Equity Awards (as defined in Section 4) shall not constitute “income” for this purpose and shall not serve to mitigate the severance payments, provided, further, that the severance payments paid pursuant to this Section 2(g) shall not be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution mitigated for income received by Executive for service on the board of his duties directors (or a reduction in his base salary in excess similar governing body) of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignation.any non-competitor third party;

Severance Payments. Employee’s employment 6.1 Subject to Section 6.2 and Section 12(B) hereof, if the Executive has a Separation from Service following a Change in Control and during the Term, and such Separation from Service is an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company may be terminated at other than for Cause or Disability, or is a Separation from Service by the Executive for Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 (“Severance Payments”), in addition to any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions payments and benefits will cease at to which the time of such termination, subject to the terms of any benefit plans then in force or enforceable Executive is entitled under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to be paid in accordance with the Company’s normal payroll processSection 5 hereof. Notwithstanding the foregoing, no amount will the Executive shall not be paid eligible to receive any payment or benefit provided under for in this paragraph Section 6.1 unless the Executive shall have executed and until delivered to the Company within 45 days after the Separation from Service a release (xsubstantially in the form of Exhibit A hereto) Employee executes and delivers a general release in favor of claims against the Company and its subsidiaries in a form prescribed by others set forth on said Exhibit A, relating to all claims or liabilities of any kind relating to the Company, which will include, among other things, non-competition Executive’s employment and non-solicitation obligations for the duration termination of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, howeverand the Executive shall not have revoked such release within 7 days after executing it. Subject to Section 12(B) hereof, that Employee will any payments and benefits that, but for the preceding sentence, may be paid severance benefits if he tenders his written resignation or provided pursuant to the provisions below of this Section 6.1 before the 56th day following the Separation from Service shall be paid or provided on the 56th day following the Separation from Service, unless such payment or benefit may be paid or provided pursuant to the provisions below of this Section 6.1 within 30 a designated period following the Separation from Service that ends more than 56 days following a substantial the Separation from Service, in which case such payment or benefit shall be paid or provided within the portion of such designated period that begins on the 56th day following the Separation from Service and material diminution ends on the last day of his duties or a reduction such designated period, provided in his base salary in excess of ten percent, which diminution or reduction is not cured by each case that the Executive executed the release and delivered it to the Company within 10 the aforementioned 45-day period and did not revoke the release within 7 days of receiving Employee’s written resignationafter executing it.

Severance Payments. Employee’s (1) At any time prior to a Change in Control (as defined below), in the event that (A) Executive's employment hereunder is terminated by the Company may be terminated at any time. Upon terminationtime for any reason except (i) for Cause (as defined below) or (ii) due to Executive's death or Disability (as defined below), Employee will or (B) Executive terminates his own employment hereunder for Good Reason (as defined below), then, in either such event, Executive shall be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employeereceive, and the Company will have no further liability shall be obligated to pay, Executive's base salary under Section 3(a) (without regard to any bonuses or obligation hereunder by reason extraordinary compensation) then being paid to him on the Termination Date as salary continuation (pursuant to the Company's normal payroll procedures) for a period equal to six (6) consecutive months following the Termination Date; provided that if such termination occurs within 120 days following a reduction in Executive's base salary, such salary continuation payments shall be made in an amount equal to Executive's base salary prior to such reduction. In the event of Executive's death during such terminationsalary continuation period, the Company shall pay the sum of the present value of all remaining payments (using a 5% discount rate) in a single payment to the Executive's estate within 60 days of his death. Such severance payments shall be subject to Sections 10 and 11 hereof. Prior to a Change in Control, in the event that Executive's employment is terminated through notice of nonrenewal as of the end of the Initial Term of Employment (pursuant to Section 4) or any one-year Renewal Term, Executive shall not be entitled to receive any severance payments pursuant to the first paragraph of this Section 6(a); provided, however, that if Employee’s employment is terminated by the Company without Cause, Employee will Executive shall be entitled to continued receive a severance payment equal to $14,000 per month for each month following his Termination Date, not to exceed six months, that Executive is (A) not in violation of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to be paid in accordance with the Company’s normal payroll process. Notwithstanding the foregoing, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by the Company, which will include, among other thingsconfidential information, non-competition and non-solicitation obligations for the duration other covenants of the severance period, Sections 10 and 11 hereof and (yB) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu ofnot employed by another employer, not in addition to, any other severance arrangement maintained as determined by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignation.

Severance Payments. Employee’s employment by In exchange for the promises and covenants herein, you shall be paid a total of $469,544.46, less standard deductions and withholdings. In exchange for the promises and covenants herein, your agreement to be available during the next thirty days to aid the Company may in any way reasonably requested, and your waiver of the thirty-day notification requirement of termination set forth in your Employment Agreement, you shall also receive $28,846.15, less standard deductions and withholding. These severance payments shall be terminated at any timepaid to you in a lump sum within three days of the Effective Date of this Agreement. Upon terminationDuring the year following the Effective Date, Employee will be entitled as additional severance compensation, so long as you are not otherwise employed and you observe the provisions of your Employment Agreement, the Company shall also maintain and provide to the payment of accrued and unpaid salary through the date of such termination. All salaryyou, commissions and benefits will cease at the time Company's expense, all fringe benefits provided for in Attachment A of such terminationthe Employment Agreement, subject to the terms of the relevant insurance, benefit or other plans. Such fringe benefits include: any benefit plans then in force or enforceable under applicable law medical and applicable to Employeedental benefits for you and your eligible dependents that you received as an employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated any life insurance paid by the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination), subject to applicable federal, statethat you received as an employee, and local income tax deductionspayment for holidays, for a period of 12 months sick days, personal days and vacation time. All payments made pursuant to be paid in accordance with the Company’s normal payroll process. Notwithstanding the foregoing, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release are made to you in consideration for your observance of claims against all other provisions of the Company and its subsidiaries in a form prescribed by Employment Agreement including, but not limited to, the Company, which will include, among other thingsconfidentiality, non-competition interference and non-solicitation obligations for the duration competition provisions of the severance periodEmployment Agreement. If at any time following the Termination Date you fail to observe the provisions of your Employment Agreement, and (y) such release becomes irrevocableyou shall remit to the Company the amounts that had been paid to you pursuant to this paragraph. Any severance pay or benefits provided under this paragraph will be in lieu of, Such remittance shall not in addition to, any other severance arrangement maintained by limit the Company. No severance benefits will be paid 's remedies and rights in the event that Employee resigns his employment with you fail to observe the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution provisions of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignationyour Employment Agreement.

Severance Payments. Employee’s (1) At any time prior to a Change in Control (as defined below), in the event that (A) Executive's employment by the Company may be terminated at any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without Causeat any time for any reason except (i) for Cause (as defined below) or (ii) due to Executive's death or Disability (as defined below), Employee will or (B) Executive terminates his own employment hereunder for Good Reason (as defined below), then, in either such event, Executive shall be entitled to continued payment of his receive, and the Company shall be obligated to pay, Executive's base salary under Section 3(a) (at without regard to any bonuses or extraordinary compensation) then being paid to him on the rate in effect upon termination), subject Termination Date as salary continuation (pursuant to applicable federal, state, and local income tax deductions, the Company's normal payroll procedures) for a period equal to six (6) consecutive months following the Termination Date. In the event of 12 months to be paid in accordance with the Company’s normal payroll process. Notwithstanding the foregoingExecutive's death during such salary continuation period, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries shall pay the sum of the present value of all remaining payments (using a 5% discount rate) in a form prescribed by the Companysingle payment to Executive's surviving spouse, which will includeif any, among other thingsor if there is no surviving spouse, non-competition to Executive's estate within 60 days of his death. Such severance payments shall be subject to Sections 10 and non-solicitation obligations for the duration of the severance period11 hereof. Prior to a Change in Control, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his Executive's employment with is terminated through notice of non-renewal as of the Company; providedend of the Initial Term of Employment (pursuant to Section 4) or any one-year Renewal Term, howeverExecutive shall be entitled to receive, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignation.shall be obligated to pay, Executive's base

Severance Payments. Employee’s employment 11.1 Upon termination of the Executive's employment: (1) for cause; (2) by the Company may be terminated at any time. Upon terminationvoluntary termination of employment of the Executive, Employee will or (3) by the nonrenewal of this Agreement, the Executive shall not be entitled to any severance payment other than compensation earned by the Executive before the date of termination calculated pro rata up to and including the date of termination. 11.2 If the Executive's employment is terminated for any other reason other than the reasons set forth in subsection 11.1, the Executive shall be entitled to receive the lesser of the total of: (1) 24 months salary at the then applicable base salary rate; together with, (2) the present value, as determined by the Chairman, acting reasonably, of the benefits described in section 4.2 that would be enjoyed by the Executive during the next 24 months assuming his employment was not terminated and assuming the then current level of benefits were continued for those 24 months; together with, (3) the present value, as determined by the Chairman, acting reasonably, of the amount that the Chairman estimates would be the amount payable to the Executive out of the Executive Bonus Pool assuming that the Executive's employment was not terminated until the end of the currant fiscal year and all other participants of the Executive Bonus Pool continued in the employment of the Corporation for the full then current fiscal year; together with, (4) the present value, as determined by the Chairman, acting reasonably, of the amounts that would have been paid by the Corporation or reimbursed to the Executive pursuant to sections 8 and 9 during the next 24 months assuming that his employment had not been terminated; and (5) the salary otherwise payable to the Executive for the unexpired term of this agreement together with the other amounts described in clause 11.2(a) through 11.2(d), mutatis mutandis. 11.3 The payment described in this subsection 11.2 is the only severance payment the Executive will receive in the event of accrued and unpaid salary through the termination of this agreement for reasons contemplated in this subsection 11.2. 11.4 If the Executive's employment is terminated as a result of the permanent disability or death of the Executive, the Executive or his estate, as applicable, shall be entitled to receive within 30 days of the date of such termination. All salary, commissions and benefits will cease at the time balance of such termination, subject the base salary that would otherwise be paid to the terms Executive during the remainder of any benefit plans then in force or enforceable under applicable law and applicable the term of this agreement. The Executive agrees to Employeereasonably comply with all requirements necessary for the Corporation to obtain life insurance for the term of this agreement. 11.5 For the purposes of this section 11, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment whenever a payment is terminated by the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to be paid determined with reference to the remaining term of this agreement, if less than six months remain in accordance with the Company’s normal payroll process. Notwithstanding term of this agreement as contemplated by section 1, the foregoing, no amount will be paid or benefit provided under "remaining term of this paragraph unless and until (x) Employee executes and delivers a general release of claims against agreement" shall include the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration remainder of the severance then existing term of this agreement plus the renewal period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignation.

Severance Payments. Employee’s employment by If the Company may be terminated at any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if EmployeeExecutive’s employment is terminated (i) by the Company without CauseCause or (ii) by the Executive for Good Reason or if this Agreement is not renewed by the Company for an additional Renewal Period after the Initial Renewal Period, Employee will be entitled then in addition to continued payment of his base salary (at the rate in effect upon termination)Accrued Compensation, subject the Company shall also make a series of monthly payments to applicable federal, state, and local income tax deductions, the Executive for a period of 12 twenty-four (24) months immediately following the Termination Date so long as the Executive continues to comply with Sections 9 and 10 hereof; provided, that the payments that otherwise would have been made during the sixty (60) day period after the Termination Date shall be made on the first payroll period after the sixtieth (60th) day following the Termination Date and shall include payment of any amounts that would otherwise be due prior thereto. However, in the event the Executive’s employment is terminated with the Company (or any of its successors or transferees of its assets) within six (6) months prior to or after a “Change of Control” of the Company the monthly payment to be paid in accordance with the Company’s normal payroll process. Notwithstanding the foregoing, no amount will be paid or benefit provided made under this paragraph unless Section 6(b) shall be made for a period of thirty-six (36) months, instead of for the twenty-four (24) month period referred to in the preceding sentence. Each such monthly payment shall be a cash payment and until equal to 1/12th of the of the sum of (x) Employee executes and delivers a general release of claims against Executive’s annual Base Salary, as in effect on the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance period, and Termination Date plus (y) such release becomes irrevocable. Any severance pay the Executive’s average Performance Bonus for the three years immediately prior to the year during which termination occurs provided that for purposes of this Section 6(b), prior to the third anniversary of this Agreement, Executive’s average Bonus shall be deemed to be the greater of (a) $200,000 or benefits provided under this paragraph will be in lieu of(b) the average Performance Bonus for the year(s) (ending prior to the Termination Date), not in addition toif any, any other severance arrangement maintained that the Executive was employed by the Company. No severance benefits will be paid in In addition to the event that Employee resigns foregoing, for such period of time after the Termination Date as the Executive is eligible for, and elects to receive, continuation health care coverage for himself and his employment with the Company; provideddependents under COBRA, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignation.will provide the Executive and his eligible

Severance Payments. EmployeeConditioned upon Executive signing and not revoking this Agreement within the time periods provided in Paragraphs 17 and 18 below, VWR shall (a) continue to pay Executive his current annual salary until the earlier of (i) Executive’s employment voluntary resignation, (ii) termination by VWR for Cause (as defined below), or (iii) the Company may be terminated at any time. Upon terminationEmployment End Date, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions and benefits will cease (b) at the time of such termination, subject to and in the terms of any benefit plans then manner provided for in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by 2007 VWR Management Incentive Plan (the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination“Plan”), subject to applicable federalpay Executive the amount, stateif any, and local income tax deductionshe would have earned under the Plan had he remained a full-time employee through December 31, for a period of 12 months to be paid 2007, in each case in accordance with the CompanyVWR’s normal regular payroll processpractices and as reduced by all payroll deductions required by law and/or authorized by Executive. Notwithstanding the foregoing, no The amount will be of salary and incentive payment paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary to Executive in excess of prorated compensation for Executive’s reduced responsibilities as set forth in Paragraph 2 above shall be referred to herein as the “Severance Payments.” The Severance Payments and the opportunity for continued employment through the Employment End Date shall constitute consideration for the releases and covenants set forth herein. For purposes of this Agreement, Cause shall be defined as the occurrence of any of the following events which, if susceptible to cure, has not been cured within ten percent, which diminution or reduction is not cured (10) days following delivery of written notice by VWR: (i) material failure by the Company within 10 days Executive, after notice thereof, to perform satisfactorily his duties and responsibilities hereunder; (ii) gross negligence, willful misconduct, dishonesty or breach of receiving Employeefiduciary duty to VWR; (iii) the commission of an act of embezzlement of VWR’s written resignationfunds or fraud committed in connection with the Executive’s employment hereunder; (iv) material violation of VWR’s Code of Conduct; (v) the material violation of other rules or policies of the VWR that results in a material direct or indirect loss, damage or injury, monetarily or otherwise, to VWR; (vi) conviction of or plea of nolo contendere to a felony, the effect of which has a material adverse effect on VWR; or (vi) the material breach of any provision of this Agreement.

Severance Payments. Employee’s If the Executive's employment is terminated during the Term (a) by the Company may without Cause (as defined below) or by the Executive for Good Reason (as defined below) or (b) by reason of death or Disability (as defined below), and the Executive executes a separation agreement with a release of claims agreeable to the Company (to the extent the Executive is physically and mentally capable to execute such an agreement), then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in Section 2.2 (the "Severance Payments"). The Company shall pay to the Executive as severance, an amount in cash equal to one hundred percent (100%) of the sum of (i) the Executive's base salary in effect at the time such termination occurs, to be terminated at paid in equal semi-monthly installments over the Non-Competition Period (as defined below), and (ii) the annual bonus to which the Executive is entitled with respect to the fiscal year in which the termination occurs under any timeannual bonus or incentive plan maintained by the company in an amount determined as if the Company had achieved 100% of the applicable performance goals set by the Board of Directors of the company for such fiscal year, which shall be paid to the Executive on or before the December 31st following the end of such fiscal year. Upon Notwithstanding the foregoing, if payment in accordance with the preceding sentence would subject the Executive to tax under section 409A of the Internal Revenue Code of 1986, as amended, then payment will be suspended until the first date as of which payment can be made without subjecting the Executive to such tax. For the 12-month period immediately following such termination, Employee will be entitled the Company shall arrange to provide the Executive and his dependents health insurance benefits substantially similar to those provided to the payment Executive and his dependents by the Company. Executive must elect COBRA coverage and make timely payments in accordance with the terms outlined in the COBRA notice, to receive this benefit. Should Executive elect COBRA, the Company agrees that the Executive and/or eligible members of accrued and unpaid salary through Executive's family shall pay no more than the date of such termination. All salary, commissions and benefits will cease rate charged to its employees by the company at the time of such terminationpayments for a period of twelve (12) months, subject and that the Company shall pay for the employer portion of providing such healthcare coverage. Health benefit contributions pursuant to this Section 2.2(b) shall cease immediately upon the discovery by the Company of the Executive's breach of the covenants contained in Sections 5 or 6 hereof. In addition, Company contributions for health benefits receivable by the Executive pursuant to this Section 2.2(b) shall be QB\42554037.3 reduced to the terms extent benefits of the same type are received by or made available to the Executive during the 12-month period following the Executive's termination of employment (and any benefit plans then in force such benefits received by or enforceable under applicable law and applicable made available to Employee, and the Executive shall be reported to the Company will have no further liability or obligation hereunder by reason of such terminationthe Executive); provided, however, that the Company shall reimburse the Executive for the excess, if Employee’s any, of the cost of such benefits to the Executive over such cost immediately prior to the date of termination. If in the period that begins sixty (60) days prior to the occurrence of a Change in Control (or, if earlier, upon the signing of a definitive agreement to enter into an event that actually results in a Change in Control) and ends upon the first anniversary of such Change in Control, Executive's employment is terminated by the Company without CauseCause (and not due to death or Disability) or by Executive for Good Reason (such termination, Employee will a "Change in Control Termination"), and the Executive executes a separation agreement with a release of claims agreeable to the Company (to the extent the Executive is physically and mentally capable to execute such an agreement), then the Executive shall be entitled to continued payment the payments and benefits set forth in Section 2.2 above, and in addition, to accelerated vesting of his base salary all unvested outstanding time-based equity awards and all unvested outstanding performance-based equity awards (at target) to Executive; in each case as more fully set forth in the rate in effect upon termination)applicable award agreements and provided that as a condition precedent for Executive to be entitled to these equity awards, subject to he shall comply with the provisions of Section 5 below. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, or local law and local income tax deductions, for a period of 12 months any additional withholding to be paid in accordance with which the Company’s normal payroll processExecutive has agreed. Notwithstanding If the foregoing, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his Executive's employment with the Company; providedCompany terminates during the Term, however, that Employee will the Executive shall not be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties required to seek other employment or a reduction to attempt in his base salary in excess of ten percent, which diminution or reduction is not cured any way to reduce any amounts payable to the Executive by the Company within 10 days of receiving Employee’s written resignationpursuant to this Section 2.

Severance Payments. Employee’s employment by In the event of the Executive's Severance, the Company may be terminated at any time. Upon terminationshall, Employee will be entitled within 180 days (except as provided in paragraph 5(a)) from the date of the Executive's Severance, pay and provide to the Executive or, if the Executive has died before receiving all payments to which he has become entitled hereunder, the estate of the Executive, the following: (a) A lump sum cash payment of equal to the Executive's accrued and but unpaid salary and accrued but unused vacation pay shall be made within 30 days from the date of the Executive's Severance. (b) A lump sum payment equal to all deferred or incentive compensation owed to the Executive through the date of such terminationthe Executive's Severance, including, but not limited to, the cash value of any restricted stock, stock options or stock appreciation rights which were forfeited by the Executive upon the Executive's Severance. All salary, commissions and benefits will cease at (c) A lump sum cash payment equal to 2.99 times the time of such termination, subject Executive's base annual salary immediately prior to the terms of any benefit plans then in force or enforceable under applicable law and applicable to EmployeeExecutive's Severance, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment the Executive is terminated age 62 or older, such payment shall be multiplied by a fraction the numerator of which is the number of months (including fractions of a month) from the date of the Executive's Severance to the date of the first day of the calendar month coincident with or next following the date the Executive will have attained age 65, and the denominator of which is 36. (d) For a period commencing with the date of the Executive's Severance, and ending on the first to occur of (i) 36 months thereafter, or (ii) the Executive's attainment of age 65, the Executive shall be eligible to participate in the welfare benefit plans (within the meaning of Sections 3(1) of the Employee Retirement Income Security Act of 1974, as amended), of the Company without Causeor National, Employee will be entitled to continued payment of his base salary (as if the Executive were still employed during such period, at the rate in effect upon termination), subject same level of benefits and at the same dollar cost to applicable federal, statethe Executive as is available to comparable level executives generally, and local income tax deductionsif and to the extent that equivalent benefits shall not or may not be payable or provided under any such plan, for a period of 12 months to be paid the Company shall pay or provide equivalent benefits on an individual basis. The benefits provided in accordance with this paragraph shall be secondary to any comparable benefits provided by another employer. (e) Notwithstanding anything contained herein, should the Company’s normal payroll processExecutive receive any compensation that is subject to Federal income taxation with respect to employment by another entity or employer, or as a result of a consulting agreement or arrangement, for the Employment Period, payments made pursuant to this Agreement shall be correspondingly reduced on a dollar for dollar basis, and, if necessary, the Executive agrees to make restitution to the Company of such amounts. Notwithstanding (f) In the foregoing, no amount will event it shall be paid determined by Independent Tax Counsel that any payment or benefit provided under this paragraph unless hereunder that constitutes a "parachute payment," as defined in section 280G of the Code, would be subject to the excise tax imposed by section 4999 of the Code ("Excise Tax"), then the payment made pursuant to paragraphs 5(b)-5(e) shall be reduced if such reduction would produce a greater after-tax benefit to the Executive than would have been produced had the Excise Tax been imposed. "Independent Tax Counsel" shall mean a lawyer or accountant with expertise in the area of executive compensation tax law, who shall be selected by the Executive and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by shall be reasonably acceptable to the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance period, whose reasonable fees and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will disbursements shall be in lieu of, not in addition to, any other severance arrangement maintained paid by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignation6.

Severance Payments. Employee’s employment by the Company may be terminated at any time. Upon terminationThe Severance Pay set forth in Sections 1.1, Employee will be entitled to the payment of accrued 1.3, 1.8 and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to 1.9 shall be paid in accordance with the Company’s normal regular payroll process. Notwithstanding the foregoing, no amount will be paid practices or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries in a form prescribed by the Companypolicies, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Companyas applicable; provided, however, that Employee in no event: (i) shall the payment of such Severance Pay commence until after the Severance and Settlement Agreement becomes final and binding and (ii) except as set forth otherwise in the second to last sentence of this Section 1.4, shall any element of the Severance Pay be paid earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of any element of the Severance Pay due to the operation of the preceding sentence, then once the conditions to payment of such element have been met such payments will begin in accordance with the Company’s regular payroll practices; provided that any amounts which would have been paid previous thereto but for the delay imposed by the preceding sentence will be paid severance in a lump sum to the Executive as soon as such conditions to payment are met. Any and all applicable federal, state and local taxes and withholdings shall be withheld from any Severance Pay. Notwithstanding the delay on the payment of Severance Pay imposed by subsection (ii) of the first sentence of this Section 1.4, following such time as the Severance and Settlement Agreement becomes final and binding, but prior to the date that is six (6) months following the Executive’s separation from service, the Executive shall be entitled to such of the medical, dental and other benefits if he tenders his written resignation within 30 days following a substantial and material diminution provided by Section 1.3 of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction this Agreement as do not constitute nonqualified deferred compensation subject to Code Section 409A. If the Executive’s employment is not cured terminated by the Company Without Cause or by the Executive for Good Reason, but such termination does not constitute a “separation from service” within 10 days the meaning of receiving Employee’s written resignationCode Section 409A(a)(2)(A)(i), then the Executive will still be entitled to the payments otherwise called for by Section 1.1 of this Agreement, but such payments will be made in the manner called for by this Section 1.4 beginning after such time as the Executive does have a “separation of service”, and the amount of such payments will be computed under Section 1.1 as if the Executive had had a “separation from service” on the date of such termination Without Cause or for Good Reason.”

Severance Payments. Employee’s employment 6.1 Subject to Section 6.2 and Section 12(B) hereof, if the Executive has a Separation from Service following a Change in Control and during the Term, and such Separation from Service is an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A- 1(n)(1)) by the Company may be terminated at other than for Cause or Disability, or is a Separation from Service by the Executive for Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 (“Severance Payments”), in addition to any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions payments and benefits will cease at to which the time of such termination, subject to the terms of any benefit plans then in force or enforceable Executive is entitled under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to be paid in accordance with the Company’s normal payroll processSection 5 hereof. Notwithstanding the foregoing, no amount will the Executive shall not be paid eligible to receive any payment or benefit provided under for in this paragraph Section 6.1 unless the Executive shall have executed and until delivered to the Company within 45 days after the Separation from Service a release (xsubstantially in the form of Exhibit A hereto) Employee executes and delivers a general release in favor of claims against the Company and its subsidiaries in a form prescribed by others set forth on said Exhibit A, relating to all claims or liabilities of any kind relating to the Company, which will include, among other things, non-competition Executive’s employment and non-solicitation obligations for the duration termination of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, howeverand the Executive shall not have revoked such release within 7 days after executing it. Subject to Section 12(B) hereof, that Employee will any payments and benefits that, but for the preceding sentence, may be paid severance benefits if he tenders his written resignation or provided pursuant to the provisions below of this Section 6.1 before the 56th day following the Separation from Service shall be paid or provided on the 56th day following the Separation from Service, unless such payment or benefit may be paid or provided pursuant to the provisions below of this Section 6.1 within 30 a designated period following the Separation from Service that ends more than 56 days following a substantial the Separation from Service, in which case such payment or benefit shall be paid or provided within the portion of such designated period that begins on the 56th day following the Separation from Service and material diminution ends on the last day of his duties or a reduction such designated period, provided in his base salary in excess of ten percent, which diminution or reduction is not cured by each case that the Executive executed the release and delivered it to the Company within 10 the aforementioned 45-day period and did not revoke the release within 7 days of receiving Employee’s written resignationafter executing it.

Severance Payments. After the date of such termination, the Company shall, for a period of six (6) months following the date of such termination, (i) continue to pay the Employee at a rate based on the Employee’s employment by then-current Base Salary and target annual bonus, in installments in accordance with the Company’s standard payroll practices (as in effect immediately prior to such termination), and (ii) pay the Employee and the Employee’s dependents’ COBRA premiums under all Company-sponsored group health plans (other than the Company’s Flexible Spending Account) that such individuals are enrolled in at the time of such termination (unless the Company may be terminated at any time. Upon termination, Employee will be entitled to the determines in its sole discretion that such payment of accrued COBRA premiums could result in the imposition of any addition tax on the Employee, in which case the Company will instead reimburse the Employee for the cost of the Employee’s and unpaid salary through the Employee’s dependents’ COBRA premiums, with such reimbursement to be made within thirty (30) days of the date such premiums are made). In the event such termination occurs within one (1) year following a Change of Control, then such payments and benefits shall continue for a period of six (6) months after the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to be paid in accordance with the Company’s normal payroll process. Notwithstanding the foregoing, no amount will be paid however, (A) payments and benefits under clauses (i) and (ii) shall terminate immediately upon the date the Employee commences to provide services to another entity for compensation, whether present or benefit provided under this paragraph unless deferred, and until (x) the Employee executes and delivers a general release of claims against shall provide the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration with written notice of the severance period, Employee’s acceptance of such a service provider position within three (3) days thereof and (yB) such release becomes irrevocable. Any severance pay benefits under subsection (ii) shall cease on the date that the Employee (or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignationdependents, as applicable) ceases to be eligible for COBRA continuation coverage under the normal COBRA rules.

Severance Payments. Employee’s employment by the Company may be terminated at any time. Upon termination, Employee will be entitled Subject to the payment conditions set forth in Sections 4 and 14 hereof, including Executive’s execution and non-revocation of accrued the Release provided under Section 4(c) hereof and unpaid salary through Executive’s continued compliance with the date of such termination. All salary, commissions covenants and benefits will cease at the time of such termination, subject to the terms of any benefit plans then obligations in force or enforceable under applicable law and applicable to Employee, this Agreement and the Company will have no further liability or obligation hereunder by reason of such termination; providedRelease, however, Executive shall receive the following (the “Severance Payments”) in the event that if EmployeeExecutive’s employment is terminated by the Company without CauseCause or Executive resigns for Good Reason (x) an amount equal to 3.0 times Executive’s Annual Total Cash Compensation, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to which shall be paid to Executive on the first regularly scheduled payroll date of the Company that occurs on or following the 60th day after the date of termination (the “Payment Date”); (y) continued vesting of any then-unvested time- and performance-based restricted stock units in respect of JHG common stock in the event of termination by the Company without Cause or by the Executive with Good Reason (each as defined in this Agreement) in accordance with the Companyvesting schedule in the applicable award agreement; and (z) on the Payment Date (A) any unpaid portion of Executive’s normal payroll processvariable compensation (with no negative discretion applied and any individual or subjective goals deemed met at target performance) from a completed fiscal year and (B) a lump sum cash payment equal to the product of (A) the Target Cash Bonus and (B) a fraction, the numerator of which is the number of days in the bonus year through the date of termination and the denominator of which is 365. Notwithstanding the foregoingThe Severance Payments hereunder shall be in lieu of any other severance payments to which Executive would be entitled pursuant to any other severance plans, no amount will be paid programs, arrangements, or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release policies of claims against the Company and its subsidiaries in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance periodshall be considered a part of, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained amounts that may be payable to Executive under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. Notwithstanding any provision of the DIP or otherwise to the contrary, all provisions of the DIP that apply upon a termination by the CompanyCompany without Cause shall also apply upon a resignation for Good Reason. No Severance Payments or other termination or severance payments, benefits will or indemnities shall be paid to Executive in the event that Employee the Company terminates Executive’s employment for Cause or if Executive resigns from his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignation.without Good Reason. ​

Severance Payments. Employee’s The Company may terminate Executive's employment by at any time with or without Cause (as defined below). If during the Employment Term, Executive's employment with the Company may be terminated at any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without CauseCause (which right the Company shall have at any time during the Employment Term) and other than as a result of death, Employee will be entitled notice of non-extension of Employment Term as provided in Section 2 of this Agreement or as provided in Section 5 of this Agreement, upon Executive's execution and effectiveness of a general release of Claims (as hereinafter defined) which is acceptable in form and substance to continued payment the Company, the Company shall pay to Executive an amount equal to the aggregate of his (1) Executive's then current annual base salary and (at 2) an amount equal to the rate in effect upon terminationprior year's bonus (the "Severance Amount"), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to . The Severance Amount shall be paid in equal installments over a 12-month period in accordance with the Company’s normal 's customary payroll processpractices (but not as an employee). Notwithstanding Executive agrees to accept the foregoingSeverance Amount, no amount will as may be paid or benefit provided reduced below, in full settlement of Claims. The Severance Amount payable to Executive under this paragraph unless Section 4(a) shall be reduced by any compensation actually received, whether or not during the period, by Executive as a result of Executive's employment or retention by another employer as an employee or in a consulting capacity for services rendered during the period. Executive shall advise the Company promptly of any such employment and/or consulting fees received by Executive and until (x) Employee executes and delivers a rebate any amount due to the Company. No Severance Amount shall be payable by reason of termination due to the death or disability of the Executive, termination for Cause, or non-extension of the Employment Term in accordance with Section 2 of this Agreement. As used in this paragraph, "Claims" shall mean all claims arising, prior to the date of the general release of claims release, against the Company and its subsidiaries affiliates and their respective officers, directors, agents, executives and employees in a form prescribed by such capacities, other than claims for vested accrued benefits (which shall not include any earned but unused vacation) or vested stock options under the Company, which will include, among other things, non-competition terms of their respective plans and non-solicitation obligations claims for the duration of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignationunreimbursed authorized business expenses.

Severance Payments. Employee’s (1) At any time prior to a Change in Control (as defined below), in the event that (A) Executive's employment by the Company may be terminated at any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without Causeat any time for any reason except (i) for Cause (as defined below) or (ii) due to Executive's death or Disability (as defined below), Employee will or (B) Executive terminates her own employment hereunder for Good Reason (as defined below), then, in either such event, Executive shall be entitled to continued payment of his receive, and the Company shall be obligated to pay, Executive's base salary under Section 3(a) (at without regard to any bonuses or extraordinary compensation) then being paid to her on the rate in effect upon termination), subject Termination Date as salary continuation (pursuant to applicable federal, state, and local income tax deductions, the Company's normal payroll procedures) for a period equal to six (6) consecutive months following the Termination Date; provided that if such termination occurs within twelve (12) months of 12 months the Effective Date, Executive shall be entitled to receive, and the Company shall be obligated to pay, Executive's base salary under Section 3(a) (without regard to any bonuses or extraordinary compensation) then being paid in accordance with to her on the Termination Date as salary continuation (pursuant to the Company’s 's normal payroll processprocedures) for a period equal to twelve (12) consecutive months following the Termination Date. Notwithstanding In the foregoingevent of Executive's death during such salary continuation period, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release of claims against the Company and its subsidiaries shall pay the sum of the present value of all remaining payments (using a 5% discount rate) in a form prescribed by single payment to Executive's surviving spouse, if any, or if there is no surviving spouse, to Executive's estate within 60 days of her death. Such severance payments shall be subject to Sections 10 and 11 hereof. Prior to a Change in Control, in the event that Executive's employment is terminated through notice of non-renewal as of the end of the Initial Term of Employment (pursuant to Section 4) or any one-year Renewal Term, Executive shall be entitled to receive, and the Company shall be obligated to pay, Executive's base salary under Section 3(a) (without regard to any bonuses or extraordinary compensation) then being paid to her on the Termination Date as salary continuation (pursuant to the Company's normal payroll procedures) for each month following her Termination Date, which will includenot to exceed six months, among other thingsthat Executive is (A) not in violation of the confidential information, non-competition and non-solicitation obligations for the duration other covenants of the severance period, Sections 10 and 11 hereof and (yB) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu ofnot employed by another employer, not in addition to, any other severance arrangement maintained as determined by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignation.

Severance Payments. Employee’s The Company may terminate Executive's employment by at any time with or without Cause (as defined below). If during the Employment Term, Executive's employment with the Company may be terminated at any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions and benefits will cease at the time of such termination, subject to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without CauseCause (which right the Company shall have at any time during the Employment Term) and other than as a result of death, Employee will be entitled notice of non-extension of Employment Term as provided in Section 2 of this Agreement or as provided in Section 5 of this Agreement, upon Executive's execution and effectiveness of a general release of Claims (as hereinafter defined) which is acceptable in form and substance to continued payment the Company, the Company shall pay to Executive an amount equal to the sum of his (i) Executive's then current annual base salary and (at ii) the rate in effect upon terminationbonus which Executive earned during the last fiscal year of the Company which ended prior to Executive's termination date (the "Severance Amount"), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to . The Severance Amount shall be paid in equal installments over a 12-month period in accordance with the Company’s normal 's customary payroll processpractices (but not as an employee). Notwithstanding Executive agrees to accept the foregoingSeverance Amount in full settlement of all Claims. No Severance Amount shall be payable by reason of termination due to the death or disability of the Executive, no amount will be paid termination for Cause, or benefit provided under non-extension of the Employment Term in accordance with Section 2 of this paragraph unless and until (x) Employee executes and delivers a Agreement. As used in this paragraph, "Claims" shall mean all claims arising, prior to the date of the general release of claims release, against the Company and its subsidiaries Affiliates and their respective officers, directors, agents, executives and employees in a form prescribed by such capacities, other than claims for vested accrued benefits, vested deferred amounts as set forth in Section 3(d), vested stock options, or vested restricted stock under the Company, which will include, among other things, non-competition terms of their respective plans and non-solicitation obligations claims for the duration of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignationunreimbursed authorized business expenses.

Severance Payments. Employee’s employment by In the event that (i) the Company may terminates the Executive's employment without Cause (as defined above) (ii) within six (6) months of a Change of Control the Executive terminates his employment with the Company for Good Reason (as hereinafter defined) or (iii) the Company elects not to continue the Executive's employment following the term hereof, the Executive shall be terminated at any time. Upon terminationentitled, Employee will be entitled subject to the payment of accrued and unpaid salary through immediately following sentence, to receive as a severance benefit periodic payments in an amount equal to his Base Salary in effect at the date of such terminationtermination divided by the number of payroll periods per year then applicable to executives of the Company (hereinafter, "Severance Payments"), for 24 months if employment terminates under the circumstances described in clauses (i) or (ii) or for 12 months if employment terminates under the circumstances described in clause (iii) . All salary, commissions The Executive's right to receive Severance Payments hereunder is conditioned upon (i) the Executive's prior execution and benefits will cease at the time of such termination, subject delivery to the terms Company of a general release of any benefit plans and all claims and causes of action of the Executive against the Company and the Company's and its subsidiaries' officers and directors, excepting only the right to any Base Salary and/or reimbursable expenses then in force or enforceable accrued and unpaid under applicable law and applicable to EmployeeSection 4 of this Agreement, and (ii) the Company will have no further liability or obligation Executive's continued performance of those obligations hereunder that continue by reason of such termination; provided, however, that if Employee’s employment is terminated by their express terms after the Company without Cause, Employee will be entitled to continued payment termination of his base salary (at the rate employment, including without limitation those set forth in effect upon termination), subject to applicable federal, state, Sections 7 and local income tax deductions, for a period of 12 months 8. Any Severance Payments to be paid hereunder shall be payable in accordance with the Company’s normal payroll process. Notwithstanding the foregoing, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes and delivers a general release practices of claims against the Company and for its subsidiaries executives generally as in a form prescribed by the Company, which will include, among other things, non-competition and non-solicitation obligations for the duration of the severance periodeffect from time to time, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution subject to all required withholding of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignationtaxes.

Severance Payments. (1) If this Agreement is terminated by Company, other than as a result of death or Permanent Disability of Employee or for Cause, ("Termination Without Cause"), or Employee terminates this Agreement for Good Reason, Company shall pay to Employee’s employment , in accordance with this Section 7.4(b), a severance and non-competition payment in an amount equal to (A) the sum of the Accrued Obligations (as defined below), plus (B) the product of (x) the sum of the lump sum Employee's Base Salary and the Bonus Compensation earned by Employee in respect of the Company may be terminated at any time. Upon last year immediately preceding the year of termination, Employee will be entitled multiplied by (y) one and one-half (1.5). Such severance and non-competition payment (other than with respect to the Accrued Obligations, which shall be paid at such time such Accrued Obligations would otherwise be required to be paid to Employee) shall be payable in eighteen (18) equal monthly installments; provided that any such payments of the Severance Payments shall not commence until the first payroll date following the date the General Release is executed and no longer subject to revocation, with the first such payment of accrued and unpaid salary through being in an amount equal to the total amount to which Employee would otherwise have been entitled with respect to such Severance Payments during the period following the date of termination if such terminationdeferral had not been required. All salary, commissions and benefits will cease at the time of such termination, subject Notwithstanding anything to the terms of any benefit plans then in force or enforceable under applicable law and applicable to Employeecontrary herein, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to be paid in accordance with the Company’s normal payroll process. Notwithstanding the foregoing, no amount will be paid or benefit provided under this paragraph unless and until (x) Employee executes shall not be entitled to receive any payments pursuant to this Section 7.4(b(1) (except for the Accrued Obligations) (the "Severance Payments"), and delivers Employee shall forfeit all rights to such payments, unless Employee has executed and delivered to Company a general release of claims against in form attached hereto as Exhibit A (the Company "General Release"), and its subsidiaries such General Release remains in a form prescribed by the Companyfull force and effect, which will includehas not been revoked and is no longer subject to revocation, among other things, non-competition and non-solicitation obligations for the duration within 60 days of the severance period, date of termination of Employee's employment and (y) Employee shall be entitled to receive such release becomes irrevocableSeverance Payments pursuant to this Section 7.4(b)(1) only so long as Employee has not breached any of the provisions of the General Release or Section 8 or Section 9 hereof. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, however, that Employee will be paid severance benefits if he tenders his written resignation within 30 days following a substantial and material diminution of his duties or a reduction in his base salary in excess of ten percent, which diminution or reduction is not cured by the Company within 10 days of receiving Employee’s written resignation.The term "

Severance Payments. Employee’s employment 6.1 Subject to Section 6.2 and Section 12(B) hereof, if the Executive has a Separation from Service following a Change in Control and during the Term, and such Separation from Service is an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company may be terminated at other than for Cause or Disability, or is a Separation from Service by the Executive for Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments"), in addition to any time. Upon termination, Employee will be entitled to the payment of accrued and unpaid salary through the date of such termination. All salary, commissions payments and benefits will cease at to which the time of such termination, subject to the terms of any benefit plans then in force or enforceable Executive is entitled under applicable law and applicable to Employee, and the Company will have no further liability or obligation hereunder by reason of such termination; provided, however, that if Employee’s employment is terminated by the Company without Cause, Employee will be entitled to continued payment of his base salary (at the rate in effect upon termination), subject to applicable federal, state, and local income tax deductions, for a period of 12 months to be paid in accordance with the Company’s normal payroll processSection 5 hereof. Notwithstanding the foregoing, no amount will the Executive shall not be paid eligible to receive any payment or benefit provided under for in this paragraph Section 6.1 unless the Executive shall have executed and until delivered to the Company within 45 days after the Separation from Service a release (xsubstantially in the form of Exhibit A hereto) Employee executes and delivers a general release in favor of claims against the Company and its subsidiaries in a form prescribed by others set forth on said Exhibit A, relating to all claims or liabilities of any kind relating to the Company, which will include, among other things, non-competition Executive's employment and non-solicitation obligations for the duration termination of the severance period, and (y) such release becomes irrevocable. Any severance pay or benefits provided under this paragraph will be in lieu of, not in addition to, any other severance arrangement maintained by the Company. No severance benefits will be paid in the event that Employee resigns his employment with the Company; provided, howeverand the Executive shall not have revoked such release within 7 days after executing it. Subject to Section 12(B) hereof, that Employee will any payments and benefits that, but for the preceding sentence, may be paid severance benefits if he tenders his written resignation or provided pursuant to the provisions below of this Section 6.1 before the 56th day following the Separation from Service shall be paid or provided on the 56th day following the Separation from Service, unless such payment or benefit may be paid or provided pursuant to the provisions below of this Section 6.1 within 30 a designated period following the Separation from Service that ends more than 56 days following a substantial the Separation from Service, in which case such payment or benefit shall be paid or provided within the portion of such designated period that begins on the 56th day following the Separation from Service and material diminution ends on the last day of his duties or a reduction such designated period, provided in his base salary in excess of ten percent, which diminution or reduction is not cured by each case that the Executive executed the release and delivered it to the Company within 10 the aforementioned 45-day period and did not revoke the release within 7 days of receiving Employee’s written resignationafter executing it.