Common use of Severance Clause in Contracts

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except (i) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and subject to Executive’s compliance with the conditions set forth in circumstances in which SECTION 3.3, Executive shall, subject to the Employee would provisions of this SECTION 3.2, be entitled to payments a severance payment consisting of (A) a cash amount equal to two times the sum of the current calendar year’s Base Salary and the prior year’s Annual Cash Incentive Bonus, (B) health insurance benefits for 24 months from the termination date at no charge to Executive, and (C) acceleration to 100% vested status for all stock, stock option and other equity awards to the extent such awards (other than stock options and stock appreciation rights) are not subject to performance-based vesting for purposes of qualifying as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “CODE”). If no Annual Cash Incentive Bonus was paid for the year before the year in connection with which termination occurs, for purposes of the bonus component of the severance payable under (A) of the preceding sentence, Executive shall be entitled to two times the amount of discretionary bonuses paid to Executive within the 12 month period preceding termination. (ii) If the severance payment is to be made as result of termination by the Company without Cause or by Executive for Good Reason within 12 months after a Change of Control as provided in Section 4 belowControl, in the event that during the term of this Agreement the Employee has a Separation from Service as a result payment of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an entire cash severance amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall will be made in a lump sum sixty on Executive’s date of termination. If the Company otherwise terminates Executive without Cause or Executive otherwise terminates his employment for Good Reason, Executive shall receive half of the cash severance amount in a lump sum within 15 days after the date of termination and half the number of months of health insurance benefit continuation. Executive shall not be entitled to the remainder of the cash severance payment, or the second half of health insurance benefits continuation, unless Executive gives notice to the Company within 30 days before the conclusion of 50% of the Non-Compete Term that he agrees to comply with SECTION 2.3(c) and SECTION 2.4 for the remainder of the Non-Compete Term and, in consideration therefor, desires to receive the remainder of the severance payment and an extension of health insurance benefits, in which event Executive shall be entitled to the additional health insurance benefits and the remainder of the cash severance payment, payable in a lump sum within 15 days after the date of the conclusion of 50% of the Non-Compete Term. (60iii) days Executive shall not be under any duty or obligation to seek or accept other employment following a termination of employment pursuant to which a severance payment under this SECTION 3.2 is payable and the Employee’s Separation from Serviceamounts due Executive pursuant to this SECTION 3.2 shall not be reduced or suspended if Executive accepts subsequent employment or earns any amounts as a self-employed individual. (b) The Employee If Executive’s employment is terminated because of death or Permanent Disability Executive, in the case of Permanent Disability, or to his surviving spouse (or to his estate if Executive’s spouse does not survive him), in the case of Executive’s death, shall be entitled to: (i) his pro rata Base Salary and such of the Employee’s dependents as are participating as of pro rata Target Annual Cash Incentive Bonus through the date of termination for the Employeeyear in which the termination occurs, plus a lump sum amount equal to the greater of: (1) the remainder of the Base Salary that would have been earned by Executive under this Agreement between the time of his Death or Permanent Disability and the expiration of the then-current term of this Agreement, or (2) 12 months of Base Salary plus his Target Annual Cash Incentive Bonus for the year of termination; and (ii) full acceleration of vesting for all stock, stock option and other equity awards. If Executive’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained employment is terminated because of death or Permanent Disability Executive’s family members covered by the Company from time group health plan shall be reimbursed for group health plan continuation coverage they elect to time receive under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for its employees on the same basis and at the same cost up to 24 months, provided a member of Executive’s family provides timely notice to the Employee as active employees health plan administrator of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the EmployeeExecutive’s base salary pursuant to Section 3(a) above. Should the Employee for himself death or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragePermanent Disability.

Severance. Except (a) If the Company terminates Employee’s employment with the Company without Cause in circumstances accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in which effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee would will be entitled to payments a severance payment (in addition to any other rights and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of of: (i) eighteen (18) twelve months of the Employee’s base monthly salary Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date the Employee’s employment terminatesof such CC Termination), and (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus subject to subsections (iiic) if approved by the Compensation Committee of the Board, and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s Separation separation from Service. service and not revoking the release within the seven (b7) The days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee and such breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled Severance Payment that has been paid to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary him pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage7.

Severance. Except in circumstances in which Subject to the Employee would be entitled Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during Executive other than: (i) the term of this Agreement the Employee has a Separation from Service as a result payment of the Company terminating Executive's earned and unpaid compensation through the Employee’s employment without Cause or effective date of such termination; (ii) the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay payment of any deferred bonus, subject to the Employee provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (i) eighteen (18) months of the Employee’s base monthly salary as in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) termination), 50% of which shall be entitled paid to continue the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to participate the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the major medical event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and dental (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit plans sponsored set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and maintained (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company from time to time for its employees on in connection with any Section 83(b) election made by the same basis and at the same cost Executive with respect to the Employee as active employees New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Company Closing, in lieu of the benefit set forth in clause (iii) and their dependents for a maximum period equal to the number of months for which benefits set forth in clause (A) in the immediately preceding proviso, the Company is obligated to shall pay the Employee’s base salary pursuant to Section 3(aExecutive over a 24-month period in equal monthly installments the product of (x) above. Should two and (y) the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination sum of the Employee’s employment, shall be considered Executive's annual Base Salary plus the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate Executive's Maximum Bonus Amount (as in such programs shall terminate effect as of the date of termination). In the event that the Employee Executive is first eligible to participate in a major medical benefit program maintained receive the severance benefits provided for by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b4.4(a), the Employee agrees Executive shall not be eligible to promptly notify the receive severance benefits under any other Company if either the Employee plan, policy, or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageagreement.

Severance. Except Other than in circumstances in which the Employee would case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to payments and benefits in connection with receive from Company (i) a Change of Control as provided in Section 4 below, in cash severance payment equal to three times the event that during the term of this Agreement the Employee has a Separation from Service as a result amount of the Company terminating Executive’s then applicable Salary, if the Employee’s employment without Cause termination occurs on or before the Employee terminating third anniversary of the Employee’s employment for Good Reason: Effective Date, (aii) The Company shall pay a cash severance payment equal to the Employee unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of (i) eighteen (18) months all of the Employeecosts incurred by Executive, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s base monthly salary termination, except that the Enforcement Payment shall be due and payable in effect on the same manner to Executive within ten (10) days of the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated found to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under have violated this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageAgreement.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result With respect each employee of the Company terminating who is listed in SECTION 5.07(b)(1) OF THE COMPANY DISCLOSURE SCHEDULE (the Employee’s "LEVEL 1 EMPLOYEES"), Parent shall cause the Change in Control Agreement or Severance Agreement to which such employee is a party and is in effect at the Effective Date to be honored in accordance with its terms, PROVIDED, HOWEVER, that the reference, if any, to "two times" contained in the definition of "Applicable Incentive Amount" in any Change in Control Agreement shall be disregarded. With respect to each employee of the Company who is listed IN SECTION 5.07(b)(2) OF THE COMPANY DISCLOSURE SCHEDULE (the "LEVEL 2 EMPLOYEES"), Parent shall cause each such employee whose employment without Cause is terminated by Parent or its Affiliates (or by the Employee terminating employee if (and only if) on account of a reduction in the Employee’s employment for Good Reason: (aemployee's base pay or annual target bonus percentage under the Company's Management Incentive Plan or a relocation of the employee's primary work site of more than 40 miles) The Company shall within the one year period following the Closing Date to receive over a 15 month period such percentage of such employee's annual base pay to the Employee an amount as is equal to the sum 125% plus 100% of (i) eighteen (18) months such employee's annual target bonus percentage. With respect to each employee of the Employee’s base monthly salary Company who is not a Level 1 Employee or a Level 2 Employee (the "LEVEL 3 EMPLOYEES"), Parent shall cause each such employee whose employment is terminated by Parent or its Affiliates within the one year period following the Closing Date to receive severance payments equal to those payable pursuant the Company's Severance Pay Plan as in effect on the date hereof (the Employee’s "SEVERANCE PLAN") and shall not exercise any retained right to amend or to terminate the Severance Pay Plan and shall not exercise any right to issue a "severance pay award" under the Severance Pay Plan for the purpose of diminishing the entitlement to these payments. For up to 12 months following a termination of employment terminatesentitling a Level 2 or Level 3 Employee to severance payments, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment Parent shall be made subsidize such employee's COBRA continuation coverage in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and an amount that allows such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled employee to continue to participate in the major Company's medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees program on the same basis and at as similarly situated active employees. Notwithstanding the same cost foregoing, no Level 2 or Level 3 Employee shall be entitled to the Employee as active employees severance benefits if (i) such employee's employment is terminated by Parent or its Affiliates for any reason set forth in Section 3.3 of the Company Severance Plan or by reason of death or disability or (ii) such employee fails to execute a release of claims in favor of Parent and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate its Affiliates in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents form that is reasonably acceptable to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageParent.

Severance. Except in circumstances in which If the Employee would be entitled to payments Executive terminates this Agreement and benefits in connection his employment with a Change of Control as provided in Section 4 belowthe Company for Good Reason or if the Executive’s employment with the Company is terminated by the Company for any reason other than for Cause, in the event that during the term including non-renewal of this Agreement the Employee has a Separation from Service as a result of by the Company terminating (but not including any circumstances that would give rise to a payment to the Employee’s employment without Cause or Executive pursuant to Section 3.3(a) hereof), the Employee terminating Company shall pay severance to the Employee’s employment for Good ReasonExecutive as follows: (ai) The Company shall severance pay to the Employee in an amount equal to 1.0 times the sum Executive’s then-current annual base salary, such amount to be paid in equal installments over the 12-month period immediately following the date of (i) eighteen (18) months of termination in accordance with the EmployeeCompany’s base normal payroll practices with such installments to be no less frequent than monthly salary in effect and to commence on the first payroll date following the Employee’s employment terminates, date of termination; and (ii) one hundred fifty percent all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (150%30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the Employee’s Average Annual Cash Bonusbenefit plans, plus policies and arrangements; and (iii) if approved by the Compensation Committee Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (A) the expiration of a period of twelve (12) months from the date of termination or (B) the date upon which the Executive becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the foregoing items (i) and (iii) hereof are defined as the “Severance Indemnity.” The Executive’s receipt of the Board, foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company of a Pro Rata Portion separation and release agreement acceptable to the Company governing the termination of the Employeeemployment relationship between the Executive and the Company and the Executive’s Annual Cash Bonusrelease of all claims against all members of the Avadel Group of Companies and their employees, if any. Subject officers, directors and contractors, and allowing the applicable revocation period required by law to Section 9 belowexpire without revoking or causing revocation of same, payment shall be made in a lump sum within sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such date of termination of the EmployeeExecutive’s dependents as are participating as of employment. Any Severance Indemnity payments that the date of the Employee’s termination (“Covered Dependents”) shall Executive would otherwise be entitled to continue receive prior to participate the time the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a lump sum after the release becomes effective and irrevocable; and if the permissible period during which the Executive may execute and deliver the release and during which the applicable revocation period could expire spans more than one calendar year, any payments that the Executive is entitled to receive during such period shall be accumulated and paid in a lump sum only in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragesubsequent calendar year.

Severance. Except in circumstances in which If, during the Employee would be entitled to payments and benefits in connection with Term, other than within twelve (12) months following a Change in Control, the Executive experiences a Termination of Control as provided in Section 4 belowEmployment, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: either (a) The Company shall by the Employer without Cause pursuant to Section 4.1(a)(2); or (b) by the Executive for Good Reason pursuant to Section 4.1(b)(2), then, upon his Termination of Employment, the Employer will pay in lieu of any severance payment applicable under any general severance policy (which Executive acknowledges he is not eligible for due to this Agreement) severance to the Employee Executive in an amount equal to one (1) times his Annual Base Salary then in effect (the sum “Severance Pay”), with such amount payable in substantially equal cash installments not less frequently than monthly over the twelve-month period following Executive’s Termination of Employment (ithe “Severance Payment Period”). So long as the Executive complies with the requirements of Sections 5.2, 5.3, 6, 7 and 8 of this Agreement, the Severance Pay shall commence on the first payroll period (the “Initial Payment”) eighteen occurring on or after the 60th day following the Executive’s Termination of Employment (18) months the “Severance Delay Period”). The Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period and the remaining Severance Pay shall continue until the expiration of the Employee’s base monthly salary in effect on Severance Payment Period subject to the date provisions of this Agreement. If the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) Executive shall be entitled to continue receive Severance Pay pursuant to participate this Section 4.2, then, in the major medical and dental benefit plans sponsored and maintained by the Company from time addition to time for its employees on the same basis and at the same cost any Severance Pay payable to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary Executive pursuant to this Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans4.2, the end of Employer shall, until such continued participationtime as the Executive is eligible for Medicare, rather than the termination of the Employee’s employmentor some similar health care coverage provided by state or federal governments, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first or eligible to participate in a major medical benefit program maintained or be covered by a successor employerthe health plans of any employer other than the Employer, and pay on the right Executive’s behalf, or reimburse the Executive, for the cost of COBRA premiums incurred by the Employee’s dependents Executive for his individual health coverage for the twelve (12) months following Termination of Employment (with any additional amounts incurred to participate in such programs shall terminate as procure family coverage being the sole responsibility of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.the

Severance. Except in circumstances in which (a) Subject to Section 6(b) below, if Executive’s employment is terminated prior to the Employee would end of the Term by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to payments and benefits in connection with receive a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount severance payment equal to the sum of (i) eighteen (18) 12 months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesExecutive's Base Salary, and (ii) one hundred fifty percent (150%) 75% of the Employee’s Average target Annual Cash Bonus, plus (iii) if approved by Bonus for the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if anycompensation year in which such termination occurs. Subject to Section 9 below, Such severance payment shall be made paid in 12 equal monthly payments commencing with the first payroll following such termination, provided the Executive has executed and delivered to the Company, and has not revoked a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns, and such other persons and/or entities as the Company may determine, in a lump sum sixty form reasonably acceptable to the Company. Such general release shall be delivered on or about the date of termination and must be executed within fifty-five (6055) days following the Employee’s Separation from Serviceof termination. (b) The Employee If Executive’s employment is terminated prior to the end of the Term by the Company without Cause or by Executive for Good Reason, and such of termination occurs within six (6) months prior to a Change in Control or within twelve (12) months after the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) Change in Control, Executive shall be entitled to continue receive, in addition to participate in any severance pursuant to Section 6(a) above, an additional 12 months of Executive’s Base Salary, and an additional 25% of the major medical target Annual bonus. (c) Notwithstanding the foregoing, (i) any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code and dental benefit plans sponsored the regulations and maintained official guidance issued thereunder (“Section 409A”)) that is/are required to be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of “nonqualified deferred compensation” hereunder, then the Executive will not be deemed to have terminated employment until the Executive incurs a “separation from service” within the meaning of Section 409A. (d) If Executive's employment is terminated prior to the end of the Term by the Company from time to time without Cause or by Executive for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employerGood Reason, and the right of the Employee’s dependents if Executive is eligible for and elects to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become programs pursuant to COBRA, the Company will continue to pay the same portion of Executive's medical and dental insurance premiums under COBRA as during active employment (for Executive and eligible spouse and dependents) until the earlier of: (1) 12 months from Executive's cessation from employment; or (2) the date Executive is eligible for alternative employer sponsored major medical benefit coverageand/or dental insurance benefits from another employer.

Severance. Except in circumstances in which (a) Subject to Section 7(b) below, if Executive’s employment is terminated prior to the Employee would end of the Term by the Company without Cause (other than due to death or Disability), Executive shall be entitled to payments and benefits in connection with receive a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount cash severance payment equal to the sum of (i) eighteen (18) three months of Executive’s Base Salary at the Employeetime of termination, which shall increase to six months of Executive’s base monthly salary in effect on Base Salary if such termination occurs after one year from the date the Employee’s employment terminates, Effective Date; and (ii) one hundred fifty percent (150%) a pro rata portion of the Employee’s Average target Annual Cash Bonus, plus (iii) if approved by Bonus for the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if anyyear in which such termination occurs. Subject to Section 9 below, Such severance payment shall be made over the three or six month period, as applicable, in accordance with the Company’s normal payroll policy, provided that prior to the initial payment, the Executive has executed and delivered to the Company, and has not revoked a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns, and such other persons and/or entities as the Company may determine, in a lump sum sixty (60) form reasonably acceptable to the Company. Such general release shall be delivered on or about the date of termination and must be executed within 21 days following the Employee’s Separation from Serviceof termination. (b) The Employee and such Notwithstanding the foregoing, (i) any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the EmployeeCode and the regulations and official guidance issued thereunder (“Section 409A”)) that is/are required to be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s dependents as are participating as “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees death of the Company specified employee) and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end shall instead be paid upon expiration of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A, if the EmployeeExecutive’s and termination of employment triggers the Covered Dependents’ right payment of “nonqualified deferred compensation” hereunder, then the Executive will not be deemed to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, have terminated employment until the right Executive incurs a “separation from service” within the meaning of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.409A.

Severance. Except in circumstances in which During the Employee would be entitled to payments and benefits in connection with Term, if within 18 months after a Change of Control in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause 3(d) or the Employee terminating the Employee’s Executive terminates his employment for Good Reason:Reason as provided in Section 3(e), then the Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, all within 60 days from the Date of Termination, (ai) The Company the Employers shall pay to the Employee Executive a lump sum in cash in an amount equal to 2.0 times the sum of (iA) eighteen the Executive’s current Base Salary (18) months of or the EmployeeExecutive’s base monthly salary Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the date the Employee’s employment terminates, Date of Termination; and (ii) one hundred fifty percent if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (150%A) 18 times the amount of monthly employer contribution that the Employee’s Average Annual Cash BonusEmployers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Employers; and (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment amounts payable under Subsections (i) and (ii) shall be made paid in a lump sum sixty (within 60 days after the Date of Termination; provided, however, that if the 60) days following the Employee’s Separation from Service. (b) The Employee -day period begins in one calendar year and ends in a second calendar year, such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) amounts shall be entitled to continue to participate paid in the major medical and dental benefit plans sponsored and maintained by second calendar year no later than the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end last day of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage60-day period.

Severance. Except Provided Executive signs and delivers, and does not revoke, a general release in circumstances in which the Employee would be entitled a form acceptable to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesits sole discretion, (iix) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) Executive shall be entitled to continue receive a severance payment equal to participate in the major medical and dental benefit plans sponsored and maintained two (2) weeks of base salary for every full year that Executive was employed by the Group, subject to a minimum payment of thirty-nine (39) weeks base salary and a maximum payment of fifty-two (52) weeks base salary, and (y) if Executive properly elects COBRA coverage, the Company from time to time for its employees on the same basis and at the same cost will make payments to the Employee as active employees of insurance provider(s) equal to the Company and their dependents amount due for Executive’s COBRA coverage payments for a maximum period of time equal to the number of months for which weeks of Executive’s severance payments or until Executive is eligible to receive health benefits under another medical plan, whichever is sooner (by way of example only, if Executive is entitled to a severance payment equal to thirty weeks’ base salary because he/she has been employed by the Company is obligated for fifteen (15) years, the Company will make monthly payments to pay the Employee’s base salary pursuant COBRA insurance provider for the first thirty weeks of COBRA coverage, assuming Executive has executed and not revoked the release and has not otherwise become eligible to Section 3(areceive benefits under another medical plan). Executive agrees to give the Company notice immediately if he/she becomes eligible to receive benefits under another medical plan. The release agreement shall be provided to the Executive during the first month of the Notice Period. The severance payment based on tenure with the Company shall be paid in a lump sum within ten (10) above. Should days following the Employee for himself or herself or his or her Covered Dependents elect expiration of the Notice Period, provided that Executive has executed the release agreement, returned it to continue participation in the Company’s plans, and allowed the revocation period therefor to expire, by the end of such continued participationthe Notice Period. The release agreement will provide, rather than among other things, for the termination general release of any and all claims that Executive may have against the Group and its officers, directors, employees and agents, whether known or unknown, and whether at common law or arising under any statute, including but not limited to statutes relating to discrimination and whistleblowing, and also will require Executive to keep the terms of the Employee’s employmentrelease confidential, subject to appropriate carve outs as required by law. Executive shall not be considered entitled to any other payment of any kind, except (a) as expressly provided in this Agreement, (b) earned wages or accrued vacation time that remains due and payable, and (c) benefits to the qualified event for purposes extent that Executive is entitled to accrued benefits under the express terms of any plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee relevant plan documents or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageapplicable law.

Severance. Except (a) If the Company terminates Employee’s employment with the Company without Cause in circumstances accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in which effect on the date of termination, subject to subsections (c), (d), and (e). (b) If during the Term of this Agreement there is a CC Termination upon a Change in Control or within one year thereafter, then the Employee would will be entitled to payments a severance payment (in addition to any other rights and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of of: (i) eighteen (18) months of the Employee’s base monthly salary Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date the Employee’s employment terminatesof such CC Termination), and (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus subject to subsections (iiic), (d) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. and (e). (c) Subject to Section 9 below7(c), any severance payment shall payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s Separation separation from Service. service and not revoking the release within the seven (b7) The days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee and such breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled Severance Payment that has been paid to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary him pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage7.

Severance. Except in circumstances in which the Subject to Section 9(a), Employee would will be entitled to receive continued payments of Employee’s base salary (as in effect immediately prior to such termination) for a period of twelve (12) months (the “Severance Period” and benefits such payments, “Severance Payments”), less applicable withholding payable in connection accordance with the Company’s normal payroll policies. Notwithstanding the foregoing, Severance Payments shall commence to be paid immediately following Release Date (provided if the Release Period spans two calendar years, immediately following January 1 of the second calendar year, if later than Release Date), with the first payment containing all of the Severance Payments which should have been paid prior to such date but were not paid. Notwithstanding the foregoing and except as provided by the following sentence, if during the Severance Period Employee breaches the covenants in Section 6 or in the Release and, if applicable, his Change in Control Non-Competition Agreement (a Change “Breach”), all payments pursuant to this subsection will immediately cease effective as of Control the first date of a Breach of the applicable covenants (the “Breach Date”). Notwithstanding the preceding sentence, if payment of the severance amounts is delayed in accordance with Section 9(a) of this Agreement, the Company’s obligation to make Severance Payments to Employee during the Severance Period shall not terminate pursuant to the preceding sentence (i.e., upon the Breach Date) with respect to any Severance Payments that have been accrued prior to the Breach Date in accordance with Section 9(a) of this Agreement and such accrued Severance Payments shall be paid in a lump sum payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment (or such earlier date as provided in Section 4 below, in the event that during the term 9(a) of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from ServiceAgreement). (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except Provided Executive signs and delivers, and does not revoke, a general release in circumstances in which the Employee would be entitled a form acceptable to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesits sole discretion, (iix) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) Executive shall be entitled to continue receive a severance payment equal to participate in the major medical and dental benefit plans sponsored and maintained two (2) weeks of base salary for every full year that Executive was employed by the Group, subject to a minimum payment of twenty-six (26) weeks base salary and a maximum payment of fifty-two (52) weeks base salary, and (y) if Executive properly elects COBRA coverage, the Company from time to time for its employees on the same basis and at the same cost will make payments to the Employee as active employees of insurance provider(s) equal to the Company and their dependents amount due for Executive’s COBRA coverage payments for a maximum period of time equal to the number of months for which weeks of Executive’s severance payments or until Executive is eligible to receive health benefits under another medical plan, whichever is sooner (by way of example only, if Executive is entitled to a severance payment equal to thirty weeks base salary because he/she has been employed by the Company is obligated for fifteen (15) years, the Company will make monthly payments to pay the Employee’s base salary pursuant COBRA insurance provider for the first thirty weeks of COBRA coverage, assuming Executive has executed and not revoked the release and has not otherwise become eligible to Section 3(areceive benefits under another medical plan). Executive agrees to give the Company notice immediately if he/she becomes eligible to receive benefits under another medical plan. The release agreement shall be provided to the Executive during the first month of the Notice Period. The severance payment based on tenure with the Company shall be paid in a lump sum within ten (10) above. Should days following the Employee for himself or herself or his or her Covered Dependents elect expiration of the Notice Period, provided that Executive has executed the release agreement, returned it to continue participation in the Company’s plans, and allowed the revocation period therefor to expire, by the end of such continued participationthe Notice Period. The release agreement will provide, rather than among other things, for the termination general release of any and all claims that Executive may have against the Group and its officers, directors, employees and agents, whether known or unknown, and whether at common law or arising under any statute, including but not limited to statutes relating to discrimination and whistleblowing, and also will require Executive to keep the terms of the Employee’s employmentrelease confidential, subject to appropriate carve outs as required by law. Executive shall not be considered entitled to any other payment of any kind, except (a) as expressly provided in this Agreement, (b) earned wages or accrued vacation time that remains due and payable, and (c) benefits to the qualified event for purposes extent that Executive is entitled to accrued benefits under the express terms of any plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee relevant plan documents or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageapplicable law.

Severance. Except in circumstances in which the Employee would be entitled (a) Upon termination of General Manager’s employment by District pursuant to payments Section 15(a) herein, and benefits in connection with a Change of Control as provided in Section 4 below, if General Manager timely executes and delivers to District an original Separation Agreement and General Release in the event that during the term of this form attached hereto as Attachment 4, and does not thereafter timely exercise his right to revoke said Separation Agreement the Employee has and General Release, General Manager shall receive his earned income and a Separation from Service severance allotment as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonfollows: (a1) The Company Cash for all uncompensated accrued earnings and vacation and sick (2) leave (in accordance with Section 7 herein) as of the effective date of termination; and A severance allotment as follows: An amount equal to six (6) months’ salary of General Manager and six (6) months of medical insurance and life insurance benefits on the same basis as District is providing such benefits immediately prior to termination of employment. However, if the unexpired term of the Employment Agreement is less than six (6) months, the severance allotment shall pay to the Employee be in an amount equal to the sum of (i) eighteen (18) months of the EmployeeGeneral Manager’s base monthly salary in effect multiplied by the number of full months left on the date unexpired term of this Employment Agreement along with the Employee’s employment terminates, (ii) one hundred fifty percent (150%) corresponding medical and life insurance benefits for such number of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if anymonths. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.MCSD GM Agreement 1107555.1 7 (b) The Employee and such Notwithstanding the foregoing in Section 16(a), if the basis for the "just cause" for termination pursuant to Section 15(a) herein is that the General Manager engaged in any of the Employeeactivities listed on Attachment 3, which attachment is incorporated herein by this reference, upon termination of General Manager’s dependents employment for such reason(s), General Manager shall receive his earned income as are participating follows: (1) Cash for ail uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the effective date of the Employee’s termination termination; and (“Covered Dependents”2) No severance allotment shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees paid. (c) Upon termination of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the EmployeeGeneral Manager’s base salary employment pursuant to Section 3(a15(b) above. Should the Employee herein, General Manager shall receive his earned income as follows: (1) Cash for himself or herself or his or her Covered Dependents elect to continue participation all uncompensated accrued earnings and vacation and sick leave (in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate accordance with Section 7 herein) as of the effective date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate termination ; and (2) No severance allotment shall be paid. (d) Upon expiration of the term of the Agreement without a renewal by the District, General Manager shall receive his earned income as follows: (1) Cash for all uncompensated accrued earnings and vacation and sick leave (in such programs shall terminate accordance with Section 7 herein) as of the effective date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit programof the termination; and (2) No severance allotment shall be paid. As a condition to the Employee’s rights under 1107555.1 (e) In accordance with Government Code Sections 53243 and 53243.2, and notwithstanding any other provision of this Section 3(b)Agreement, the Employee agrees to promptly notify parties hereto agree as follows: (1) To the Company extent, if either any, that General Manager is paid leave salary and benefits pending an investigation, General Manager shall fully reimburse District for such leave salary and benefits if General Manager is convicted of a crime involving an abuse of his office or position; and (2) If General Manager receives any severance allotment or other cash settlement from District upon termination of this Agreement, General Manager shall fully reimburse District for such severance allotment or cash settlement if General Manager is convicted of a crime involving an abuse of his office or position. For purposes of this subsection (e) the Employee phrase "abuse of office or his or her dependents who continue to participate position" shall have the meaning as set forth in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageGovernment Code Section 53243.4.

Severance. Except in circumstances in which During the Employee would be entitled to payments and benefits in connection with Term, if within 18 months after a Change of Control in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause 3(d) or the Employee terminating the Employee’s Executive terminates his employment for Good Reason:Reason as provided in Section 3(e), then the Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, all within 60 days from the Date of Termination, (ai) The Company the Employers shall pay to the Employee Executive a lump sum in cash in an amount equal to 2.25 times the sum of (iA) eighteen the Executive’s current Base Salary (18) months of or the EmployeeExecutive’s base monthly salary Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the date Date of Termination (or the EmployeeExecutive’s employment terminatesIncentive Compensation determined immediately prior to the Change in Control, if higher); and (ii) one hundred fifty percent if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (150%A) 18 times the amount of monthly employer contribution that the Employee’s Average Annual Cash BonusEmployers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Employers; and (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment amounts payable under Subsections (i) and (ii) shall be made paid in a lump sum sixty (within 60 days after the Date of Termination; provided, however, that if the 60) days following the Employee’s Separation from Service. (b) The Employee -day period begins in one calendar year and ends in a second calendar year, such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) amounts shall be entitled to continue to participate paid in the major medical and dental benefit plans sponsored and maintained second calendar year by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end last day of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage60-day period.

Severance. Except in circumstances in which If (a) the Employee’s employment is terminated by the Company without Cause or by the Employee would be entitled to payments and benefits for Good Reason or (b) the Employee is not offered continuing employment on substantially the same terms as set forth herein in connection with a Change of Control as provided in Section 4 belowControl, then, in either case, the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee, as severance, an aggregate amount equal to: (i) his then current base salary during the twelve-month period commencing on the effective date of the termination of Employee’s employment relationship with the Company (the “Severance Period”) and (ii) an amount equal to twelve times the monthly amount that the Company paid for the Employee’s participation in the Company’s health insurance plan during the month immediately preceding the Termination Date. All of the foregoing amounts shall be payable pro rata over the Severance Period in accordance with the Company’s normal payroll practices. Additionally, any bonus amounts earned as of the end of a fiscal year but not paid as of the Termination Date shall be paid to the Employee in a manner consistent with payment of such bonus amounts to the Company’s other senior management employees notwithstanding the subsequent termination of the Employment Period. All benefits, including health insurance benefits, offered by the Company shall cease as of the Termination Date and the Employee may elect to continue his participation in the Company’s health insurance benefits at the Employee’s expense pursuant to COBRA by notifying the Company in the time specified in the COBRA notice to be delivered by the Company to the Employee as of the Termination Date and by the Employee paying the monthly premium himself. Notwithstanding the foregoing, the Company shall not make any payments pursuant to this Section 1.2 to the Employee unless and until (x) the Employee executes and delivers to the Company a general release in substantially the form of Exhibit A attached hereto (the “Release”), (y) such Release is executed and delivered to the Company within twenty-one (21) days after the Termination Date and (z) all time periods for revoking such Release have lapsed (the “Release Period”). Once the executed Release is delivered to the Company, if any payments pursuant to this Section 1.2 had been deferred pending the receipt of such Release, the first payment following such delivery shall be in an amount equal to the sum of (i) eighteen (18) months of total amount to which the Employee’s base monthly salary in effect on Employee would otherwise have been entitled to during the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days period following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate if such deferral had not occurred; provided, however, that in the major medical and dental benefit plans sponsored and maintained by event that the Company from time to time for its employees on Release Period begins in one calendar year but ends in a subsequent calendar year, then the same basis and at the same cost first payment hereunder shall in no event be made prior to the Employee as active employees first day of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragesubsequent calendar year.

Severance. Except as otherwise provided in circumstances Section 8, if the Executive’s employment hereunder is terminated during the Employment Term, following the Executive’s initial twelve (12) months of employment, by the Company or is terminated due to expiration of the Employment Term following notice by the Company not to extend the Employment Term in which accordance with Section 3, in each case other than for Cause or due to disability (as determined in the Employee would good faith discretion of the Board) or death, the Executive shall be entitled to payments and benefits in connection with a Change of Control receive as provided in severance (subject to Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: 9): (ai) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months Executive’s base salary as in effect immediately prior to the date of the EmployeeExecutive’s base monthly salary in effect on the date the Employee’s termination of employment terminatesfor twelve (12) months, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonuspayable, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum commencing no later than sixty (60) days following such termination, in equal installments in accordance with the EmployeeCompany’s Separation from Service. payroll procedures during the twelve (b12) The Employee and such of the Employee’s dependents as are participating as of months following the date of the EmployeeExecutive’s termination (such twelve-month period, the “Covered DependentsSeverance Period”); (ii) shall be entitled to continue to participate in the major continued medical and dental benefit plans sponsored benefits described in Section 4(c) for the Severance Period, at the same rate of employee and maintained by the Company shared costs of such coverage as in effect from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company Company; and their dependents for (iii) a maximum period equal to pro rata portion (based on the number of months days the Executive was employed by the Company during the calendar year of termination) of any incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of the Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15 of the calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which the Executive is eligible, (I) if the Company is obligated to cannot continue such benefits, the Company shall pay the Employee’s base salary pursuant to Section 3(aExecutive for the cost of such benefits; (II) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a successor employer (and the Executive’s eligibility for any such benefits shall be reported by the Executive to the Company); and (III) the Executive’s plans, the end period of such continued participation, rather than the termination “continuation coverage” for purposes of Section 4980B of the Employee’s employmentInternal Revenue Code of 1986, as amended (the “Code”), shall be considered deemed to commence on the qualified event for purposes date of the EmployeeExecutive’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right termination of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageemployment.

Severance. Except in circumstances in which During the Employee would be entitled to payments and benefits in connection with Term, if within 18 months after a Change of Control in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause 3(d) or the Employee terminating the Employee’s Executive terminates his employment for Good Reason:Reason as provided in Section 3(e), then the Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, all within 60 days from the Date of Termination, (ai) The Company the Employers shall pay to the Employee Executive a lump sum in cash in an amount equal to 1.75 times the sum of (iA) eighteen the Executive’s current Base Salary (18) months of or the EmployeeExecutive’s base monthly salary Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the date Date of Termination (or the EmployeeExecutive’s employment terminatesIncentive Compensation determined immediately prior to the Change in Control, if higher); and (ii) one hundred fifty percent if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (150%A) 18 times the amount of monthly employer contribution that the Employee’s Average Annual Cash BonusEmployers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Employers; and (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment amounts payable under Subsections (i) and (ii) shall be made paid in a lump sum sixty (within 60 days after the Date of Termination; provided, however, that if the 60) days following the Employee’s Separation from Service. (b) The Employee -day period begins in one calendar year and ends in a second calendar year, such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) amounts shall be entitled to continue to participate paid in the major medical and dental benefit plans sponsored and maintained second calendar year by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end last day of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage60-day period.

Severance. Except in circumstances in which In lieu of any severance pay or severance benefits otherwise payable to the Employee would under any plan, policy, program or arrangement of the Company or its subsidiaries, the following shall apply: (a) If there is a Termination (as herein defined) of the Employee’s employment with the Company at any time within twelve (12) months after the occurrence of a Change of Control (as herein defined), such Employee shall be entitled to payments receive a lump-sum severance payment equal to (i) fifty percent (50%) of such employee’s then current salary plus (ii) fifty percent (50%) of the amount of such employee’s most recently paid regular bonus (excluding special bonuses) attributable to a full calendar year’s service to the Company (or, if higher, the amount of the bonus attributable to a calendar year’s service which was paid to the Employee immediately prior to the Change of Control). All outstanding Stock Options granted to the Employee which are not vested and exercisable as of the date of Termination shall become vested and exercisable as of such date and shall remain exercisable for the periods prescribed in the Stock Option Plan. The Employee, such Employee’s spouse and eligible dependents will continue to be provided with medical and dental benefits for the twelve (12)-month period following such Employee’s Termination on the same basis as provided to active employees of the Company. Following such twelve (12)-month period, the Employee, such Employee’s spouse and eligible dependents will begin eligibility for continuation of medical and dental coverage in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”). The Employee shall have no duty to mitigate damages by seeking other employment. The Company shall have no right to offset hereunder with respect to any compensation or benefits received by the Employee from or in connection with any employment subsequent to such Employee’s Termination of employment with the Company. (b) If the Employee voluntarily terminates employment with the Company for any reason other than “Good Reason” (as herein defined) during the twelve (12)-month period following a Change of Control as provided described in Section 4 2(a) below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall will not be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees any severance payment or acceleration of the Company and their dependents for a maximum period equal to the number vesting of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageany unvested Stock Options.

Severance. Except (i) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, and subject to Executive’s compliance with the conditions set forth in circumstances in which SECTION 3.3, Executive shall, subject to the Employee would provisions of this SECTION 3.2, be entitled to payments a severance payment consisting of (A) a cash amount equal to 2.99 times the sum of the current calendar year’s Base Salary and the prior year’s Annual Cash Incentive Bonus, (B) health insurance benefits for 36 months from the termination date at no charge to Executive, and (C) acceleration to 100% vested status for all stock, stock option and other equity awards to the extent such awards (other than stock options and stock appreciation rights) are not subject to performance-based vesting for purposes of qualifying as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “CODE”). If no Annual Cash Incentive Bonus was paid for the year before the year in connection with which termination occurs, for purposes of the bonus component of the severance payable under (A) of the preceding sentence, Executive shall be entitled to 2.99 times the amount of discretionary bonuses paid to Executive within the 12 month period preceding termination. (ii) If the severance payment is to be made as result of termination by the Company without Cause or by Executive for Good Reason within 12 months after a Change of Control as provided in Section 4 belowControl, in the event that during the term of this Agreement the Employee has a Separation from Service as a result payment of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an entire cash severance amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall will be made in a lump sum sixty on Executive’s date of termination. If the Company otherwise terminates Executive without Cause or Executive otherwise terminates his employment for Good Reason, Executive shall receive half of the cash severance amount in a lump sum within 15 days after the date of termination and half the number of months of health insurance benefit continuation. Executive shall not be entitled to the remainder of the cash severance payment, or the second half of health insurance benefits continuation, unless Executive gives notice to the Company within 30 days before the conclusion of 50% of the Non-Compete Term that he agrees to comply with SECTION 2.3(c) and SECTION 2.4 for the remainder of the Non-Compete Term and, in consideration therefor, desires to receive the remainder of the severance payment and an extension of health insurance benefits, in which event Executive shall be entitled to the additional health insurance benefits and the remainder of the cash severance payment, payable in a lump sum within 15 days after the date of the conclusion of 50% of the Non-Compete Term. (60iii) days Executive shall not be under any duty or obligation to seek or accept other employment following a termination of employment pursuant to which a severance payment under this SECTION 3.2 is payable and the Employee’s Separation from Serviceamounts due Executive pursuant to this SECTION 3.2 shall not be reduced or suspended if Executive accepts subsequent employment or earns any amounts as a self-employed individual. (b) The Employee If Executive’s employment is terminated because of death or Permanent Disability Executive, in the case of Permanent Disability, or to his surviving spouse (or to his estate if Executive’s spouse does not survive him), in the case of Executive’s death, shall be entitled to: (i) his pro rata Base Salary and such of the Employee’s dependents as are participating as of pro rata Target Annual Cash Incentive Bonus through the date of termination for the Employeeyear in which the termination occurs, plus a lump sum amount equal to the greater of: (1) the remainder of the Base Salary that would have been earned by Executive under this Agreement between the time of his Death or Permanent Disability and the expiration of the then-current term of this Agreement, or (2) 12 months of Base Salary plus his Target Annual Cash Incentive Bonus for the year of termination; and (ii) full acceleration of vesting for all stock, stock option and other equity awards. If Executive’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained employment is terminated because of death or Permanent Disability Executive’s family members covered by the Company from time group health plan shall be reimbursed for group health plan continuation coverage they elect to time receive under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for its employees on the same basis and at the same cost up to 36 months, provided a member of Executive’s family provides timely notice to the Employee as active employees health plan administrator of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the EmployeeExecutive’s base salary pursuant to Section 3(a) above. Should the Employee for himself death or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragePermanent Disability.

Severance. Except (a) If the Company terminates Employee’s employment with the Company without Cause in circumstances accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in which effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee would will be entitled to payments a severance payment (in addition to any other rights and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of of: (i) eighteen (18) months of the Employee’s base monthly salary Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date the Employee’s employment terminatesof such CC Termination), and (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus subject to subsections (iiic) if approved by the Compensation Committee of the Board, and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s Separation separation from Service. service and not revoking the release within the seven (b7) The days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee and such breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled Severance Payment that has been paid to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary him pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage7.

Severance. Except in circumstances in which (a) If Executive’s employment is terminated, at the Employee would Company’s election at any time, for reasons other than death, Disability, Cause or Voluntary Resignation, or by Executive for Good Reason, Executive shall be entitled to receive severance payments equal to twelve (12) months of Executive’s Base Salary and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employeepremiums associated with continuation of Executive’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay benefits pursuant to COBRA to the Employee an amount equal to extent that he is eligible for them following the sum termination of (i) his employment; provided that if anytime within eighteen (18) months after a Change of Control either (i) Executive is terminated, at the EmployeeCompany’s base monthly salary in effect on the date the Employeeelection at any time, for reasons other than death, Disability, Cause or Voluntary Resignation, or (ii) Executive terminates this Agreement for “Good Reason,” Executive shall be entitled to receive severance payments equal to: (i) two (2) years of Executive’s employment terminatesBase Salary, (ii) one hundred fifty percent (150%) of the EmployeeExecutive’s Average most recent Annual Cash BonusBonus payment, plus and (iii) if approved by the Compensation Committee premiums associated with continuation of Executive’s benefits pursuant to COBRA to the Board, extent that he is eligible for them following the termination of his employment for a Pro Rata Portion period of the Employee’s Annual Cash Bonus, if anyone (1) year after termination. Subject to Section 9 below, payment All severance payments shall be made in a lump sum sixty (60) within ten business days following of Executive’s execution and delivery of a general release of the Employee’s Separation from ServiceCompany, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns in a form acceptable to the Company. (b) The Employee and such Notwithstanding the foregoing, Executive agrees that in the event that all or a portion of any payment described in Subparagraph (b) of this Section 7 constitutes nonqualified deferred compensation within the meaning of Section 409A of the Employee’s dependents Internal Revenue Code of 1986, as are participating as amended (the “Code”), and Executive is at such time a specified employee, such payment or payments that constitute nonqualified deferred compensation within the meaning of the Code shall not be made prior to the date which is six (6) months after the date Executive separates from service (within the meaning of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(bCode), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except in circumstances in which If the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service Employment Period ends as a result of either (A) Executive’s employment by the Company terminating being terminated by the Employee’s employment Company without Cause (as defined in Section 5(d)(i)) or (B) Executive resigning from his employment by the Employee terminating the Employee’s employment Company for Good ReasonReason (as defined in Section 5(d)(ii) below), then, subject to Section 5(c) hereof, the Company shall, in addition to paying Executive any amounts due and payable pursuant to Section 5(a), pay or provide Executive with the following, subject to the provisions of Section 12 hereof: (ai) The Company shall pay Cash severance (the “Cash Severance”) equal to the Employee an amount equal to greater of (A) $10,000,000 or (B) two multiplied by the sum of (ix) eighteen (18) months of the EmployeeExecutive’s base monthly salary annual Base Salary in effect on the date Employment Termination Date and (y) the Employeeaverage of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect; provided that A. if the Employment Termination Date occurs prior to Executive having received a Year End Bonus for calendar year 2014, then the Cash Severance shall equal $17,000,000; and provided further that B. if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received Executive’s employment terminatesYear End Bonus for calendar year 2015, the reference to “the average of the Year End Bonuses (iiif any) one hundred paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause 3(b)(i)(B)(y) above shall be replaced with “the greater of (X) Executive’s Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015”; with fifty percent (15050%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject Severance payable to Section 9 below, payment shall be made Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in Section 5(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Employee’s Separation from Service.Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and (bii) The Employee and such if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014, then a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the Employee’s dependents as are participating as year in which the Employment Termination Date occurs by a fraction, the numerator of which is the date number of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained days that Executive is employed by the Company from time to time during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for its employees on the same basis and calendar year in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company; and (iii) subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the same level and cost to the Employee Executive as active employees if Executive were an employee of the Company and their dependents (excluding, for a maximum period equal to the number purposes of months for which the Company is obligated calculating cost, an employee’s ability to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue premiums with pre-tax dollars), continued participation in the Company’s plans, group health plan (to the end extent permitted under applicable law and the terms of such continued participationplan) which covers Executive (and Executive’s eligible dependents) during the Health Care Reimbursement Period (defined below), rather than provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the termination conclusion of the Employee’s employmentHealth Care Cost Reimbursement Period (as defined below) reimburse Executive for COBRA premiums, shall subject to the Company determining that reimbursement of such premiums would not reasonably be considered expected to result in the qualified event imposition of any excise taxes on the Company for purposes any failure to comply with the nondiscrimination requirements of the Employee’s Patient Protection and Affordable Care Act of 2010, as amended, in each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of period commencing on the date that Executive ceases to be employed by the Employee is first eligible Company and ending on the earliest to participate in a major medical benefit program maintained by a successor employer, and the right occur of the Employee’s dependents to participate in such programs shall terminate as of (x) the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to two years after the Employee’s rights under this Section 3(b)Employment Termination Date, (y) the Employee agrees to promptly notify date on which the Company if either can no longer provide Executive with COBRA benefits under applicable law and (z) the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become date on which Executive becomes eligible for alternative employer sponsored major medical benefit coveragehealth care coverage under the plan of a subsequent employer.

Severance. Except in circumstances in which If Employee's employment is terminated by Employee or the Company for any reason or no reason after December 31, 1997, Employee would will be entitled to payments and benefits receive on the effective date of termination of Employee's employment (the "Termination Date"), cash compensation equal to six (6) months of Employee's base salary (the "Initial Severance Payment"). In addition to the Initial Severance Payment, on the Termination Date, the Company will deposit an amount equal to six (6) months of Employee's base salary in connection escrow (the "Escrow Deposit") with a Change financial institution pursuant to an escrow agreement in form reasonably acceptable to Employee and the Company. If Employee has not obtained new employment within the six (6) month period immediately following the Termination Date, then the Escrow Agent will distribute to Employee monthly, commencing on the seventh (7th) month anniversary of Control as provided in Section 4 belowthe Termination Date and ending on the twelfth (12th) month anniversary of the Termination Date (the "Subsequent Payment Period") an amount equal to one-sixth (1/6th) of the Escrow Deposit (the "Subsequent Severance Payments"); provided, that the Subsequent Severance Payments shall be reduced, on a dollar for dollar basis, to the extent Employee receives compensation for services rendered to another person or entity during the Subsequent Payment Period (the "Offset Amounts"). The Offset Amounts, if any, shall be distributed by the Escrow Agent to the Company. Notwithstanding the foregoing, in the event that during the term of severance and other benefits provided for in this Agreement to Employee constitute "parachute payments" within the Employee has a Separation from Service as a result meaning of Section 280G of the Company terminating Code and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, the aggregate amount of such payments and benefits payable pursuant to this Section 5 shall be reduced such that the present value thereof (as determined under the Code and the applicable regulations) is equal to 2.99 times the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s 's "base monthly salary amount" as defined in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%Section 280G(b)(3) of the Code. If Employee’s Average Annual Cash Bonus's employment is terminated by Employee or the Company for any reason or no reason prior to December 31, plus (iii) if approved by the Compensation Committee of the Board1997, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall will not be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary receive any severance payments pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage5.

Severance. Except A. The Company shall, in circumstances its sole discretion, consider placing a bargaining unit employee affected by a reduction in force in an available job at the Company that is compatible with the employee’s demonstrated skills, knowledge, and abilities. In its sole discretion, any employee who the Company chooses to offer reassignment in lieu of separation, layoff or reduction, will receive the level and type of training that the Company deems necessary for the employee to succeed in the new position. The Company shall provide such retraining at no cost to the employee. B. Any bargaining unit employee who is laid off (“Laid Off Unit Employee”) for economic or other reasons (except for discharges covered under sections (A), (B), (C), and (D) of Article 17 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance per the chart below. C. Any bargaining unit employee who is discharged under section (D) of Article 17 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance per the chart below. Full Years of Service Laid Off (Section B) Discipline / Discharge (Section C) 0-1 years 12 weeks 8 weeks 4 15 11 6 19 15 7 21 17 8 23 19 9 25 21 10+ 26 21 D. All consecutive time worked without a break in employment of six (6) months or longer, including for a brand prior to acquisition by Vox Media (e.g. Punch, Seeker, Eater, Curbed, Racked, Recode), shall be considered in the severance calculation. E. All severance payments shall be paid as a lump payment. F. Any bargaining unit employee who receives severance pursuant to paragraphs (B) and (C), and who was receiving medical, dental and vision benefits through the Company shall receive, by separate lump sum payment, the monetary equivalent of the Employer’s share of the monthly COBRA premium, plus the full administrative surcharge, for the portion of the severance period for which they are no longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly COBRA amount to the carrier, the lump sum COBRA payment shall be adjusted for taxes so that the terminated employee’s monthly out of pocket financial share of health insurance premium is the same as their out of pocket financial share of premiums during employment. G. Terminated bargaining unit employees may link to or embed published Work Product. H. For a period of six (6) months from the date of a bargaining unit employee’s lay off, the Laid Off Unit Employee would be entitled to payments and benefits in connection with a Change shall have the right of Control as provided in Section 4 below, first refusal in the event that during their position, or a substantively identical position, is established by the term same vertical or department within which the Laid Off Unit Employee previously worked. A Laid Off Unit Employee shall have five (5) business days from the date of this Agreement written offer from the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:Company, to accept such reestablished position. (a) I. The Company shall pay offer Laid Off Unit Employees the option to purchase a laptop computer that is two (2) years or older, was previously supplied to a Laid Off Unit Employee, and has been erased of all information. The cost of such computers shall be discounted to take account of depreciation. In order to be eligible to purchase a laptop computer, a Laid Off Unit Employee must have returned all company property to the Employee an amount equal Company. J. Upon the request of a bargaining unit employee, the Company, in its sole discretion, may convert a portion of severance weeks due under this Agreement to paid non- working notice. The employee request shall not be unreasonably denied. Such conversion of severance into paid non-working notice shall not result in any increase of severance payments, COBRA costs or any other payments due under this Agreement. This provision shall not be subject to the sum grievance and arbitration provisions of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Servicethis Agreement. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except in circumstances in which Upon the Employee would layoff of an employee covered by this Agreement, the employee shall be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonfollowing: (a) The Company shall pay to the Employee an amount equal to the sum Pay in lieu of prior notice not given by Anixter Center, (ib) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash BonusAccrued annual leave, if any. Subject to Section 9 belowIn the event of an employee’s dismissal, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) he/she shall be entitled to continue only accrued annual leave, unless an employee has not passed his/her probationary period in which event the employee would not be entitled to participate any annual leave. In the event of a layoff or position elimination, Anixter Center will offer, when possible, comparable job openings to the affected employee(s) as outlined in Article 10, Sections 2, 3 and 4. Comparable is defined as identical pay and reasonably similar qualifications as the position the employee formerly held. In the event the employee rejects an offer of a comparable job, the employee forfeits all rights to severance pay. In the event Anixter Center has no comparable positions available, severance pay in the major medical event of a layoff shall be as follows: 1 year but less than 2 years in seniority 5 days 2 years but less than 3 years in seniority 12 days 3 years but less than 5 years in seniority 20 days 5 years in seniority and dental benefit plans sponsored and maintained by the Company from time to time for its employees on over 25 days Severance pay will be paid out in the same basis and at manner as normal pay, over a period of time, not in a lump sum. Severance pay will cease to be paid when: (a) the same cost applicable limit shown above is reached, or (b) when a comparable opening is offered to the Employee employee, whichever occurs first. An employee’s receipt of severance pay will not jeopardize his/her right to recall, however, an employee shall not exceed her/his allotment of severance pay as active employees outlined above, in any 12 month period regardless of the Company and their dependents for a maximum period equal to the number of months for which times the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall employee may be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragelaid off.

Severance. Except in circumstances (a) If the Term is terminated by the Company for Cause, (i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted stock will terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (b) If the Term is terminated by the Executive other than because of death, Disability or for Good Reason, (i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted stock will terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (c) If the Term is terminated upon the Executive’s death or Disability, (i) the Company and the Partnership will pay to the Executive’s estate or the Executive, as the case may be, a lump sum payment equal to the Executive’s base salary through the termination date, plus a pro rata portion of the Executive’s bonus for the fiscal year in which the Employee would be entitled termination occurred; (ii) the Company will make payments for one (1) year of all compensation otherwise payable to the Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits; (iii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter; and (iv) all of the Executive’s unvested restricted stock will immediately vest and all of the Executive’s restricted stock shall become free from all contractual restrictions; and (d) Subject to Section 6(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of Executive’s death or Disability, in addition to any other remedies available, or if the Executive terminates the Term for Good Reason, (i) the Company and the Partnership shall pay the Executive a lump sum equal to the product of (x) the sum of (A) the Executive’s then annual base salary and (B) the amount of the Executive’s bonus for the preceding year, multiplied by (y) the greater of (A) two and one-half (2 ½) and (B) a fraction, the numerator of which is the number of days remaining in the Term (without further extension) and the denominator of which is 365; (ii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter; (iii) all of the Executive’s unvested restricted stock will immediately vest and all of the Executive’s restricted stock shall become free from all contractual restrictions; and (iv) the Company shall also continue in effect the Executive’s health benefits noted in Section 4(c) hereof or their equivalent for a period equal to the greater of (X) two and one-half (2½) years or the remaining Term, without further extension or (Y) the date on which the Executive obtains health insurance coverage from a subsequent employer. (e) If, within twenty-four (24) months following a Change in Control, the Term is terminated by the Executive for Good Reason, or by the Company without Cause, or if the Agreement is not renewed by the Company in accordance with Section 1, in addition to any other rights which the Executive may have under law or otherwise, the Executive shall receive the same payments and benefits provided for under Section 6(d) hereof; provided, that the amount of the multiplier described in connection with a Change clause (d)(i)(y)(A) of Control as provided in Section 4 below, in 6 hereof shall be increased from two and one-half (2½) times to three and one-half (3½) times. (f) If at any time the event that during Term is not extended pursuant to the term of this Agreement the Employee has a Separation from Service proviso to Section 1 hereof as a result of the Company terminating giving notice thereunder that it elects to permit the Employeeterm of this Agreement to expire without extension, the Company shall be deemed to have terminated the Executive’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from ServiceCause. (bg) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansAs used herein, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.term “Cause” means:

Severance. Except (a) If, prior to the expiration of this Agreement, the Company breaches this Agreement by terminating the Executive's employment for any reason other than Cause (a "Breach"), or during the two year period next following a "Change in circumstances Control" (as herein defined) the Executive's employment with the Company is terminated for reasons other than death, disability or Cause ("Termination Upon Change in Control"), in lieu of additional salary payments to the Executive for periods subsequent to the date of such termination, the Company shall pay a lump sum severance payment (together with the payments provided in paragraph (c) below, the "Severance Payments") to the Executive at the time of termination. Such payment shall be an amount equal to the number of years, including fractional years, remaining until this Agreement would expire but for such termination (in any event however, the period shall be not less than two years nor more than the number of years, including the fractional years, from the date of such termination until the Executive's attainment of age 65) multiplied by the sum of (A) the Executive's Base Salary rate as in effect as of the date of termination and (B) the average of the bonus amounts awarded or due to the Executive pursuant to Section 3.2 of this Agreement. Payment of Severance Payments provided under this Section 7 in the event of a termination which constitutes a Breach by the Company will not prohibit Executive from seeking enforcement of the remaining provisions of this Agreement or other remedies for breach of this Agreement. (b) In determining the amount of payments due under any incentive plan or other bonus plan in effect for the year in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service Executive is terminated as a result of a Breach or Termination Upon Change in Control, the Company terminating shall pay the Employee’s employment without Cause Executive at the time of termination a pro-rata portion of all contingent awards granted under such plans for all uncompleted periods, assuming for this purpose that the amount of each award that would have been paid upon the completion of such period would at least equal the pro rata amount of the greater of the target or the Employee terminating the Employee’s employment maximum bonus, if any, provided for Good Reason:in such plan. (ac) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved Executive all reasonable legal fees and expenses incurred by the Compensation Committee Executive as a result of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonussuch termination (including all such fees and expenses, if any. Subject , incurred in contesting or disputing any such termination or in seeking to Section 9 belowobtain or enforce any right or benefit provided by this Agreement), payment unless the decision-maker in any proceeding, contest or dispute arising hereunder makes a formal finding that the Executive did not have a reasonable basis for instituting such proceeding, contest or dispute, in which event the Executive shall be made pay to the Company its reasonable legal fees and expenses incurred in a lump sum sixty (60) days following the Employee’s Separation from Servicedefense of such proceeding, contest or dispute. (bd) The Employee and such For the length of the Employee’s dependents as period for which severance benefits are participating as provided after any termination pursuant to this Section 7, the Company shall arrange to provide the Executive with life, disability, accident and group health insurance benefits substantially similar to those which the Executive was receiving immediately prior to the notice of termination. Benefits otherwise receivable by the date of the Employee’s termination Executive pursuant to this paragraph (“Covered Dependents”d) shall be entitled reduced to continue the extent comparable benefits are actually received by the Executive during the period following the Executive's termination, and any such benefits actually received by the Executive shall be reported to participate the Company. (e) Nothing contained in this Section 7 shall prevent the major medical Executive from receiving any and dental all benefits payable under any severance benefit plans sponsored and plan or program maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company Executive is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageentitled.

Severance. Except in circumstances in which 6.01 The Company, its successors or assigns, will pay Executive as severance pay a lump sum (the Employee would “Severance Payment”) amount equal to 12 months of Executive’s monthly Base Salary at the time of Executive’s termination if (a) the employment of Executive is terminated by the Company without Cause at any time, or (b) Executive terminates his employment for “Good Reason” at any time. For the purposes of this Section 6.01 such termination may occur at any time during the Term, whether before, on, or after the Termination Date and “Good Reason” shall be entitled to payments and benefits in connection with a Change of Control as provided defined in Section 4 below, 6.03. Nothing in this Section 6.01 shall limit the event that during the term of this Agreement the Employee has a Separation from Service as a result authority of the Company terminating the Employee’s employment without Cause or the Employee terminating the EmployeeBoard to terminate Executive’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months Cause in accordance with Section 5.03. Payment of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject Severance Payment pursuant to Section 9 below6.01, payment less customary withholdings, shall be made in a one lump sum sixty (60) days on the 30th day following Executive’s termination or resignation. In addition, the Employee’s Separation from Service. (b) The Employee and such Severance Payment shall be reduced by the amount of cash severance-type benefits to which Executive may be entitled pursuant to any other cash severance plan, agreement, policy or program of the Employee’s dependents as are participating as Company or any of its subsidiaries; including any payment for post-employment restrictions, provided, however, that if the date amount of cash severance benefits payable under such other severance plan, agreement, policy or program is greater than the Employee’s termination (“Covered Dependents”) shall Severance Payment payable pursuant to this Agreement, Executive will be entitled to continue to participate in receive the major medical amounts payable under such other plan, agreement, policy or program which exceeds the Severance Payment. Without limiting other payments which would not constitute “cash severance-type benefits” hereunder, any cash settlement of stock options, accelerated vesting of stock options and dental benefit plans sponsored retirement, pension and maintained by the Company from time to time other similar benefits shall not constitute “cash severance-type benefits” for its employees on the same basis and at the same cost to the Employee as active employees purposes of the Company and their dependents for a maximum period equal to the number of months for which this Section 6.01. 6.02 If the Company is obligated to pay the Employee’s base salary Severance Payment provided in Section 6.01, and if Executive timely elects to continue his group health and dental insurance coverage pursuant to Section 3(a) above. Should applicable COBRA/continuation law and the Employee for himself or herself or his or her Covered Dependents elect to continue participation in terms of the Company’s respective benefit plans, the end Company will pay on Executive’s behalf the premiums for such coverage for the lesser of 12 months or such continued participation, rather than the termination of the Employeetime as Executive’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA COBRA/continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employerrights expire, and cause the right immediate vesting of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageany unvested stock options then held by Executive.

Severance. Except in circumstances in A. Any bargaining unit employee who is laid off (“Laid Off Unit Employee”) for economic or other reasons (except for discharges covered under sections (A), (B), (C), and (D) of Article 15 (Discipline and Discharge)) shall, subject to execution of a standard Company separation agreement, receive gross severance equal to eleven (11) weeks’ salary, plus, for unit employees with at least three (3) full years of service, an additional one (1) week’s salary per full year of service, starting with the third full year of service, and a maximum severance payment of eighteen (18) weeks’ severance. B. Any bargaining unit employee who is discharged under section (D) of Article 15 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance equal to seven (7) weeks’ salary, plus, for unit employees with at least four (4) full years of service, an additional one (1) week’s salary per full year of service, starting with the fourth full year of service, and a maximum severance payment of fourteen (14) weeks’ severance. C. All severance payments shall be paid as a lump payment. D. Any bargaining unit employee who receives severance pursuant to paragraphs (A) and (B), and who was receiving medical, dental and vision benefits through the Company shall receive, by separate lump sum payment, the monetary equivalent of the Employer’s share of the monthly COBRA premium, plus the full administrative surcharge, for the portion of the severance period for which they are no longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly COBRA amount to the carrier, the lump sum COBRA payment shall be adjusted for taxes so that the terminated employee’s monthly out of pocket financial share of health insurance premium is the same as their out of pocket financial share of premiums during employment. E. Terminated bargaining unit employees may link to or embed published Work Product. F. For a period of six (6) months from the date of a bargaining unit employee’s lay off, the Laid Off Unit Employee would be entitled to payments and benefits in connection with a Change shall have the right of Control as provided in Section 4 below, first refusal in the event that during their position, or a substantively identical position, is established by the term same vertical or department within which the Laid Off Unit Employee previously worked. A Laid Off Unit Employee shall have five (5) business days from the date of this Agreement written offer from the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:Company, to accept such reestablished position. (a) G. The Company shall pay offer Laid Off Unit Employees the option to purchase a laptop computer that is two (2) years or older, was previously supplied to a Laid Off Unit Employee, and has been erased of all information. The cost of such computers shall be discounted to take account of depreciation. In order to be eligible to purchase a laptop computer, a Laid Off Unit Employee must have returned all company property to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from ServiceCompany. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except in circumstances in In lieu of any severance pay or severance benefits otherwise payable to the Employee under any plan, policy, program or arrangement of the Company or its subsidiaries, the following shall apply: a. Subject to Section 3(d), if there is a Termination (as herein defined) (but excluding by the Employee for Good Reason) other than during the Change of Control Period (as herein defined), the Employee shall be entitled to receive (i) a lump-sum severance payment equal to nine-months of his then-current annual base salary, and (ii) his Annual Bonus with respect to any completed year for which the Employee would be entitled to payments and benefits has not yet been paid, based on actual performance, paid at the time that executives are generally paid their annual bonuses for the applicable bonus year but in connection with a Change of Control as provided in Section 4 below, in the any event that during the term of this Agreement the Employee has a Separation from Service as a result no later than March 15 of the Company terminating calendar year following the last day of such completed year. b. Subject to Section 3(d), if there is a Termination of the Employee’s employment without Cause or with the Company during the Change of Control Period, the Employee terminating shall be entitled to receive (i) a lump-sum severance payment equal to (A) one hundred percent (100%) of his then current annual salary plus (B) the amount of his then-current bonus target (or, if higher, the amount of any Annual Bonus paid in respect of the calendar year prior to the calendar year of termination of employment), (ii) his Annual Bonus with respect to any completed year for which the Employee has not yet been paid, based on actual performance, paid at the time that executives are generally paid their annual bonuses for the applicable bonus year but in any event no later than March 15 of the calendar year following the last day of such completed year and (iii) accelerated vesting, effective upon such Termination, with respect to 100% of his outstanding equity-based awards (if any): provided, that vesting of any performance-based awards shall be governed by and determined in accordance with the applicable governing documents. c. Subject to Section 3(d), following a Termination, the Employee shall be reimbursed for the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in excess of the cost of such benefits that active employees of the Company are required to pay, for a period of twelve (12) months (or until the Employee obtains individual or family coverage through alternative coverage, if earlier) (the “COBRA Period”), provided that the Employee elects COBRA coverage and subject to the conditions that: (i) the Employee is responsible for promptly notifying the Company if the Employee obtains alternative insurance coverage, (ii) the Employee will be responsible for the entire COBRA premium amount after the end of the COBRA Period; (iii) if the Employee declines COBRA coverage, then the Company shall not make any alternative payment to the Employee in lieu of paying for COBRA premiums, and (iv) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Employee. d. The severance pay and severance benefits described in the foregoing provisions of this Section 3 are expressly conditioned upon the Employee’s execution and delivery of the Company’s customary general waiver and release of claims in favor of the Company and its affiliates, that has become effective and irrevocable in accordance with its terms within 60 days following the date of termination of employment. All payments (including any payments that would have been made between the date of termination of employment and the effective date of such release but excluding any payments in respect of equity awards) shall be made as soon as practicable but in any event within 10 days following the effective date of such release; provided that if such 60-day period spans two calendar years, in no event will any payments or benefits that constitute “deferred compensation” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), be paid prior to the first day of such second calendar year. Any payments in respect of the settlement of equity awards (including equity awards that vested in accordance with this Section 3) shall be made in accordance with the agreements governing such grants. e. Upon termination of the Employee’s employment for Good Reason: (a) The any reason, this Agreement shall terminate and the Company shall pay not have any obligation to provide any compensation or benefits to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if anyexcept as specifically contemplated herein. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the Upon termination of the Employee’s employmentemployment for any reason, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b)whether voluntarily or involuntarily, the Employee shall be deemed to have resigned from all positions, directorships, and memberships held with the Company or any of its affiliates, whether as an employee, officer, director, trustee, consultant, or otherwise, and such resignations shall be effective upon such termination of employment without any other action required by the Employee. The Employee hereby agrees to promptly notify execute all documentation reasonably requested by the Company if either to effectuate the Employee foregoing, or his or otherwise authorizes the officers of the Company to execute all such documentation on his/her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragebehalf.

Severance. Except Sellers or their affiliates (other than the Transferred Subsidiaries) shall retain or assume and be solely responsible for, and shall indemnify and hold harmless Purchaser and its affiliates (including, after the Applicable Closing Date, the Transferred Subsidiaries) from, all Liabilities that may result in circumstances respect of claims for statutory, contractual or common law severance or other separation benefits or other legally mandated payment obligations (including claims for wrongful dismissal, notice of termination of employment or pay in which lieu of notice, plus any payment under the Employee would be entitled CRM Retention Bonus Program and any retention, change in control or transaction bonuses or equity or equity-based compensation or benefits), together with the employer-paid portion of any employment or payroll taxes related thereto, arising out of, relating to payments and benefits or in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company the consummation of the transactions contemplated by this Agreement, and (b) an Employee’s rejection of Purchaser’s offer of employment, other than any such Liability (which shall pay to the Employee an amount equal to the sum of be assumed by Purchaser) arising from (i) eighteen (18) months Purchaser’s failure to offer employment to or continue the employment of the Employee’s base monthly salary any Employee on terms consistent with this Article VI and in effect on the date the Employee’s employment terminates, accordance with applicable Law or (ii) one hundred fifty percent Purchaser’s termination of employment of any Transferred Employee after 12:01 a.m. on the Applicable Closing Date. Without limiting the generality of Section 6.03 and without prejudice to the terms of Section 6.01(c) to (150%h), with respect to any Transferred Employee whose employment is terminated by Purchaser during the Benefit Period, Purchaser shall provide such Transferred Employee with the cash severance benefits such Transferred Employee would have received if he or she separated from Sellers immediately prior to the applicable Closing under the applicable Employee Benefit Plan set forth in Section 3.17(a) of the Employee’s Average Annual Cash BonusDisclosure Schedule that is designated as a severance plan or severance policy; provided, plus (iii) if approved by the Compensation Committee of the Boardhowever, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event that for purposes of this covenant and Purchaser’s severance plans, such Transferred Employee shall be credited for service with Sellers as described in Section 6.05 and for service with Purchaser following the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageApplicable Closing Date.

Severance. Except in circumstances in which If the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service Employment Period ends as a result of either (A) Executive’s employment by the Company terminating being terminated by the EmployeeCompany without Cause (as defined in Section 4(d)) or (B) Executive resigning from Executive’s employment without Cause or by the Employee terminating the Employee’s employment Company for Good ReasonReason (as defined in Section 4(d)), then, subject to Section 4(c) hereof, the Company shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the following, subject to the provisions of Section 11 hereof: (ai) The Company shall pay to the Employee an amount equal to the lesser of (A) $1,000,000 and (B) the sum of (ix) eighteen (18) months of the EmployeeExecutive’s base monthly salary annual Base Salary in effect on the date Employment Termination Date and (y) the Employee’s employment terminatesaverage of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (iisuch lesser amount, the “Cash Severance”) one hundred (provided that, notwithstanding the foregoing, if the Employment Termination Date occurs prior to Executive having received a Year End Bonus for calendar year 2014, then the Cash Severance shall be $1,000,000), with fifty percent (15050%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject Severance payable to Section 9 below, payment shall be made Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in Section 4(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the EmployeeEmployment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause (B)(y) above shall be replaced with “the greater of (X) Executive’s Separation from Service.Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015 (with such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and (bii) The Employee a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year (with such of target Year End Bonus being, except as otherwise expressly specified in Section 3(d) hereof, as reasonably determined by the Employee’s dependents as are participating Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the date of Employment Termination Date relative to the Employee’s termination (“Covered Dependents”hurdles set) shall be entitled to continue to participate in which the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and Employment Termination Date occurs payable at the same cost time performance bonuses for such calendar year are paid to the Employee as active employees other senior executives of the Company and their dependents for a maximum period Company; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (ii) exceed an amount equal to $1,000,000 minus the number amount of months for which Cash Severance; and if the Company amount of Cash Severance is obligated equal to pay the Employee’s base salary $1,000,000 then no pro rata Year End Bonus will be payable pursuant to Section 3(athis clause (ii); and (iii) above. Should the Employee for himself or herself or his or her Covered Dependents elect subject to continue participation in the Company(A) Executive’s plans, the end timely election of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstandingunder the Consolidated Omnibus Budget Reconciliation Act of 1985, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employeramended (“COBRA”), and (B) Executive’s continued copayment of premiums at the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.same level

Severance. Except (a) Subject to Section 7.1(a) and Section 7.2(b), during the applicable Post-Closing Protected Period, the Buyer shall, or shall cause an Affiliate to, provide any Transferred Employee located in the United States who experiences a termination of employment by or with the Buyer or its applicable Affiliate under circumstances that entitle or would have entitled such Transferred Employee to severance benefits under the applicable severance plan of the applicable Seller Entity effective immediately prior to the date hereof and set forth on Schedule 7.2 (each, a “Seller Severance Plan”) (such termination, a “Qualifying Termination”), with cash severance benefits no less favorable than those set forth in which such applicable Seller Severance Plan that would apply in the Employee would be entitled to payments and benefits in connection event of a termination of employment “In Connection with a Change of Control in Control” (as provided in Section 4 below, defined in the event that during applicable Seller Severance Plan) (the term “Specified Severance Benefits”), with all such cash severance benefits to be conditioned upon execution by such Transferred Employee of this Agreement a valid release of claims for the Employee has a Separation from Service as a result benefit of the Company terminating Seller and the Employee’s employment without Cause Buyer (or an applicable Affiliate of the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay Buyer), on a form reasonably acceptable to the Employee an amount equal to Seller and the sum Buyer. The Buyer shall provide the Seller with notice of (i) eighteen (18) months all Qualifying Terminations and provide documentation of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatescompliance with this Section 7.2, (ii) one hundred fifty percent (150%) including copies of the Employee’s Average Annual Cash Bonusexecuted releases of claims, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum within sixty (60) days following of each such Qualifying Termination. Notwithstanding anything to the contrary in this Agreement, the provision of severance benefits pursuant to this Section 7.2 shall exclude any entitlements or obligations to accelerate the vesting of any equity or equity-based awards of the Buyer then-held by the applicable Transferred Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost Notwithstanding anything to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to contrary in Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b7.1(a), the Employee agrees Seller shall reimburse the Buyer and its Affiliates for the aggregate Specified Severance Benefits and the employer-portion of taxes associated therewith, payable to promptly notify or for the Company if either benefit of any Transferred Employees (except for the Employee or his or her dependents employees set forth on Schedule 1.1(i)) who continue experience a Qualifying Termination during the first [***] of the applicable Post-Closing Protected Period (the “Seller-Covered Qualifying Termination Period” and a Qualifying Termination during the Seller-Covered Qualifying Termination Period, a “Seller-Covered Qualifying Termination”). In connection with the foregoing, (i) within thirty (30) days following the Seller-Covered Qualifying Termination Period, the Buyer shall provide to participate in the Company’s major medical Seller an invoice setting out the aggregate Specified Severance Benefits and dental benefit plans become eligible the employer-portion of taxes associated therewith, payable as a result of all Seller-Covered Qualifying Terminations (the “Seller Reimbursement Amount”), and (ii) the Seller shall reimburse Buyer for alternative employer sponsored major medical benefit coveragethe Seller Reimbursement Amount within forty-five (45) days following receipt of such invoice.

Severance. Except in circumstances in which In no way limiting the Employee would be entitled to payments and benefits in connection with a Change Company’s policy of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonat will: (a) The If Employee’s employment with the Company shall pay is terminated by the Company without Cause or by Employee with Good Reason prior to the Employee an amount equal Expiration Date, and provided that all of the following have occurred within 60 days following the termination of Employee’s employment with the Company (such 60th day being referred to as the sum of “Release Date”): (i) eighteen Employee first signs and delivers to the Company a Confidential Severance and Release Agreement in substantially the same form as that attached hereto as Exhibit B (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates“Release Agreement”), (ii) one hundred fifty percent (150%) any revocation right of the Employee’s Average Annual Cash BonusEmployee under such Release Agreement shall have expired, plus and (iii) if approved by the Compensation Committee such Release Agreement shall have become effective, Employee shall be entitled to receive severance compensation equal to 75% of his annual Base Salary and Target Bonus for purpose of the Board, a Pro Rata Portion MIP in effect for the year in which the Termination Date occurs (determined regardless of the Employee’s Annual Cash Bonusactual results of the Company for that year), if any. Subject payable in nine (9) monthly installments equal to Section 9 belowone-ninth of such severance compensation, payment shall be made in a lump sum sixty subject to required withholding, payable at the end of each of the next nine (609) days full calendar months following the Employee’s Separation from Servicefirst full calendar month following the Release Date. (b) The Notwithstanding anything to the contrary herein contained, except to the extent required by law, the Company shall not be required to pay any amounts under this Section 5 or elsewhere in this Agreement if Employee is in breach of any of its obligations under this Agreement or any other Agreement with the Company, including without limitation, any obligation relating to the treatment of Company confidential information and such of the any non-compete obligation. (c) If Employee’s dependents as are participating as of employment with the date of the Employee’s termination (“Covered Dependents”) Company is terminated for Cause or death or Disability, or Employee resigns without Good Reason, Employee shall be entitled to continue to participate in receive only: (i) Employee’s Base Salary earned and payable through the major medical and dental benefit plans sponsored and maintained by the Company from Termination Date; (ii) any accrued but unused vacation/time to time for its employees on the same basis and at the same cost off to the Employee as active employees of the Company and their dependents extent required under applicable law; (iii) reimbursement for a maximum period equal all incurred but unreimbursed expenses to the number of months for which the Company extent Employee is obligated entitled to pay the Employee’s base salary pursuant to Section 3(abe reimbursed; and (iv) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansany other earned but unpaid compensation, the end of such continued participationif applicable, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right Termination Date. (d) For purposes of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b)Agreement, the Employee agrees to promptly notify following terms shall have the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.meanings set forth below:

Severance. Except If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in circumstances effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Employee would Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments and benefits if employment is terminated in connection accordance with a Change the provisions of Control as provided in Section 4 below5.2(a) or Section 5.3. Notwithstanding anything to the contrary herein, in the event that Officer accepts employment during the term Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Section 6 of this Agreement Agreement, the Employee has a Separation from Service as a result Bank agrees that payment of the Company terminating Salary and health and medical benefits shall continue for the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall Severance pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the with no right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragesetoff.

Severance. Except In the event that, prior to the end of the Specified Period, (a) the Succession Plan does not occur in circumstances accordance with the Merger Agreement, and you resign in which accordance with the Employee would be entitled to payments notice and benefits in connection with a Change of Control as provided in Section 4 below, timing procedures for Constructive Termination in the event that during Severance Plan or (b) you experience a termination of your employment without Cause (as defined in the term of this Agreement the Employee has a Separation from Service Severance Plan) or as a result of a Constructive Termination (as defined in the Company terminating Severance Plan, but subject to the Employee’s section entitled “Waiver of Constructive Termination” below) (each such termination of employment without Cause or the Employee terminating the Employee’s employment for Good Reason: in clauses (a) The Company shall pay and (b), a “Qualifying Termination”), you will be entitled to receive (i) any annual bonus or long-term incentive award earned or accrued for a prior performance period that has not yet been paid, (ii) the Employee greater of (A) an amount equal to the sum of (ix) eighteen (18) months your then applicable base salary through the remainder of the EmployeeSpecified Period; and (y) annual bonuses (based on your target bonus for the year in which the Qualifying Termination occurs) that would have been earned or accrued during the remainder of the Specified Period and (B) an amount equal to two times the sum of your then applicable annual base salary and target annual bonus for the year in which the Qualifying Termination occurs, (iii) the employer portion of the COBRA continuation premium to cover you and your dependents enrolled under the Corporation’s base monthly salary health, vision and dental plans in effect on as of the termination date for 12 months and (iv) reimbursement of up to $25,000 of reasonable and well-documented expenses directly relating to outplacement counselling services obtained by you during the Employee’s employment terminates, 18-month period following your termination date. The amounts in clauses (ii) one hundred fifty percent and (150%iii) will be payable ratably over six months, in accordance with the Corporation’s normal payroll practices, commencing with the payroll period immediately following the date on which the Release Requirements of Section 9(a) of the Employee’s Average Annual Cash Bonus, plus Severance Plan are satisfied. The reimbursements in clause (iiiiv) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made as soon as practicable after submission of appropriate expense reports with the Corporation, but in no event later than the end of the taxable year following the year in which such expense was incurred. In the event you experience a termination of employment due to your death or Disability (as defined in the Severance Plan), you will be entitled to receive a lump sum sixty (60cash payment on the 60th day following your termination date, subject to compliance with the Release Requirements in Section 3.4(c) days following the Employee’s Separation from Service. (b) The Employee and such of the EmployeeEmployment Agreement, equal to the sum of (1) the Accrued Obligations (as defined in the Employment Agreement) and (2) 12 times the employer portion of the monthly COBRA continuation premium to cover you and your dependents enrolled under the Corporation’s dependents as are participating health, vision and dental plans in effect as of the date termination date. You hereby acknowledge and agree that no severance benefits or payments will be due to you under Section 3 of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate Employment Agreement or Section 4 of the Severance Plan in the major medical and dental benefit plans sponsored and maintained by event of any termination of your employment following the Company from time to time for its employees Closing Date. Amounts under this letter agreement that are conditioned on the same basis and at the same cost to the Employee as active employees satisfaction of the Company Release Requirements will be paid or will commence, if at all, in accordance with the terms of this letter agreement but in no event later than 75 days following your termination date and their dependents only if such Release Requirements have been satisfied prior to such date. In the event that the period for satisfying the Release Requirements of the Severance Plan or under the Employment Agreement begins in one calendar year and ends in a maximum period equal to second calendar year, any payment that is conditioned on the number satisfaction of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation such requirement shall commence in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragesecond calendar year.

Severance. Except in circumstances in which (a) Subject to Section 12, if the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in Company terminates the event that during the term of this Agreement the Employee has a Separation from Service Executive's employment (other than For Cause or as a result of the Company terminating the EmployeeExecutive’s employment without Cause death or Disability) pursuant to Section 10(a), or the Employee terminating the Employee’s Executive terminates his employment for Good Reason:Reason pursuant to Section 10(b): (ai) The Company shall (subject to Section 11(b) below): (A) pay or cause to be paid to the Employee Executive a lump-sum payment, within ten (10) calendar days of the Termination Date, in an amount equal to the sum of (ix) eighteen any unpaid Base Pay through the Termination Date, (18y) months payment in respect of any accrued but unused paid time off or sick pay, and (z) payment in respect of any business expenses reimbursable under Section 7 of this Agreement that have been incurred but not reimbursed prior to the Termination Date; (B) pay or cause to be paid to the Executive an amount equal to the sum of (I) 100% of the Employee’s base monthly salary Executive's Base Pay in effect on the Termination Date (or in effect immediately prior to any reduction contemplated by Section 10 (b)(i)(B) hereof, whichever is higher) and (II) $400,000, such sum payable in twelve (12) monthly installments on the Company's last payroll date of each of the first twelve (12) calendar months commencing immediately following the 60th day following the Termination Date; and (C) pay or cause to be paid to the Executive, under all circumstances, any other compensation or benefits which may be owed or provided to or i n respect of the Executive in accordance with the terms and provisions of any plans or programs of the GENBAND Entities (the applicable payments under this Section 11 (a) collectively, the "Severance Payment); provided, however , that if the Executive is a Specified Employee’s employment terminates, except to the extent that any amounts payable to the Executive as a Severance Payment are not treated as deferred compensation under Section 409A, such as, for example, certain payments pursuant to a separation pay plan, the Severance Payment shall not be provided to the Executive until the earlier of (I) the expiration of the six-month period measured from the Separation from Service Date and (II) the date of the Executive's death. All payments delayed pursuant to this paragraph shall be pa id, with interest thereon calculated at the "prime rate," as quoted from time to time during the relevant period in the Southwest Edition of The Wall Street Journal, on the first day of the seventh month following the Executive's Separation from Service Date (or the date of the Executive's death, if earlier), and all remaining payments due pursuant to this Agreement shall be pa id as otherwise provided herein; (ii) one hundred fifty percent (150%) The Executive shall be entitled to reimbursement for, or payment by or on behalf of the EmployeeGENBAND Entities or any successor entities of, the premium cost for such group health plan coverage for which the Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended ("COBRA") (and which the Executive properly and timely elects to receive with respect to the Executive or any Qualified Beneficiary (as defined in COBRA) whose continued coverage under such GENBAND Entity group health plan is continued and whose coverage derives from being the spouse or a dependent of the Executive) for so long as the Executive or, as appropriate, such Qualified Beneficiary, remains eligible for continuation coverage as contemplated pursuant to COBRA and the relevant group health plan of the GENBAND Entities, but i n no event longer than twelve (12) months (such period of continued coverage, the "Continuation Period''). The GENBAND Parties shall at the same time as any such action (including payment of any reimbursement) make any payment that may be necessary to ensure that the Executive's after-tax position with respect to any health and welfare benefits or cash payments received pursuant to this Section 11(a)(ii) is not worse than the Executive's after-tax position in the event such benefits had been provided to the Executive while he was employed by the Company. Any such reimbursement or in-kind benefits provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive's taxable year following the taxable year in which the expenses are incurred, and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such reimbursements. The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and the Executive’s Average Annual Cash Bonusright to such reimbursement or payment of any such expenses will not be subject to liquidation or exchange for any other benefit. Any tax gross-up payment provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive’s taxable year following the taxable year in which the Executive remits the related taxes, plus and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such tax gross-ups; and (iii) if approved by the Compensation Committee If such termination of the BoardExecutive's employment occurs within twelve (12) months after a Change in Control, a Pro Rata Portion notwithstanding anything to the contrary in any applicable equity award agreement or equity plan, each Equity Award (including, but not limited to, any Equity Awards of Cayman Holdings, including the Class E Shares) granted to the Executive that is outstanding as of the Employee’s Annual Cash BonusTermination Date shall, if any. Subject without further action, become immediately fully vested, any automatic repurchase rights will fully lapse, and all restrictions with respect thereto shall lapse to Section 9 belowthe extent such Equity Awards have not otherwise vested, payment shall be made in a lump sum sixty (60) days following automatic repurchase rights have not lapsed, or any other restrictions with respect thereto have not otherwise lapsed on or prior to the Employee’s Separation from ServiceTermination Date. (b) The Employee and such GENBAND Parties' obligations pursuant to this Section 11 shall be conditioned upon (i) the Executive's termination of employment constituting a "separation from service" within the meaning of Section 1.409A-1(h) of the Employee’s dependents Department of Treasury Regulations and (ii) the Executive's execution and delivery of a release, in substantially the form attached hereto as are participating Exhibit A, on or prior to the 60th day following the Termination Date, which has not been revoked by the Executive prior to, and cannot be revoked by the Executive after, such 60th day. Further, for purposes of Section 409A, the Executive's right to receive installment payments pursuant to this Section 11 shall be treated as a right to receive a series of separate and distinct payments. (c) Notwithstanding any other provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 11 and under Sections 12 through 30 will survive the expiration of this Agreement, any expiration of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical Employment Term and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event Executive's employment for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageany reason whatsoever.

Severance. Except Purchaser shall, or shall cause one of its Affiliates to, pay to each Continuing Employee who is terminated during the Continuation Period for any reason other than cause or the Continuing Employee’s death or disability (a “Severed Continuing Employee”), subject to the Continuing Employee’s timely executing and not revoking a release of claims, a lump sum payment in circumstances in which the cash equal to two weeks’ base pay for each year of service or portion thereof (taking into account, for this purpose, service as a Continuing Employee as well as service that would be entitled credited to payments and benefits in connection the Severed Continuing Employee under Section 5.7), with a Change minimum of Control eight (8) weeks’ base pay, with the base pay determined at the then applicable rate. For this purpose, (a) the resignation by a Continuing Employee in lieu of a requirement that such employee transfer to a main work location that is more than 50 miles from his or her main work location as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating Closing Date, and (b) the termination of a Continuing Employee’s employment without Cause or the Employee terminating the Employeeby reason of such employee’s employment declining a request for Good Reason: (a) The Company such a transfer shall pay be considered termination for a reason other than cause. In addition, to the extent a Severed Continuing Employee an elects COBRA Continuation Coverage, the amount equal payable by such Severed Continuing Employee in respect of COBRA premiums during the months that such COBRA Continuation Coverage remains in effect (but only up to the sum of (i) first eighteen (18) months of months) shall be no more than the active employee premiums payable for the same medical and/or dental coverage covering the Severed Continuing Employee and the Severed Continuing Employee’s base monthly salary in effect on spouse and eligible dependents. Notwithstanding the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonusforegoing, if any. Subject any Continuing Employee is entitled to severance benefits under an individual severance, employment or similar agreement, the terms of such agreement and not this Section 9 below5.6 shall govern, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Continuing Covered Dependents”) Employees shall be entitled to continue severance benefits only to participate the extent provided in the major medical and dental benefit plans sponsored and maintained a Collective Bargaining Agreement or otherwise agreed by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageapplicable union.

Severance. Except If your employment is terminated (i) by the Company other than for Cause or (ii) by you for Good Reason (as defined below), in circumstances addition to the Accrued Amounts and in which the Employee would lieu of any payments or benefits under any other Company separation policy or program, you will be entitled to payments and benefits in connection with to: (A) a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount payment equal to the sum of twelve (i) eighteen (1812) months of your Base Salary plus twelve (12) months of your Target Annual Bonus Opportunity (the Employeeamount of such payment, the “Severance Amount”); and (B) a payment equal to the premiums that you would pay if you elected continued health coverage under the Company’s base monthly salary health plan for you and your eligible dependents for the twelve (12) month period following the Termination Date, less the applicable active employee rate, which premiums will be calculated based on the rate determined under the COBRA rate in effect on the date Termination Date (“Medical Benefit Payment”); provided that any delays in the Employeesettlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Internal Revenue Code, as amended (the “Code”), and the Treasury Regulations thereunder (“Section 409A”) shall remain in effect. The Company’s employment terminatesobligations to make the payments and provide the benefits set forth in (A) and (B) in this Section 3(b) shall be conditioned upon your continued compliance with your obligations under Section 4 below and your execution and nonrevocation of a release of claims in favor of the Company and its affiliates in a form provided by the Company (“Release”). Notwithstanding any provision to the contrary herein (other than the provisions of Section 7 below), and without limitation of any remedies to which the Company may be entitled, (iiI) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment Severance Amount shall be made paid in installments in accordance with the Company’s regular payroll practices during a lump sum twelve (12) month period commencing within sixty (60) days following the Employee’s Separation Termination Date (with the first such payment to include all installment amounts from Service. the Termination Date), and (bII) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) Medical Benefit Payment shall be entitled to continue to participate paid in a lump sum within sixty (60) days following the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date Termination Date; provided that the Employee Release is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageeffective.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The If the Term is terminated by the Company shall for Cause, the Company and the Partnership will pay to the Employee Executive an aggregate amount equal to the Executive's accrued and unpaid base salary through the date of such termination, and all unvested options will terminate immediately and any vested options issued pursuant to the Company's Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (b) If the Term is terminated by the Executive other than because of death, Disability or for Good Reason, the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive's accrued and unpaid base salary through the date of such termination, and all unvested options will terminate immediately and any vested options issued pursuant to the Company's Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (c) If the Term is terminated upon the Executive's death or Disability, the Company and the Partnership will pay to the Executive's estate or the Executive, as the case may be, a lump sum payment equal to the Executive's base salary through the termination date, plus a pro rata portion of the Executive's bonus for the fiscal year in which the termination occurred. In addition, the Company will make payments for one (1) year of all compensation otherwise payable to the Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits. In addition, all of the Executive's unvested stock options and restricted stock awards will immediately vest and become exercisable for a period of one (1) year thereafter and shares of restricted stock of the Company previously granted to the Executive shall become free from all contractual restrictions. (d) Subject to Section 5(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of his death or Disability, in addition to any other remedies available, or if the Executive terminates the Term for Good Reason, the Company and the Partnership shall pay the Executive a lump sum equal to the product of one (1) times the sum of (iA) the Executive's then annual base salary and (B) the amount of the Executive's bonus for the preceding year, or if the Term is terminated prior to December 31, 1999 the Executive's target bonus for such year. In addition, all of the Executive's unvested stock options and restricted stock awards will immediately vest and become exercisable for a period of one (1) year thereafter and shares of restricted stock of the Company previously granted to the Executive shall become free from all contractual restrictions, and the Company shall continue in effect the Executive's health insurance benefits until the earlier of (x) one (1) year from the end of the Term or (y) the date on which the Executive obtains health insurance coverage from a subsequent employer. (e) If, within eighteen (18) months following a Change in Control, the Term is terminated by the Executive for Good Reason or by the Company without Cause, in addition to any other rights which the Executive may have under law or otherwise, the Executive shall receive the same payments and benefits provided for under Section 5(d) hereof; provided, that the amount of the Employee’s base monthly salary multiplier -------- described in effect on the date the Employee’s employment terminates, clause (ii) one hundred fifty percent (150%d) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment 5 hereof shall be made in a lump sum sixty increased from one (601) days following the Employee’s Separation from Servicetimes to two (2) times. (bf) The Employee Notwithstanding anything in this Section 5 to the contrary if the Term is terminated for any reason within twenty-four (24) months following the Spin-Off Date, the Pre-Spinoff Awards will immediately vest and remain exercisable in accordance with their respective terms; provided, however, such -------- ------- Pre-Spinoff Awards will have an exercise period of the Employee’s dependents as are participating as of at least one-year from the date of the Employee’s termination termination. (“Covered Dependents”g) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansAs used herein, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.term "Cause" means:

Severance. Except Should the Executive experience a termination of employment during the Employment Period pursuant to Section 6.1(e) or Section 6.1(f) above, then, subject to Executive executing, and failing to revoke during any applicable revocation period, a general release of all claims against Employer and its Affiliates in circumstances in which a form acceptable to the Employee would Employer within forty-five (45) days after Executive’s termination of employment, the Executive shall be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonto: (ai) The Company shall pay to the Employee an amount a lump sum payment equal to the sum of one (i1) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, times his then current Base Salary; (ii) a lump sum payment equal to one hundred fifty percent (150%1) of the Employee’s Average Annual Cash Bonus, plus times his then current cash bonus target amount; and (iii) if approved a lump sum payment of a prorated bonus for the bonus period during which the termination of employment occurs determined by multiplying (A) the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonusbonus, if any, Executive would have been entitled to receive for such bonus period if Executive’s employment had not terminated (based on actual performance during such bonus period) by (B) a fraction, the numerator of which is the number of days Executive was employed with the Company during the applicable bonus period and the denominator of which is the total number of calendar days in such bonus period. Subject to Section 9 below6.7, such lump sum payment shall under this Section will be made in a lump sum no later than sixty (60) days following the EmployeeExecutive’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of Service on or after the date the Executive’s employment is terminated, provided, that if such period of 60 days spans two taxable years, the Employee’s termination (“Covered Dependents”) shall severance will be entitled to continue to participate paid in the major medical second taxable year, and dental benefit plans sponsored and maintained by provided, further, that the Company from time prorated bonus referred to time for its employees on the same basis and in Section 6.4(iii) above will be paid at the same cost time bonuses for the applicable bonus period, if any, are paid to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than executive officers generally. Severance payments do not result in extending employment beyond the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragedate.”

Severance. Except The equivalent of: (i) twelve (12) months of Executive’s Base Salary in circumstances in which effect as of the Employee would date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Cash Severance”); provided, however, that of such amount nine (9) months of Executive’s Base Salary shall initially be entitled to payments paid, and benefits in connection with a Change the remaining three (3) months of Control as provided in Section 4 below, the Executive’s Base Salary shall only be paid in the event that during Company stockholders have received a minimum liquidating distribution pursuant to that certain Plan of Dissolution of the term Company, as approved by the Board on December 19, 2023, of this Agreement the Employee has a Separation from Service as a result at least $0.05 per share and all obligations of the Company terminating have been paid, reserved, or otherwise resolved under applicable law, as determined by the Employee’s employment without Cause or Board in its discretion (the Employee terminating the Employee’s employment for Good Reason:“Contingent Severance Conditions”); (aii) The Company shall pay Solely in the event that the Contingent Severance Conditions are fulfilled, as determined by the Board in its discretion, twelve (12) months (i.e., 1x) of Executive’s target Annual Bonus for the applicable bonus year in which the termination of employment occurs, subject to standard payroll deductions and withholdings (the Employee an amount equal to the sum of “Annual Bonus Severance”); and (iiii) eighteen twelve (1812) months of the Employeecost of Executive’s base monthly salary COBRA premiums needed to continue Executive’s medical, dental and vision insurance coverage (including coverage for eligible dependents, if applicable) (the “CIC COBRA Severance”), subject to standard payroll deductions and withholdings; provided, however, that of such amount nine (9) months of Executive’s CIC COBRA Severance shall initially be paid, and the remaining three (3) months of Executive’s CIC COBRA Severance shall only be paid in effect on the date event the Employee’s employment terminatesContingent Severance Conditions are fulfilled, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved as determined by the Compensation Committee of the BoardBoard in its discretion. The CIC Cash Severance, a Pro Rata Portion of the Employee’s Annual Cash BonusBonus Severance, if any. Subject to Section 9 below, payment shall and CIC COBRA Severance will be made paid in a lump sum within sixty (60) days following Executive’s Separation from Service, provided the Separation Agreement (as described in Paragraph 8) has become effective; provided, however, that any such portion of the CIC Cash Severance, Annual Bonus Severance, and CIC COBRA Severance that are payable only upon the fulfillment of the Contingent Severance Conditions will be paid in a lump sum within sixty (60) days following the EmployeeBoard’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date determination that the Employee Contingent Severance Conditions have been fulfilled. Executive may, but is first eligible to participate in a major medical benefit program maintained by a successor employernot obligated to, and use the right CIC COBRA Severance payment toward the cost of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageCOBRA premiums.

Severance. Except in circumstances in which 6.1 In the Employee would event of a termination of the Executive’s employment by the Company for Cause, by the Executive without Good Reason, due to the expiration of the Term or as a result of the Executive’s death, the Executive shall be entitled to (i) his Base Salary earned but unpaid through and including the date of the termination of his employment, (ii) any unpaid bonus that is earned and accrued for any completed Fiscal Year, and (iii) any benefits or payments to which the Executive is entitled under any Company plan, program, agreement, or policy (collectively, “Accrued Amounts”). 6.2 In the event the Executive’s employment is terminated as a result of a Change in Control (as defined below) as determined by the Board in its sole discretion, by the Company without Cause (which does not include termination due to expiration of the Term) or by the Executive for Good Reason during the Term, the Executive shall be entitled to the Accrued Amounts and, subject to the Executive’s signing, returning to the Company and not revoking a release of claims for the benefit of the Company, in the form provided by the Company (the “Release”), the Executive shall be entitled to receive, and the Company shall be obligated to provide, the following severance benefits; provided, that, if the Executive should fail to execute such Release within 45 days following the later of (i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within five (5) calendar days following the Executive’s termination date), the Company shall not have any obligations to provide the severance payments contemplated under this Section 6.2: (a) Payment to the Executive of an amount equal to the lesser of (i) 2.99 times the Base Salary in the year of such termination or (ii) the amount of Base Salary owed to the Executive for the remainder of the Term, in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date; (b) Payment to the Executive of an amount equal to one hundred percent (100%) of the Bonus opportunity actually earned for the year prior to the year of termination, if any; this amount shall be paid in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date; (c) The same level of health (i.e. medical, vision and dental) coverage and benefits as in connection with effect for the Executive on the day immediately preceding the day of termination of employment; provided, however that (i) the Executive constitutes a Change of Control qualified beneficiary, as provided defined in Section 4 below4980B(g)(1) of the Code; and (ii) the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide the Executive with such health coverage until the earlier of (A) the date the Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (B) twelve (12) months from the termination date; and (d) The vesting of the Option will accelerate on the date of termination as to that number of shares that would have become vested if the Executive had remained employed by the Company until the date twelve (12) months following the termination date. For avoidance of doubt, the Executive shall not be entitled to any severance benefits pursuant to this Section 6.2 if his employment is terminated by the Company for Cause, by the Executive without Good Reason or due to the Executive’s death or the expiration of the Term; provided that, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of Executive’s employment is terminated by the Company terminating the Employee’s employment without for Cause or is terminated by the Employee terminating Executive without Good Reason (a “Discretionary Severance Event”), the EmployeeBoard (without the Executive’s employment for Good Reason: (a) The Company shall participation), in its sole and absolute discretion, may choose to pay to the Employee Executive an amount equal to the sum of the payments referred to in subsections 6.2(a) and (ib) eighteen above, payable in twenty-four (1824) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatespayments, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum beginning within sixty (60) days following the Employee’s Separation from Service. termination date. Notwithstanding anything in this Section 6.2 to the contrary, in the event the 60 day post-termination period, during which the payments referred to in subsections 6.2(a) and (b) The Employee and such above are required to be made, begins in one taxable year of the Employee’s dependents as are participating as Executive and ends in a second taxable year of the date of Executive, the Employee’s termination payments referred to in subsections 6.2(a) and (“Covered Dependents”b) above shall be entitled to continue to participate made in the major medical second taxable year (and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of within such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b60 day period), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except Upon termination of employment pursuant to Sections 8.2 or 8.4 (but in circumstances any event not upon termination of this Agreement pursuant to Sections 8.1, 8.3, 8.5 or upon expiration of this Agreement or otherwise), and so long as the Executive executes a release in which the Employee would Company’s customary form and the Executive has not breached any of his representations or covenants set forth herein, the Company shall pay to Executive, in addition to any other payments the Executive may be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in pursuant to the event that during the term terms of this Agreement Agreement, the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonfollowing: (a) The Company shall pay to the Employee an amount equal to the sum greater of (ix) eighteen (18) months the amount of Base Salary due and owing Executive through the expiration of the Employee’s base monthly salary in effect on Term (such amount to be calculated based upon his then current Base Salary), and (y) one (1.25) times his then applicable Base Salary, and (b) an amount equal to a pro rata portion (based upon the portion of the Fiscal Year elapsed to the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%of such termination) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved Bonus which would have been payable to the Executive had Executive been employed by the Compensation Committee of Company under this Agreement for the Boardentire Fiscal Year in which such termination occurs. All amounts payable pursuant to Sections 8.2(c), a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment 8.2(d) or 9(a) shall be made paid to Executive in a lump sum sixty in cash, not later than ten (6010) days following after the Employeedate of termination of this Agreement. Amounts, if any, payable pursuant to Section 9(b) shall be paid to Executive in a lump sum in cash, simultaneously with the payment, if any, of Annual Bonus to the Company’s Separation from Serviceother executives, for the applicable Fiscal Year in which this Agreement is terminated. (bc) The Employee aggregate of all payments or benefits made or provided to Executive, in either cash and/or equity compensation, provided, if applicable, under Sections 8 and such 9 of this Agreement and under all other plans and programs of the EmployeeCompany shall be referred to as the “Aggregate Payment”. (d) In the event that the Aggregate Payment is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Code and an Excise Tax is thereafter applicable, then if reducing the Aggregate Payment to an amount which is one dollar less than the amount of the Aggregate Payment which could be made to the Executive before any portion of the Aggregate Payment becomes subject to Excise Tax, results in the net after-tax amount to be received by the Executive being greater than the net after-tax amount to be received by the Executive prior to such reduction when taking into account the Excise Tax which would be paid by the Executive, then the Aggregate Payment shall be reduced (first by reducing cash payments and then by reducing any payments or benefits under any other Plan, arrangement or agreement) to an amount which is one dollar less than the amount of the Aggregate Payment which could be made to the Executive before any portion of the Aggregate Payment become subject to Excise Tax. (e) Any calculations and/or determinations which are required to be made in order to give effect to the provisions of Section 9(d) above shall be made by the Company’s dependents independent auditor or, if such independent auditor is unwilling or unable to serve in this capacity, such other nationally recognized accounting or tax firm selected by the Company with the consent of the person serving as are participating as the Chief Executive Officer of the Company immediately prior to the Change of Control, which consent shall not be unreasonably withheld. (f) Upon termination of employment pursuant to Sections 8.2(a), 8.2(b), 8.2 (e) or 8.4, then the Executive’s unvested equity issued by the Company to Executive prior to the date of the Employee’s termination (“Covered Dependents”) termination, shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents vest for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(aone (1) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than year from the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageemployment date.

Severance. Except in circumstances in which If (x) within six months after the Employee would be entitled to payments and benefits in connection with Effective Date, the Company consummates a Change in Control, and (y) upon or subsequent to the consummation of such Change in Control as provided in Section 4 belowand prior to the first anniversary of the Effective Date, in the event that during the term of this Agreement the Employee has Executive incurs a Separation from Service as by reason of a result termination of the Company terminating the EmployeeExecutive’s employment by the Company without Cause or by the Employee terminating the Employee’s employment Executive for Good Reason, then, subject to the Executive signing, within fifty (50) days following the Termination Date, and not revoking a release of claims in substantially the form attached hereto as Exhibit A, the Company shall: (ai) The Company shall pay Pay to the Employee Executive, in equal installments over the twenty-four (24) month period following the Termination Date in accordance with the Company’s regular payroll practice, an amount equal to the sum Annual Base Salary that the Executive would have been entitled to receive if the Executive had continued his or her employment hereunder for a period of twenty-four (i) eighteen (1824) months of following the Employee’s base monthly salary in effect Termination Date, which amounts shall be payable commencing on the Company’s first payroll date occurring on or after the Employee’s employment terminates60th day following the Termination Date (the “First Payroll Date”), and any amounts that would otherwise have been paid pursuant to this Section 3(a)(i) prior to such payroll date shall be paid in a lump-sum on the First Payroll Date; and (ii) one hundred fifty percent Pay to the Executive an amount equal to two (150%2) of times the EmployeeExecutive’s Average Target Annual Cash Bonus, plus (iii) if approved by payable in a lump-sum on the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if anyFirst Payroll Date. Subject to Each payment under this Section 9 below, payment 3 shall be made in treated as a lump sum sixty (60) days following separate payment for purposes of Code Section 409A. The payments under this Section 3 shall not be deemed salary or other compensation to the Employee’s Separation from Service. (b) The Employee and such Executive for the purposes of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall computing benefits to which he or she may be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees under any pension plan or other arrangement of the Company and their dependents or its Affiliates maintained for a maximum period equal to the number benefit of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself its employees, unless such plan or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragearrangement expressly provides otherwise.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result Sections 7(a) through 7(c) of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good ReasonAgreement shall be amended and restated in their entirety to provide as follows: (a) The If Company shall or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) then Company or the successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executive’s termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other lawful deductions, (2) pay six (6) months of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, and (3) if Executive elects to continue Executive’s health insurance coverage under the Employee an amount equal to Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the sum same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) eighteen (18) months the close of the Employee6 month period following the termination of Executive’s base monthly salary in effect on the date the Employee’s employment terminatesemployment, (ii) one hundred fifty percent (150%) the expiration of the EmployeeExecutive’s Average Annual Cash Bonuscontinuation coverage under COBRA, plus or (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made date when Executive becomes eligible for substantially equivalent health insurance coverage in a lump sum sixty (60) days following the Employee’s Separation from Serviceconnection with new employment or self-employment. (b) The Employee If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within one year following a Change in Control (as defined below), then Company or the successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executive’s termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other lawful deductions, (2) pay twelve (12) months of Executive’s Base Salary at the Employeerate in effect at the time of Executive’s dependents as are participating as resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, (3) pay bonuses (at an assumed 100% on-target achievement of goal) at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 12 months from the date of Executive’s resignation or termination of employment (bonuses will be prorated for any partially completed bonus periods through the Employee12 month period from the date of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, and (4) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“Covered DependentsCOBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 12 month period following the termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (c) All benefits set forth in Sections 7(a) and 7(b) are collectively referred to as “Severance.” Subject to Section 8(a) and to any required six (6) month delay pursuant to Section 15, Severance payments, other than reimbursements of COBRA premiums, shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained made by the Company from time to time for its employees on the same basis in one lump sum and at the same cost to the Employee as active employees shall be paid within thirty (30) days of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of any such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.”

Severance. Except in circumstances in which In the event that Employee would is subject to an Other Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (A) severance payments for [twelve (12) months (if Employee is a SVP)] [eighteen months (18) (if Employee is the CEO)] months after the effective date of the termination (for purposes of this Section 2(b)[(i)][(ii)], the “Severance Period”) equal to the base salary which Employee was receiving immediately prior to the Other Involuntary Termination, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; and (B) payment by the Company of the full cost of the health insurance benefits in connection with a Change provided to Employee immediately prior to the Other Involuntary Termination pursuant to the terms of Control COBRA or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The payments to be provided under clauses (b)(i) and (b)(ii) shall be paid or commence to be paid within sixty (60) days of Employee’s termination of employment (subject to Employee’s release of claims against the Company as provided set forth in Section 4 below1(a)); provided that if the sixty (60) day period commences in one calendar year and ends in a second calendar year, such payment shall be made or commence to be made in the second calendar year. Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that during the term provision of this Agreement subsidized COBRA benefits to Employee could cause the Employee has a Separation from Service Company to become subject to excise tax as a result of the Company terminating Patient Protection and Affordable Care Act, as amended by the Employee’s employment without Cause or Healthcare Reform Act, the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an a monthly amount in cash equal to the sum of (i) eighteen (18) months amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee’s base monthly salary in effect on the date the Employee’s employment terminates. In addition, (iiEmployee shall receive payment(s) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonusfor all salary, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee bonuses and such of the Employee’s dependents as are participating unpaid vacation accrued as of the date of the Employee’s termination of employment and up to three (“Covered Dependents”3) shall be entitled to continue to participate months of outplacement services (with a provider and in the major medical and dental benefit plans sponsored and maintained a program selected by the Company from time to time for its employees on the same basis and at the same cost to the Company, provided Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(acommences such services within ninety (90) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end days of such continued participation, rather than the termination of the services being offered to Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay If prior to the Employee completion of a full calendar year of employment with the Company, the Company terminates the employment of the Executive or demotes the Executive for any reason other than: (i) Cause or Disability as defined in Section 3 of this Agreement; or (ii) the death of the Executive, the Company will pay the Executive an amount equal to the sum of of: (ia) eighteen three times the Executive's starting annual base salary; and (18b) months of three times the Employee’s base monthly salary in effect on Executive's target annual cash bonus (the date the Employee’s employment terminates, (ii) one target annual incentive bonus being two hundred fifty percent (150200%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from ServiceExecutive's starting annual base salary). (b) The Employee and such If the Company thereafter terminates the employment of the Employee’s dependents Executive or demotes the Executive for any reason other than: (i) Cause or Disability as are participating as defined in Section 3 of this Agreement; or (ii) the death of the date Executive, the Company will pay the Executive an amount equal to the sum of: (a) three times the Executive's base salary for the immediately preceding full calendar year; and (b) three times the annual cash bonus received by the Executive for the immediately preceding full calendar year. The Executive must notify the Company in writing within thirty (30) days after the occurrence of any action, event or circumstance, or any failure to act by the Company, upon which the Executive bases a claim for severance under this Agreement. Failure to notify the Company in writing within such thirty (30) day period will constitute a waiver of the Employee’s termination (“Covered Dependents”) shall claim, but will not bar or hinder subsequent claims by the Executive arising out of other actions, events, circumstances or failures to act by the Company. The Executive will not receive multiple severance payments under this Agreement, and will be entitled only to continue one severance payment under Subsection 2(a) or (b), as the case may be. The severance amounts described above, net of any applicable withholding, will be paid to participate the Executive in a lump sum within thirty (30) days following the major medical and dental benefit plans sponsored and maintained receipt by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal written notice from the Executive; provided, however, that if the parties proceed to arbitration of the number of months for which the Company is obligated to pay the Employee’s base salary claim pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans5 of this Agreement, the end of such continued participation, rather than severance amount awarded by the arbitrators will be paid by the Company within thirty (30) days after the award. Upon termination of the Employee’s employment, shall be considered the qualified event for purposes Executive will remain vested in any and all shares of the Employee’s and the Covered Dependents’ right restricted stock or restricted stock equivalents in which he was vested immediately prior to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right termination of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageemployment.

Severance. Except in circumstances in which In exchange for the Employee would be entitled general release of all claims pursuant to payments Section 6 and benefits in connection with a Change the Release (as defined below), the provisions of Control Section 3 hereof, and the other promises, covenants and agreements by Executive set forth herein, subject to Executive’s execution and delivery of the Release as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: 6 below (a) during the 24-month period commencing on the Termination Date (the “Severance Period”), Employer shall pay Executive severance at a rate equal to $280,000 per annum (subject to withholdings for taxes) (“Base Severance”), payable in equal installments on the Company’s regular salary payment dates, (b) notwithstanding that Executive will resign her employment effective on the Termination Date, Executive shall be entitled to receive any bonus for the fiscal year ending on the Termination Date to which she would otherwise be entitled pursuant to the terms and conditions of The Company Mentor Executive Leadership Incentive Plan (as amended, the “Bonus Plan”), any such bonus to be paid at the time(s) provided in the Bonus Plan or, if such time(s) are not set forth in the Bonus Plan, at the time(s) that other officers of Employer are paid bonuses for fiscal year 2005 under the Bonus Plan, and (c) on or about the date of the Closing (as defined in the Repurchase Agreement), Employer shall pay to Executive in cash a special bonus in the Employee amount of $56,944.26 (subject to withholdings for taxes) (clauses (a) through (c), collectively, the “Severance Payments and Benefits”). During the 25-month period commencing on the Termination Date (the “Benefits Continuation Period”), at Executive’s option, Executive shall continue to participate in Employer’s group health and dental benefit plan(s) (excluding, for the avoidance of doubt, any bonus or incentive compensation plans) on substantially the same terms and conditions as apply from time to time to Employer’s then employed senior executives; provided that Executive shall pay all costs for coverage under such plans (including, without limitation, Executive’s costs and Employer’s and its affiliates’ costs under such plans), which costs shall be substantially the same as the applicable premium rates that would be paid by an employee receiving such benefit plan coverage following a termination of employment pursuant to COBRA (as defined below); provided further that Employer shall be entitled to withhold any amounts owed by Executive pursuant to this sentence from any amounts otherwise owed to Executive pursuant to this Agreement. In addition to the foregoing, Employer may, at its option and in its sole discretion and subject to the approval of the Company’s board of directors, award an additional cash bonus to Executive, any such additional bonus to be paid on or about December 20, 2005. Following the Benefits Continuation Period, to the extent permitted by the continuation coverage provisions of Section 4980B of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Executive shall be offered the opportunity to elect continuation coverage under Employer’s group medical and dental benefit plan(s) (“COBRA coverage”). Employer shall provide Executive with the appropriate COBRA coverage notice and election form, if any, for this purpose. If Executive is permitted to and elects COBRA coverage, Executive shall pay 100% of Executive’s (and her dependents’) health and dental insurance premiums under COBRA, for up to 18 months following the end of the Benefits Continuation Period; provided that Executive shall notify Employer immediately of any change in her circumstances that would warrant discontinuation of her COBRA coverage and benefits (including but not limited to Executive’s receipt of group medical, dental or vision benefits from any other employer). The existence and duration of Executive’s COBRA rights and/or the COBRA rights of any of Executive’s eligible dependents shall be determined in accordance with Section 4980B of the Code. Except as set forth in this Section 2, Executive agrees that she is not entitled to any other salary, bonus, severance, reimbursement, benefit or expectation of remuneration or other monies from the Company or Employer or any of their respective subsidiaries or Affiliates (as defined in the Release) except as required by law and except for the distribution of amounts to Executive pursuant to the terms of (i) the Executive Plan in the aggregate amount of $120,307.18 (the “Executive Plan Balance Amount”), (ii) the Deferral Plan in the aggregate amount of $19,282.11 (the “Deferral Plan Balance Amount”) and (iii) amounts payable pursuant to the Repurchase Agreement; provided that, for the avoidance of doubt, Executive may continue as a participant in the 401(k) Plan to the extent permitted under the terms thereof. For purposes of the Stock Option Agreement, the payments set forth in this Section 2 shall constitute severance payments and the Noncompetition Period (as defined therein) shall continue until the end of the Severance Period. Within 15 days following the Termination Date, pursuant to the terms and conditions of the Executive Plan, Executive shall be distributed her full balance under the Executive Plan in a lump-sum payment (subject to withholdings for taxes) in an aggregate amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if anyExecutive Plan Balance Amount. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) Within 15 days following the Employee’s Separation from Service. (b) The Employee Termination Date, pursuant to the terms and such conditions of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) Deferral Plan, Executive shall be entitled distributed her full balance under the Deferral Plan in a lump-sum payment (subject to continue to participate withholdings for taxes) in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period an aggregate amount equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.Deferral Plan Balance

Severance. Except a. If Company terminates this Agreement for any reason other than Cause, and in circumstances consideration of and contingent upon the execution and delivery by Executive of a mutually agreeable general release of all claims and expiration of any applicable revocation period in which the Employee would connection therewith, Executive shall be entitled to payments a severance payment equal to three (3) months of Base Salary (“Severance”). The Severance shall be increased by an additional month of Base Salary on the second anniversary of Executive’s employment with the Company, and benefits in connection with a Change shall increase by an additional one month of Control as provided in Section 4 belowBase Salary for every two years of employment thereafter. Irrespective of Executive’s tenure, in however, the Severance shall not exceed six (6) months of Base Salary. b. In the event that at any point during the term of this Agreement a controlling interest in the Employee Company is sold to an unaffiliated third party (“Sale Event”), the then-current Severance shall double if the Executive has a Separation from Service as a result of the Company terminating the Employee’s employment material change in duties or is Terminated without Cause or by the Employee terminating the Employee’s employment new Company owner. Unless terminated for Good Reason: (a) The Company Cause, this clause shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary remain in effect on the date the Employee’s employment terminates, for a period of two (ii2) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment years after any such Sale Event. x. Xxxxxxxxx shall be made paid in a lump sum within sixty (60) days after the termination, provided that if, at the time of the Severance Event, Executive is considered a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the Severance shall be delayed until the first day of the seventh month following the Employee’s Separation from Servicemonth in which the Severance Event occurs. (b) The Employee and such d. If applicable, the Severance will be offset by any income protection benefits payable to Executive during the first twelve months of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in qualifying disability under the Company’s group short-term and long-term disability insurance plans. e. Notwithstanding the foregoing to the contrary, in no event shall the Severance constitute a “Parachute Payment” within the meaning of the Section 280G(b)(2) of the Code. In the event that any portion of the Severance would be deemed a Parachute Payment, the end of such continued participation, rather than the termination amount of the Employee’s employment, Severance shall be considered reduced only to the qualified event for purposes extent necessary to eliminate any such treatment or characterization. f. It is the intent of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right parties that payments under this Agreement comply with Section 409A of the Employee Code, and, accordingly, to continue interpret, to participate the maximum extent permitted, this Agreement to be in such programs shall terminate compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any payment of compensation under this Agreement) would cause the Executive to incur any additional tax or interest under Section 409A of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employerCode, and the right Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the parties shall, in good faith, reform such provision to attempt to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified by the parties to attempt to comply with Section 409A of the Employee’s dependents Code, such modification shall be made in good faith and shall, to participate in such programs shall terminate as the maximum extent reasonably possible, maintain the original intent of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to applicable provision without violating the Employee’s rights under this provisions of Section 3(b)409A. Notwithstanding the foregoing, the Employee agrees Company shall not be required to promptly notify assume any economic burden in connection with compliance or noncompliance with Section 409A of the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageCode.

Severance. a) Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided set forth in Section 4 2(b) below, in the event that your employment is terminated by Cubist for any reason other than for Cause, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in Section 7 below (and your not revoking such release during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company any applicable revocation period), Cubist shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum you starting sixty (60) days following the Employee’s Separation from Servicedate of your employment termination (or on the next succeeding business day if such date is not a business day), an amount equal to eighteen (18) months of your then-current base salary, with such payment to be made in twelve (12) equal semi-monthly installments, with the first payment retroactive to the day immediately following the date your employment terminated. (b) The Employee In the event that, within twenty-four (24) months after a Change of Control, your employment is terminated either (i) by Cubist for any reason other than for Cause or (ii) by you for Good Reason, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in Section 7 below (and your not revoking such release during any applicable revocation period), Cubist shall make a one-time, lump-sum payment to you equal to eighteen (18) months of your then current base salary plus Bonus on the sixtieth (60th) day following the termination of your employment (or on the next succeeding business day if such date is not a business day). c) In the event that you become entitled to severance payments under Section 2(a) or 2(b) of this Agreement, subject to (i) your having timely elected continuation coverage under the federal law known as “COBRA”, (ii) your timely payment of the Employee’s dependents active employee portion of the monthly COBRA premium for each month during the period described below and (iii) such continuation coverage not having terminated, for a period of up to eighteen (18) months beginning on the first day of the month after the month in which your employment terminates or, if earlier, until such time as your COBRA coverage terminates, Cubist shall be responsible for the balance of the premium during this period. d) Notwithstanding any other provision with respect to the timing of payments under this Section 2, in order to comply with the requirements of Section 409A, if any amount or benefit to be paid to you pursuant to this Agreement as a result of your termination of employment constitutes “deferred compensation” within the meaning of, and subject to, Section 409A, if you are participating a “specified employee” (as of determined by Cubist in its sole discretion and as defined below) on the date of your termination of employment, any payment or benefit or portion thereof, if any, that is scheduled to be paid or provided to you hereunder during the Employee’s first six (6) months following the date of your termination (of employment shall not be paid until the date which is the first business day of the seventh month following your termination. For purposes of the preceding sentence, the term “Covered Dependents”specified employee” means an individual who is determined by Cubist to be a specified employee under Section 1.409A-1(i) shall be entitled to continue to participate of the Treasury Regulations. Cubist may, but need not, elect in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost writing, subject to the Employee as active employees applicable limitations under Section 409A of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansCode, the end of such continued participation, rather than the termination any of the Employee’s employment, shall be considered special elective rules prescribed in Section 1.409A-1(i) of the qualified event Treasury Regulations for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expensedetermining “specified employee” status. The foregoing notwithstanding, the right Any such written election shall be deemed part of this Agreement. For purposes of the Employee Treasury Regulations under Section 409A, each payment described in this Section shall be treated as a separate payment. e) For purposes of this Agreement, references to continue to participate in such programs shall terminate termination of employment, separation from service and similar or correlative terms mean a “separation from service” (as defined at Section 1.409A-1(h) of the date Treasury Regulations) from Cubist and from all other corporations and trades or businesses, if any, that the Employee is first eligible to participate in would be treated as a major medical benefit program maintained by a successor employer, and the right single “service recipient” with Cubist under Section 1.409A-1(h)(3) of the Employee’s dependents Treasury Regulations. A termination of employment for Good Reason or by Cubist for any reason other than for Cause under this Agreement is intended to participate satisfy the meaning of “involuntary separation from service” (as defined in such programs shall terminate as Section 1.409A-1(n) of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(bTreasury Regulations), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except In the event that: (i) the Executive’s employment is terminated involuntarily for any reason other than Cause, death or Disability or Executive terminates his employment for Good Reason as described in circumstances in which Section 24 (f) herein; (ii) the Employee would be entitled to payments and benefits Executive’s employment is terminated in connection with a Change of Control as provided under the terms and conditions described in Section 4 below9 herein; or (iii) the Executive’s employment is terminated for Good Reason under the terms and conditions described in Section 11 herein ( in each instance described in (i)-(iii) above, a “Qualifying Termination”), then, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company each case subject to Section 12, Executive shall pay be entitled to the Employee receive an amount equal to the sum of (i) eighteen not less than a minimum of six months of Executive’s base salary at the rate then in effect immediately prior to Executive’s termination of employment payable in six (186) equal installments, less applicable withholdings, plus (ii) a pro-rated portion of the Executive’s targeted bonus then in effect for such period through the date of Executive’s termination of employment. No more than twelve (12) months of severance shall be payable under the Employee’s base monthly salary terms of this Agreement. In the event that the period in effect on the date the Employee’s employment terminateswhich a Release, (ii) as defined in Section 12 herein, is subject to revocation begins in one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 belowtaxable year and ends in another taxable year, payment shall be made in a lump sum sixty (60) days following not commence until the Employee’s Separation from Service. (b) The Employee and such beginning of the Employee’s dependents as are participating as second taxable year. The parties hereto acknowledge that Executive shall not be required to complete any minimum years of service with the Company after the effective date of the EmployeeAgreement in order to be eligible to receive a severance benefit under this Agreement and that he shall be credited for years of service completed with the Company prior to being appointed as the Company’s termination (“Covered Dependents”) President and Chief Executive Officer. For each year of service completed with the Company, or its wholly-owned subsidiary, Ministry Partners Securities, LLC, Executive shall be entitled to continue to participate in an additional two months of severance benefits; provided, however, no more than twelve months of severance benefits shall be paid under the major medical and dental benefit plans sponsored and maintained by terms of this Agreement upon the occurrence of a Qualifying Termination event. For purposes of this Agreement, therefore, the parties hereto acknowledge that Executive has completed five years of service with the Company from time to time for or its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) abovewholly-owned subsidiary, Ministry Partners Securities, LLC. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except (a) Although nothing in circumstances this Section 4 shall be construed to alter the at-will nature of employment as set forth in which Section 1 above, if Executive is terminated by the Employee would Company without Cause or resigns for Good Reason, Executive will be paid a lump sum amount equal to two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If Executive is terminated by the Company without Cause or resigns for Good Reason, the Company will also provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in an amount not to exceed $20,000; Executive shall not be entitled to payments and benefits cash in connection with a Change lieu of Control as provided in Section 4 belowoutplacement services. If Executive is terminated by the Company without Cause, in the event that during the term of this Agreement the Employee has a Separation from Service resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive will be entitled to receive a pro rata bonus payment, at such time bonuses are paid to the Company’s other Senior Executives, based on the number of months worked in the applicable fiscal year of the Company terminating (the Employee“Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s employment without Cause or obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Employee terminating Company a fully effective general release in the Employee’s employment for Good Reason: (a) The form attached to this Agreement as Attachment A. Company shall pay to Executive the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect Salary Severance on the date which is the Employeelater of ten days after the date on which it receives the signed release or six months after the date of separation from service, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release, the date on which Company pays bonuses to Company’s employment terminatesSenior Executives for the applicable year, (iior the date that is six months after the date of separation from service. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Section 4, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days contributions following the Employeetermination of Executive’s Separation from Serviceemployment. (b) The Employee In the event that Executive is qualified for and such elects COBRA coverage under the Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the Employee’s dependents cost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as are participating as of the date of the Employee’s termination (“Covered Dependents”set forth in Section 4(a) above and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained forfeited. (c) If Executive is terminated by the Company from time to time without Cause or resigns for its employees Good Reason, and on the same basis and at the same cost effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Employee as active employees of Company’s common shares or if the Company and their dependents for a maximum period equal determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation trade in the Company’s planscommon shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, Executive will be paid an additional lump sum amount equal to $100,000 (the end of such continued participation, rather than “Blackout Period Severance”). Company shall pay Executive the termination of Blackout Period Severance on the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the same date that the Employee Salary Severance is first eligible paid. (d) For purposes of this Agreement, the Company shall have “Cause” to participate terminate the Executive’s services in the event of any of the following acts or circumstances: (i) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Agreement, except during periods of physical or mental incapacity; (iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the business of the Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in a major medical benefit program maintained by material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a successor employer, violation of the Company’s Code of Business Conduct and Ethics; or (v) any material breach of this Agreement or any material breach of any other written agreement between Executive and the right Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock and/or stock options of any of the EmployeeCompany’s dependents affiliates); provided, however, that Executive shall not be deemed to participate have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such programs shall terminate as breach is not fully corrected prior to the expiration of the date that such dependents are first eligible thirty (30) calendar day period following delivery to participate Executive of the Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in an alternative employer sponsored major medical benefit program. As reasonable detail. (e) Executive will be deemed to have a condition “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as General Counsel, (ii) the failure by any successor of the Company to assume in writing the EmployeeCompany’s rights obligations under this Section 3(bAgreement, (iii) the breach by the Company in any respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the Employee agrees to promptly notify failure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, (iv) the relocation of Executive’s primary office location of more than 50 miles that places the primary office farther from Executive’s residence than it was before, or (v) the imposition by the Company of a requirement that Executive report to a person other than the Chief Executive Officer of the Company or the Chairman of the Board. Executive shall not have a Good Reason to resign if either the Employee or his or her dependents who continue Company suspends Executive due to participate in an indictment of Executive on felony charges, provided that the CompanyCompany continues to pay Executive’s major medical salary and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragebenefits.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 belowIf, in the event that during the term Benefits Continuation Period, RMT Partner or its affiliates terminates the employment of this Agreement the any Transferred Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or subjects any Transferred Employee to any indefinite lay-off, or if any Transferred Employee voluntarily terminates employment because a condition of continued employment is such employee’s agreement to relocate to regularly report to work at a job site more than 50 miles from such employee’s job site immediately prior to the Employee terminating such employee’s Transfer Time (each such employee whose employment is terminated under one of the foregoing circumstances, a “Terminated Employee’s employment for Good Reason: (a) The Company ”), RMT Partner or its affiliates shall pay to the such Terminated Employee severance in an amount equal to the sum greatest of (i) eighteen (18) months the severance pay due under the applicable severance plan of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesRMT Partner and its affiliates, (ii) one hundred fifty percent the severance pay that would have been due under the severance plan of Parent and its affiliates (150%including a CBA) that was applicable to such Terminated Employee immediately prior to such employee’s Transfer Time, (iii) in the case of exempt U.S. Non-Represented Employees, three months’ base salary, (iv) in the case of non-exempt U.S. Non-Represented Employees (including both hourly and salaried non-exempt employees), six weeks’ base salary and (v) the severance and termination pay and benefits continuation and any other notice, pay in lieu of notice, pay, benefits or compensation that is required by applicable law. The level of severance benefits a Terminated Employee is entitled to receive pursuant to clauses (i) through (v) of the preceding sentence shall be determined by taking into account such Terminated Employee’s Average Annual Cash Bonus, plus service with Parent and its affiliates (iiiand any predecessors) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the prior to such employee’s Transfer Time and such Terminated Employee’s Annual Cash Bonusservice with RMT Partner and its affiliates on and after such employee’s Transfer Time. In addition, if any. Subject subject to Section 9 belowthe immediately following sentence, payment RMT Partner or its affiliates shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The continue to provide to each Terminated Employee and such of the Employee’s his or her covered dependents as are participating as of the date of the Employee’s termination with group health plan coverage (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis terms as are applicable to similarly situated active employees and their covered dependents, and at the same no greater cost to such Terminated Employee than would be applicable were such Terminated Employee still employed) during the Employee as active Severance Period, provided that (i) in the case of U.S. Transferred Employees, such employees properly elect COBRA Coverage and (ii) such continued group health plan coverage shall cease to be provided upon the first to occur of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(afollowing: (A) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation solely in the Company’s planscase of U.S. Transferred Employees, the end of date such continued participationTerminated Employee ceases to be eligible for COBRA Coverage, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of (B) the date that such dependents Terminated Employee becomes eligible for another group health plan from a subsequent employer, and (C) the date on which the Severance Period expires. RMT Partner or its affiliates shall provide outplacement services to any Terminated Employee entitled to severance benefits pursuant to this paragraph that are first eligible reasonable with respect to participate such employee. For purposes of this paragraph, “Cause” shall mean, (1) solely in an alternative the case of any Canadian Business Employee, conduct which allows the employer sponsored major medical benefit program. As a condition to terminate such employee without notice or pay in lieu of notice under applicable law, or (2) solely in the case of any U.S. Business Employee, such U.S. Business Employee’s rights under this Section 3(b)material and willful misconduct, the Employee agrees willful refusal (other than as a result of incapacity due to promptly notify the Company if either the Employee physical or mental illness) to perform substantially his or her dependents who continue job responsibilities after a written demand for substantial performance has been delivered to participate such employee by RMT Partner or its affiliates, or conviction of a felony or non-felony crime involving fraud or dishonesty. “Severance Period” shall mean, with respect to any Terminated Employee, a number of weeks determined by dividing such Terminated Employee’s cash severance benefit by such Terminated Employee’s weekly base rate of pay. At and following the applicable Transfer Time, RMT Partner and its affiliates shall be solely liable with respect to the Business Employees for all severance and termination pay and benefits continuation and any other notice, pay in lieu of notice, pay, benefits or compensation that is required by applicable law, and shall indemnify and hold harmless Parent and its affiliates with respect to all such liabilities, obligations and commitments. Notwithstanding any provision of this Section 11.3(d) to the Company’s major medical contrary, except as otherwise required by applicable law or an applicable collective bargaining agreement, no Business Employee will be entitled to any of the severance or separation benefits pursuant to this Section 11.3(d) unless and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.until such Business Employee executes a release of claims in favor of Parent, RMT Partner and each of their respective affiliates and each of their respective predecessors, successors, parents and affiliates, and their respective present and former officers, directors, employees and agents, and the release becomes effective and irrevocable. Table of Contents

Severance. Except in circumstances in which (a) Provided that Employee has not terminated his employment without Good Reason, and provided that Employee signs and delivers to the Employee would be entitled to payments Company a Confidential Severance and benefits in connection with a Change of Control as provided in Section 4 below, Release Agreement in the event that during form set forth in Exhibit B attached hereto and to be provided by the term of this Agreement the Employee has a Separation from Service as a result Company within 5 days of the Company terminating Termination Date (the “Release Agreement”) within 60 days following the termination of Employee’s employment without Cause or with the Employee terminating Company (such 60th day following termination being referred to as the Employee’s employment for Good Reason: (a“Release Date”) The Company shall pay and does not revoke such signed Release Agreement pursuant to the Employee an amount equal terms thereof, Employee, upon termination of employment prior to or upon the sum of (i) eighteen (18) months expiration of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, Employment Period (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, which must qualify as a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s “Separation from Service. (b) The Employee and such ” within the meaning of Section 409A of the Employee’s dependents as are participating as of Code to the date of the Employee’s termination (“Covered Dependents”) extent applicable), shall be entitled to continue receive severance compensation equal to participate the following: (i) The sum of $3,612,000, which shall be payable in twenty-four (24) monthly installments equal to one-twenty-fourth of such severance compensation, subject to required withholding, with the major medical first payment made on the last day of the month in which the Release Date falls, and dental benefit plans sponsored subsequent payments on the last day of each of the next twenty-three (23) full calendar months following the Release Date.” (ii) if the Employee timely and maintained properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Employee for the monthly COBRA premium paid by the Employee for Employee and Employee’s dependents who were covered under the Company’s health plan immediately preceding the Date of Termination. The reimbursement under Section 5(a)(2) shall be paid to the Employee prior to the last day of the month immediately following the month in which the Executive timely remits the premium payment, and the Employee shall be eligible to receive such reimbursement until the earliest of: (i) the 12-month anniversary of the Date of Termination; (ii) the date the Employee (or Employee’s dependents, if applicable) is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Employee receives coverage from another employer or other source. (iii) The time vested portion of the 2019 PUP, which equals 123,750 shares. Any decision by the Company from time to time for its employees on vest shares under the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation 2018 PUP in the Company’s plans, the end event of such continued participation, rather than the termination of the Employee’s employmentearly termination, shall be considered made by the qualified event full Board. (iv) Any benefits earned for purposes of quarterly or annual bonuses under the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstandingMIP, the right of the Employee to continue to participate in such programs shall terminate but not yet paid as of the date that termination date. (c) Employee shall receive none of the severance compensation outlined in Sections 5(a)(i) and 5(a)(ii), if Employee resigns without Good Reason, but Employee shall be entitled to receive: (i) Employee’s Base Salary earned and payable through the Termination Date; (ii) any accrued but unused vacation/time off to the extent required under applicable law; (iii) reimbursement for all incurred but unreimbursed expenses to the extent Employee is first eligible entitled to participate in a major medical benefit program maintained by a successor employerbe reimbursed; and (iv) any other earned but unpaid compensation, and the right of the Employee’s dependents to participate in such programs shall terminate if applicable, as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under Termination Date. (d) For purposes of this Section 3(b)Agreement, the Employee agrees to promptly notify following terms shall have the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.meanings set forth below:

Severance. Except Employees covered by this Agreement who terminate their service, except for cause, with the Upper Cape Cod Regional Vocational-Technical School District after five (5) years of service in circumstances this bargaining unit shall be compensated for unused, accumulated sick leave in which accordance with the Employee would be entitled following provisions: 1. An employee shall notify the Superintendent in writing of his/her intention to payments and benefits in connection with a Change of Control as provided in Section 4 below, terminate service in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: school district at least thirty (a30) The Company shall pay days prior to the Employee an amount equal effective date of termination. Upon receipt of such notification by the Superintendent, the employee shall become eligible to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred receive compensation based upon fifty percent (15050%) of the Employeesubject employee’s Average Annual Cash Bonusunused, plus accumulated sick leave at the per diem rate of $50.00, total not to exceed $3,000. 2. If the employee notifies the Superintendent in writing of his/her intention to terminate service in the school district at least one hundred (iii120) if approved by days prior to the Compensation Committee effective date of such termination, the employee shall be eligible to receive compensation based upon twenty percent (20%) of the Boardsubject employee’s unused, a Pro Rata Portion of accumulated sick leave at the Employee’s Annual Cash Bonusper diem rate, if anytotal not to exceed $13,000. 3. Subject to Section 9 belowThe compensation, payment provided by this Article shall be made paid in a lump sum sixty (60) days at the time of the payroll period immediately following the Employee’s Separation from Serviceeffective date of the termination of service. (b) The Employee and 4. In the event that the employee, who has given notice pursuant to this Article should die before the effective date of termination of service then, in such event, the lump sum shall be paid to the estate of said employee. 5. Only years of service to the Committee will be credited to Unit B members when computing the amount of severance. Incumbents as of September 1, 1994 will be exempt from this restriction. 6. Upon achieving eligibility for the benefits provided by this Article, a bargaining unit member may, at any time during his subsequent career at Upper Cape, elect a longevity payment, in addition to that provided by Article XIX, equal to an amount of money created by the exercise of the Employee’s dependents as are participating rights provided by the provisions of #2 above, not to exceed the usage of the number of days to meet the maximum benefit provided by said section paid over three (3) consecutive years. Upon such election, the bargaining unit members’ rights to benefits under Sections 1 and 2 above shall terminate. 7. Notwithstanding any other provision of this Article to the contrary, any member of the bargaining unit as of the effective date of the Employee’s termination (“Covered Dependents”) this Agreement shall be entitled eligible for all of the benefits contained in this Article. Bargaining unit members must give written notice of intent to continue elect this longevity payment to participate the Superintendent not later than October 15 of the year preceding the contract year in which the member desires receiving the payment. Once the bargaining unit member has notified the Superintendent of their election, the election shall be irrevocable, except by mutual agreement between the members and the Superintendent. Sick leave availability subsequent to the election shall be limited to the days remaining in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company bargaining unit member’s accumulated sick leave and their dependents annual allocations of sick leave for a maximum period equal to the number remaining years of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s their employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except As part of this Agreement, provided that you sign this Agreement within twenty-one (21) days and do not revoke the ADEA Waiver as defined in circumstances Paragraph 15, the Company will pay you, as severance, twenty-four (24) months of your base salary in effect as of the Separation Date, less applicable taxes and withholdings (the “Severance Payments”). The Severance Payments shall be paid on the same payroll schedule on which current employees are paid during the Employee would be entitled to payments and benefits twenty-four (24)-month period beginning on the first payroll date following the Effective Date (as defined in connection with a Paragraph 15). Notwithstanding the foregoing, if the Company determines that the Severance Payments or the Change of in Control Benefits (as provided described in Section 4 6(e) below) constitute “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) and you are, as of the Separation Date, a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the event Code, then, solely to the extent necessary to avoid the incurrence of any adverse personal tax consequences under Section 409A, the timing of the Severance Payments or the Change in Control Benefits shall be delayed until the earlier to occur of: (a) the date that during the term of this Agreement the Employee has a is six months and one day after your Separation from Service as a result or (b) the date of your death (such applicable date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment Date, the Company terminating the Employee’s employment without Cause (or the Employee terminating the Employee’s employment for Good Reason: successor entity thereto, if applicable) shall (ai) The Company shall pay to the Employee an you a lump sum amount equal to the sum of (i) eighteen (18) months the Severance Payments or the Change in Control Benefits that you would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, payment of such amounts had not been so delayed pursuant to this paragraph and (ii) one hundred fifty percent (150%) commence paying the balance of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by Severance Payments or the Compensation Committee of Change in Control Benefits in accordance with the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, applicable payment shall be made schedule set forth in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expensethis Agreement. The foregoing notwithstanding, the right of the Employee to continue to participate Company has determined that you have incurred a “separation from service” in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this accordance with Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.409A.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) 18.1 The Company Employer shall pay contribute to the Employee an amount equal United Food and Commercial Workers Union and FELRA Severance Trust Fund (hereinafter referred to as the sum "Fund") a total of ten cents (i$.10) eighteen (18) months of the Employee’s base monthly salary in effect per hour for all straight time hours worked for each employee on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved th payroll. The hourly contribution by the Compensation Committee Employer for new employees will commence with the first full payroll week following the completion of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty thirty (6030) days following of continuous employment with the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of Employer, retroactive to the date of employment. Effective January 4, 1981, the Employee’s termination Employer agrees to increase the severance contribution from ten cents (“Covered Dependents”$.10) to fifteen cents ($.15) per hour for all straight time hours worked for each employee on the payroll. Effective January 3, 1982, the Employer agrees to increase the severance contribution from fifteen cents ($.15) to twenty-five ($.25) per hour for all straight time hours worked for each employee on the payroll. Effective January 2, 1983, the Employer agrees to increase the severance contribution from twenty-five cents ($.25) to thirty-five cents ($.35) per hour for all straight time hours worked for each employee on the payroll. 18.2 The Fund shall be entitled governed by a Board of Trustees consisting of equal numbers to continue to participate in the major medical and dental benefit plans sponsored and maintained be designated by the Company from time Food Employers Labor Relations Association and the Union. 18.3 It is understood and agreed that the Fund referred to time herein shall be such as will continuously qualify for approval by the Internal Revenue Service, so as to allow the Employer an income tax deduction for the contributions paid hereunder. 18.4 It is agreed that all questions involving severance not specifically set forth herein shall be determined by the provisions of the Agreement and Declaration of Trust governing the Plan. 18.5 An Employer, at its employees discretion, may or may not be required to designate a representative on the same basis and at the same cost to the Employee as active employees Board of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation Trustees, but in the Company’s plansany event, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee Employer agrees to promptly notify be bound by all the Company if either decisions made by the Employee or his or her dependents who continue Trustees in accordance with the Declaration of Trust. 18.6 The above contributions shall not be applicable to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragethose employees classified as Utility Clerks.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the (a) If Employee has a separation from service (a “Separation from Service Service”) within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as a result of Employee’s discharge by the Company terminating without Cause (as defined below in Section 1(e)) within eighteen (18) months following the Effective Date, Employee shall be entitled to receive, in lieu of any severance benefits to which Employee may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which will be payable in a lump sum within ten (10) days following the effective date of Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:Release (as defined below in Section 1(c)): (ai) The Company shall pay to Employee his fully earned but unpaid base salary, when due, through the date of Employee’s Separation from Service at the rate then in effect, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Employee may be entitled pursuant to the terms of such plans or agreements at the time of Employee’s Separation from Service (the “Accrued Obligations”); and (ii) Subject to Section 1(c) and Employee’s continued compliance with Section 3, Employee shall be entitled to receive severance pay in an amount equal to the sum nine (9) months’ of (i) eighteen (18) months of the Employee’s base monthly salary salary, as in effect on immediately prior to the date the of Employee’s employment terminatesSeparation from Service, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made payable in a lump sum sixty within ten (6010) days following the effective date of Employee’s Release (as defined below in Section 1(c)); provided, however, that, in the event that the timing of the delivery of Employee’s Release could cause such amounts to be payable in one or another taxable year, then such amounts shall not be payable until the first business day of the taxable year following Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except in circumstances in which If the Employee would be entitled Executive’s employment is terminated pursuant to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that Sections 4(a) or 4(b) above during the term of this Agreement Term, then the Employee has a Separation from Service Executive, or his estate, as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesapplicable, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by receive his then Base Salary for one (1) year immediately following such termination. If the Company shall terminate the Executive’s employment without “cause” pursuant to Section 4(c) above during the Term, then the Executive shall be entitled to continue to receive his then Base Salary for one (1) year following the employment termination date. All payments under this Section 4(e) are conditioned upon the Executive’s execution of, and the effectiveness of the release attached hereto as Exhibit A (the “Release”), and are payable in regular installments consistent with normal Company payroll practices in effect from time to time for its employees on the same basis time. Subject only to Executive’s (or his estate’s) execution and at the same cost to the Employee as active employees effectiveness of the Company Release, the Company’s obligation under this Section 4(e) shall be absolute and their dependents for a maximum unconditional, and the Executive shall be entitled to such severance payments regardless of the amount of compensation and benefits the Executive may earn or be entitled to with respect to any other employment he may obtain during the period equal to the number of months for which severance payments are payable. If the Company is obligated to pay terminates the EmployeeExecutive’s base salary employment with “cause” pursuant to Section 3(a4(c) above. Should , if the Executive terminates his employment pursuant to Section 4(d) above or if the Executive’s employment is terminated for any reason following the expiration of the Term, then the Executive shall not be entitled to any further payments under this Agreement, including Base Salary, Bonus, Employee for himself Benefits, or herself or his or her Covered Dependents elect severance, after the date of termination, but Executive shall be entitled to continue participation in all Base Salary, Bonus and Employee Benefits that have accrued prior to the Company’s plans, the end effective date of such continued participation, rather than termination. To the termination extent that any amount payable under this Agreement constitutes an amount payable under a “nonqualified deferred compensation plan” (as defined in Section 409A of the Employee’s employmentInternal Revenue Code (hereinafter, shall “Code Section 409A”)) following a “separation from service” (as defined in Section 409A), including any amount payable under this Section 4, then, notwithstanding any other provision in this Agreement to the contrary, such payment will not be considered made to the qualified event for purposes of Executive until the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of day after the date that the Employee is first eligible to participate in a major medical benefit program maintained six months following his “separation from service,” but only if he is then deemed by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company, in accordance with any relevant procedures that it may establish, to be a “specified employee” under Code Section 409A at the time he “separates from service.” This paragraph will not be applicable after Executive’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragedeath.

Severance. Except in circumstances in which the Employee would be entitled (a) Subject to payments and benefits in connection with a Change of Control as provided in Section 4 below5(d) hereof, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employeeterminates Executive’s employment without Cause or (as defined herein), the Employee terminating the Employee’s employment for Good ReasonCompany shall: (ai) The Company shall pay to the Employee Executive, in equal installments over a period of twenty-four (24) months and consistent with past payroll practices, an amount equal to two (2) times the sum greater of (i) eighteen Executive’s then current Base Salary, or (18ii) months of the EmployeeExecutive’s base monthly salary in effect Base Salary on the date the Employee’s employment terminates, hereof (in each case without giving effect to any bonuses or fringe benefits to which Executive may be entitled); (ii) one hundred fifty percent (150%) of provide Executive with the Employee’s Average Annual Cash Bonus, plus health care benefits described in Section 10 hereof; and (iii) if approved by provide Executive (and Executive’s spouse and dependants) a lifetime travel pass for Company’s flights, enabling Executive (and Executive’s spouse and dependants) to travel (free of charge) in any class of service that is available at the Compensation Committee time of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonusreservation; in each case, if any. Subject and only if Executive has executed and delivered to Section 9 belowthe Company, payment shall be made in a lump sum sixty within thirty (6030) days following the EmployeeTermination Date, an effective and irrevocable General Release in form and substance identical in all material respects to Exhibit A attached hereto (it being understood that the first payment made following Executive’s Separation from Serviceexecution and delivery of such General Release will include all amounts that would have been paid following the Termination Date had Executive executed and delivered such General Release on the Termination Date, but which were not yet paid) and, then, only if Executive has not breached any provision of Section 6, Section 7 or Section 8 hereof. (b) The Employee and such In the event Executive ceases to be employed by the Company for any reason, the Company shall pay Executive his accrued but unpaid Base Salary through the Termination Date. In the event Executive ceases to be employed by the Company for any reason other than a termination by the Company for Cause, the Company shall pay Executive any Bonus in respect of any fiscal year preceding the fiscal year in which the Termination Date occurs which has not yet been paid, on the same date as annual cash bonuses for the applicable preceding fiscal year are paid to other senior executives of the Employee’s dependents as are participating as Company. In the event Executive ceases to be employed by the Company for any reason other than a termination by the Company for Cause and other than a resignation by Executive for any reason, the Company shall pay Executive an amount equal to a pro rata portion of any Bonus in respect of the date fiscal year in which such termination occurs, if and only to the extent earned, with respect to the period beginning on January 1 of the Employeeapplicable year through the Termination Date, such pro rata annual cash bonus to be payable on the same date as annual cash bonuses for the applicable fiscal year are paid to other senior executives of the Company. (c) Except as otherwise expressly provided herein, all of Executive’s termination rights to salary, bonuses, fringe benefits and other compensation hereunder which accrue or become payable after the Termination Date shall cease upon such date (“Covered Dependents”other than those expressly required under applicable law, such as COBRA, and accrued but unpaid vacation time, which shall be paid within thirty (30) days following the Termination Date). The Company may offset any amounts Executive owes the Company against any amounts the Company owes Executive hereunder, subject to Section 21 and except as prohibited under the terms of any applicable benefit plan, program or arrangement. (d) It is specifically understood and agreed that the severance payments that become due to Executive under Section 5(a) hereof (if any) shall be entitled offset (reduced), on a dollar-for-dollar basis, by the amount of any and all severance payments that may be received by Executive under the Company’s Executive Severance Plan dated January 1, 2007, as amended from time to continue to participate in time (the major medical and dental benefit plans sponsored and “Executive Severance Plan”) or any other plan, policy or program maintained by the Company from time to time. For the avoidance of doubt, the parties intend that under no circumstances shall the Company be required to make duplicate or corresponding severance payments to Executive under this Agreement and/or under any plan, policy or program maintained by the Company from time for its employees on to time, including the same basis and at Executive Severance Plan. (e) For purposes of this Agreement, “Cause” shall mean (i) the same cost commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Employee as active employees Company or any of its subsidiaries or any of their customers or suppliers, (ii) failure to perform duties of the Company office held by Executive as directed by the Board, following written notice of such failure by the Board to Executive, and their dependents for a maximum period equal failure by Executive, within the ten (10) business days, to cure such failure, (iii) gross negligence, fraud or willful misconduct with respect to the number Company or any of months for which the Company is obligated to pay the Employee’s base salary pursuant to its affiliates, and/ or (iv) any breach of Section 3(a2(c), Section 6, Section 7 and/or Section 8 of this Agreement. Further, any breach of Section 2(c) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, this Agreement by Executive shall be considered the qualified event constitute “Cause” under and for purposes of each and every agreement, plan or policy of or with the Employee’s Company or any of its affiliates, including, without limitation, this Agreement, the award agreement applicable to the 2014 Retention RSUs and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageExecutive Severance Plan.

Severance. Except in circumstances in which In exchange for the Employee would be entitled to payments Executive’s waiver of claims against the Company and benefits in connection its affiliates and the Executive’s compliance with a Change of Control as provided in Section 4 below, in the event that during the term other terms and conditions of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of Agreement, (i) eighteen the Company shall continue to pay the Executive’s base salary in accordance with the Company’s normal payroll schedule (18which will be no less frequently than one-twelfth of the annual salary amount during each calendar month) for a period of twelve (12) months from the Termination Date in accordance with Sections 5(c) and 18 of the Employee’s base monthly salary in effect on Employment Agreement (i.e., with any amount that is considered deferred compensation subject to Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) not being made until the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the EmployeeExecutive (within the meaning of Code Section 409A), and (B) the date of the Executive’s employment terminatesdeath, to the extent required under Code Section 409A), (ii) one hundred fifty percent (150%) the Company shall pay the premiums for the Executive’s continuation of group health coverage under the EmployeeCompany’s Average Annual Cash Bonus, plus (iii) if approved by plans under COBRA at the Compensation Committee active employee rates and subject to the Executive’s timely election of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of COBRA beginning on the date of the EmployeeExecutive’s separation from service for the period from the Termination Date through the end of the Consulting Period (as defined below) in accordance with the provisions of Sections 5(c) and 18 of the Employment Agreement (including, for the avoidance of doubt, early termination of such payments as set forth in Section 5(c) of the Employment Agreement) and (“Covered Dependents”iii) shall be entitled notwithstanding anything to continue to participate the contrary in the major medical and dental benefit plans sponsored and maintained by Employment Agreement, the Company from time to time for its employees on shall pay the same basis and at Executive the same cost to the Employee as active employees bonus described in Section 4(c) of the Company Employment Agreement, if any and their dependents for a maximum period equal to the number if earned based on achievement of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation applicable performance goals, in respect of the Company’s plans2016 fiscal year, notwithstanding that the end of such continued participation, rather than Executive will not be employed with the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of Company through the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employerof payment, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragewithout any pro-ration.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee (a) If Executive has a Separation from Service as a result of Executive’s discharge by the Company terminating the Employee’s employment without Cause or the Employee terminating the Employeeby reason of Executive’s employment resignation for Good Reason, in either case within eighteen (18) months following a Change in Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) below, will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release, but in no event later than two and one-half (2 1/2) months following the last day of the calendar year in which the date of Executive’s Separation from Service occurs: (ai) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the Employee date of Executive’s Separation from Service at the rate then in effect, plus all other the benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iii) below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service; (ii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, Executive shall be entitled to receive severance pay in an amount equal to the sum of: (A) Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Separation from Service for the [For Chief Executive Officer: twenty-four (i24)][For other executives: twelve (12)] month period following the date of Executive’s Separation from Service, plus (B) eighteen An amount equal to [For other executives: fifty percent (1850%) months of] Executive’s maximum target bonus for the fiscal year of the EmployeeCompany during which the date of Executive’s base Separation from Service occurs, plus (C) [For Chief Executive Officer: An amount equal to six (6) multiplied by the monthly salary in effect premium Executive would be required to pay for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service);] (iii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the Employeedate which is [For Chief Executive Officer: eighteen (18)][For other executives: twelve (12)] full months following the date of Executive’s employment terminatesSeparation from Service (or, if earlier, the date on which the applicable continuation period under [For Chief Executive Officer: COBRA][For other executives: the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (ii) one hundred fifty percent (150%) “COBRA”)] expires), the Company shall arrange to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the Employeedate of Executive’s Average Annual Cash BonusSeparation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of such Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s insurance plans, plus the Company shall provide substantially equivalent coverage under other third-party insurance sources. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to twelve (iii12) if approved multiplied by the Compensation Committee monthly premium Executive would be required to pay for continuation coverage pursuant to the COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the Board, a Pro Rata Portion date of Executive’s Separation from Service (calculated by reference to the premium as of the Employee’s Annual Cash Bonus, if any. date of Separation from Service); and (iv) Subject to Section 9 below3(c) and Executive’s continued compliance with Section 4: (A) The vesting and/or exercisability of each of Executive’s outstanding Stock Awards (other than Performance Awards) providing for an exercise or purchase price equal to or greater the fair market value, payment determined as of the date of grant of such Stock Award in accordance with the terms of the applicable plan or agreement, of the shares of stock subject to such Stock Award shall be made accelerated in a lump sum sixty (60) days following full effective as of the Employeedate of Executive’s Separation from Service. (bB) The Employee and such vesting and/or exercisability of each of Executive’s outstanding Stock Awards (other than Performance Awards) not providing for an exercise or purchase price at least equal to the Employee’s dependents as are participating fair market value, determined as of the date of grant of such Stock Award in accordance with the Employeeterms of the applicable plan or agreement, of the shares of stock subject to such Stock Award shall be accelerated with respect to fifty percent (50%) of the portions of such Stock Awards remaining unvested as of the date of Executive’s termination Separation from Service effective as of the date of Executive’s Separation from Service. (“Covered Dependents”C) The vesting and/or exercisability of fifty percent (50%) of any outstanding unvested portions of Executive’s Performance Awards shall be automatically accelerated effective as of the date of Executive’s Separation from Service. Nothing in this Section 3(a)(iv) shall be entitled construed to continue limit any more favorable vesting applicable to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the EmployeeExecutive’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation Stock Awards in the Company’s plans, equity plan(s) and/or the end of such continued participation, rather than stock award agreements under which the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. Stock Awards were granted. (D) The foregoing notwithstanding, the right provisions are hereby deemed to be a part of the Employee each Stock Award and to continue to participate supersede any less favorable provision in any agreement or plan regarding such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageStock Award.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 belowIf, in the event that during the term Benefits Continuation Period, RMT Partner or its affiliates terminates the employment of this Agreement the any Transferred Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or subjects any Transferred Employee to any indefinite lay-off, or if any Transferred Employee voluntarily terminates employment because a condition of continued employment is such employee’s agreement to relocate to regularly report to work at a job site more than 50 miles from such employee’s job site immediately prior to the Employee terminating such employee’s Transfer Time (each such employee whose employment is terminated under one of the foregoing circumstances, a “Terminated Employee’s employment for Good Reason: (a) The Company ”), RMT Partner or its affiliates shall pay to the such Terminated Employee severance in an amount equal to the sum greatest of (i) eighteen (18) months the severance pay due under the applicable severance plan of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesRMT Partner and its affiliates, (ii) one hundred fifty percent the severance pay that would have been due under the severance plan of Parent and its affiliates (150%including a CBA) that was applicable to such Terminated Employee immediately prior to such employee’s Transfer Time, (iii) in the case of exempt U.S. Non-Represented Employees, three months’ base salary, (iv) in the case of non-exempt U.S. Non-Represented Employees (including both hourly and salaried non-exempt employees), six weeks’ base salary and (v) the severance and termination pay and benefits continuation and any other notice, pay in lieu of notice, pay, benefits or compensation that is required by applicable law. The level of severance benefits a Terminated Employee is entitled to receive pursuant to clauses (i) through (v) of the preceding sentence shall be determined by taking into account such Terminated Employee’s Average Annual Cash Bonus, plus service with Parent and its affiliates (iiiand any predecessors) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the prior to such employee’s Transfer Time and such Terminated Employee’s Annual Cash Bonusservice with RMT Partner and its affiliates on and after such employee’s Transfer Time. In addition, if any. Subject subject to Section 9 belowthe immediately following sentence, payment RMT Partner or its affiliates shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The continue to provide to each Terminated Employee and such of the Employee’s his or her covered dependents as are participating as of the date of the Employee’s termination with group health plan coverage (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis terms as are applicable to similarly situated active employees and their covered dependents, and at the same no greater cost to such Terminated Employee than would be applicable were such Terminated Employee still employed) during the Employee as active Severance Period, provided that (i) in the case of U.S. Transferred Employees, such employees properly elect COBRA Coverage and (ii) such continued group health plan coverage shall cease to be provided upon the first to occur of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(afollowing: (A) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation solely in the Company’s planscase of U.S. Transferred Employees, the end of date such continued participationTerminated Employee ceases to be eligible for COBRA Coverage, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of (B) the date that such dependents Terminated Employee becomes eligible for another group health plan from a subsequent employer, and (C) the date on which the Severance Period expires. RMT Partner or its affiliates shall provide outplacement services to any Terminated Employee entitled to severance benefits pursuant to this paragraph that are first eligible reasonable with respect to participate such employee. For purposes of this paragraph, “Cause” shall mean, (1) solely in an alternative the case of any Canadian Business Employee, conduct which allows the employer sponsored major medical benefit program. As a condition to terminate such employee without notice or pay in lieu of notice under applicable law, or (2) solely in the case of any U.S. Business Employee, such U.S. Business Employee’s rights under this Section 3(b)material and willful misconduct, the Employee agrees willful refusal (other than as a result of incapacity due to promptly notify the Company if either the Employee physical or mental illness) to perform substantially his or her dependents who continue job responsibilities after a written demand for substantial performance has been delivered to participate such employee by RMT Partner or its affiliates, or conviction of a felony or non-felony crime involving fraud or dishonesty. “Severance Period” shall mean, with respect to any Terminated Employee, a number of weeks determined by dividing such Terminated Employee’s cash severance benefit by such Terminated Employee’s weekly base rate of pay. At and following the applicable Transfer Time, RMT Partner and its affiliates shall be solely liable with respect to the Business Employees for all severance and termination pay and benefits continuation and any other notice, pay in lieu of notice, pay, benefits or compensation that is required by applicable law, and shall indemnify and hold harmless Parent and its affiliates with respect to all such liabilities, obligations and commitments. Notwithstanding any provision of this Section 11.3(d) to the Company’s major medical contrary, except as otherwise required by applicable law or an applicable collective bargaining agreement, no Business Employee will be entitled to any of the severance or separation benefits pursuant to this Section 11.3(d) unless and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageuntil such Business Employee executes a release of claims in favor of Parent, RMT Partner and each of their respective affiliates and each of their respective predecessors, successors, parents and affiliates, and their respective present and former officers, directors, employees and agents, and the release becomes effective and irrevocable.

Severance. Except Severance pay in circumstances the amount of the 9 months of the Base Salary, if termination is for any reason other than Cause or expiration of the Employment Term or resignation by Executive. Severance pay, if any, will be payable in which 18 equal bi-weekly installments. Executive will be required to execute and return the Employee would Company’s form Separation and Release of Claims Agreement (“Separation and Release”) within 45 days after Executive’s termination of employment in order to be entitled eligible to payments receive the severance pay described above. Payment of Executive’s severance shall commence no earlier the 7 calendar days after the Company receives the executed Separation and benefits in connection with a Change Release and no later than 90 days after the date of Control Executive’s separation from service (as provided defined in Section 4 below1.409A 1(h) of the Treasury Regulations) (“Separation from Service”), the exact date to be determined by the Company in its sole discretion, provided that Executive timely executes and returns the event that during Separation and Release and does not subsequently revoke such execution. For all purposes of Section 409A of the term of Internal Revenue Code (the “Code”) and the related regulations, Executive’s entitlement to severance pay pursuant to this Agreement shall be treated as an entitlement to a series of separate payments. To the Employee has a Separation from Service as a result extent permitted under Section 409A of the Company terminating Code and the Employee’s employment without Cause or related regulations, any such payments that are excluded from the Employee terminating definition of “deferral of compensation” pursuant to Section 1.409A-1(b)(4) of the Employee’s employment Treasury Regulations shall not be taken into account in determining the eligibility of the remaining severance payments for Good Reason: (aexclusion from the definition of “deferral of compensation” pursuant to Section 1.409A-1(b)(9)(iii) The Company of the Treasury Regulations. “Cause” shall pay to the Employee an amount equal to the sum of mean (i) eighteen (18) months Executive’s continued failure or refusal to substantially perform Executive’s duties hereunder for a period of 10 days following written notice by the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesCompany to Executive of such failure or refusal, (ii) one hundred fifty percent (150%) dishonesty in the performance of the EmployeeExecutive’s Average Annual Cash Bonusduties hereunder, plus (iii) if approved by an act or acts on Executive’s part constituting (x) a felony under the Compensation Committee laws of the BoardUnited States or any state thereof or (y) a misdemeanor involving moral turpitude, a Pro Rata Portion of the Employee(iv) Executive’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made willful malfeasance or willful misconduct in a lump sum sixty (60) days following the Employeeconnection with Executive’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost duties hereunder or any act or omission which is materially injurious to the Employee as active employees financial condition or business reputation of the Company and their dependents or any of its subsidiaries or affiliates, (v) Executive’s unsatisfactory job performance, or (vi) Executive’s breach of any provision of this agreement, including the attached addendum. Additionally, if Executive becomes physically or mentally incapacitated for a maximum continuous period equal to the number of months for which 90 days or more, the Company is obligated has the right to pay terminate Executive’s employment without paying severance. For the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s planspurposes hereof, the end of such continued participation, rather than term “physical or mental incapacity” means Executive’s inability to perform the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate principal duties as of the date that the Employee is first eligible to participate in a major medical benefit program maintained contemplated by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageagreement.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee (a) If Executive has a Separation from Service as a result of Executive’s discharge by the Company terminating the Employee’s employment without Cause or the Employee terminating the Employeeby reason of Executive’s employment resignation for Good Reason, in either case within eighteen (18) months following a Change in Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) below, will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release, but in no event later than two and one-half (2 1/2) months following the last day of the calendar year in which the date of Executive’s Separation from Service occurs: (ai) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the Employee date of Executive’s Separation from Service at the rate then in effect, plus all other the benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iii) below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service; (ii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, Executive shall be entitled to receive severance pay in an amount equal to two hundred and seventy-five percent (275%) multiplied by Executive’s annual base salary as in effect immediately prior to the sum date of Executive’s Separation from Service; (iiii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is eighteen (18) full months of the Employee’s base monthly salary in effect on following the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the EmployeeExecutive’s Separation from Service. Service (b) The Employee or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall arrange to provide Executive and such of his or her eligible dependents who were covered under the EmployeeCompany’s dependents as are participating health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Employeedate of such Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s termination insurance plans, the Company shall provide substantially equivalent coverage under other third-party insurance sources. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to eighteen (“Covered Dependents”18) multiplied by the monthly premium Executive would be required to pay for continuation coverage pursuant to the COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service); (iv) Subject to Section 3(c) and Executive’s continued compliance with Section 4, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be accelerated in full effective as of the date of Executive’s Separation from Service. Nothing in this Section 3(a)(iv) shall be entitled construed to continue limit any more favorable vesting applicable to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the EmployeeExecutive’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation Stock Awards in the Company’s plansequity plan(s) and/or the stock award agreements under which the Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; (v) In the event that (A) Executive’s Separation from Service occurs in connection with or following a separation of the Company’s Imaging & Optics business (the “I&O Business”) from the other businesses of the Company through an initial public offering, merger or other sale transaction, spin-off or a split-off of the end I&O Business, or a combination of some or all of these transactions (collectively, a “Separation Event”), and (B) in connection with or following such Separation Event, Executive is offered employment with the entity continuing the I&O Business, or any parent or subsidiary thereof, then (1) Executive shall not be entitled to any payments or benefits under this Section 3(a) as a result of such continued participationSeparation from Service, rather than regardless of the circumstances of such Separation from Service, (2) any such Separation from Service shall be treated in the same manner as a termination of the EmployeeExecutive’s employment, shall be considered the qualified event employment under Section 3(b) below for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in determining the Company’s major medical financial or further obligations to Executive upon such termination of employment, and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage(3) this Agreement shall terminate upon Executive’s Separation from Service; and (vi) Notwithstanding any other provision of this Agreement to the contrary, any severance benefits payable to Executive under this Agreement shall be reduced by any severance benefits payable by the Company or an affiliate of the Company to such individual under any other policy, plan, program, agreement or arrangement, including, without limitation, any severance agreement between such individual and any entity.

Severance. Except In the event that Employee is subject to a Change in circumstances in which the Control Involuntary Termination, Employee would shall be entitled to receive severance benefits as follows: (A) a lump sum cash payment in an amount equal to two (2) times the higher of (1) the base salary which Employee was receiving immediately prior to the Change in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination (the “Salary Payment”); (B) a lump sum cash payment in an amount equal to two (2) times Employee’s Target Annual Bonus (the “Bonus Payment”); (C) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the twenty four (24) month period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (D) payment of any earned but unpaid annual bonus for the year immediately preceding the year of termination, to be paid at the time the Company pays bonuses with respect to such year to its executives generally (and in all events between January 1st and March 15th of the calendar year immediately following the calendar year in which such termination of employment occurs). The benefits to be provided under clauses (a)(i) and (a)(ii)(A) and (B) of this section shall be paid on the sixtieth (60th) day following Employee’s termination of employment; except that if a Change in Control occurs after the applicable Change in Control Involuntary Termination, then the Unvested Equity Value Payment, Salary Payment and Bonus Payment shall be payable in a lump sum on the date of such Change in Control. The benefits to be provided under clause (a)(ii)(C) of this section shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment, or, if earlier, the next payroll cycle following Employee’s execution of a release of claims against the Company and the expiration of any statutory waiting period (with a catch-up payment covering any payments that would have been made prior to such first payment had such payments commenced on the date of Employee’s termination of employment). In addition, all payments and benefits in connection under Section 2(a)(i) and (ii) (other than the Accrued Benefits) are subject to Employee’s continued compliance with a Change the Restrictive Covenants and release of Control claims against the Company as provided set forth in Section 4 below1(a). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that during the term provision of this Agreement subsidized COBRA benefits to Employee is likely to cause the Employee has a Separation from Service Company to become subject to excise tax as a result of the Company terminating Patient Protection and Affordable Care Act, as amended by the Employee’s employment without Cause or Health Care and Education Reconciliation Act of 2010 (the Employee terminating “Healthcare Reform Act”), the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an a monthly amount in cash equal to the sum of (i) eighteen (18) months amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee’s base monthly salary in effect on the date the Employee’s employment terminates. In addition, (iiEmployee shall receive payment(s) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonusfor all salary, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee bonuses and such of the Employee’s dependents as are participating unpaid vacation accrued as of the date of the Employee’s termination of employment (the “Covered DependentsAccrued Benefits”) shall be entitled and up to continue three (3) consecutive months of outplacement services not to participate exceed $5,000 per month (with a provider and in the major medical and dental benefit plans sponsored and maintained a program selected by the Company from time to time for its employees on the same basis and at the same cost to the Employee, provided Employee as active employees commences such services within ninety (90) days of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation Change in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(bControl Involuntary Termination date), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except in circumstances in which the (a) If, on or before June 8, 1998, Employee’s employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability, then Employee would shall be entitled to receive severance payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee totaling an amount equal to the sum of twelve (i) eighteen (1812) months Compensation (calculated at the rate of Compensation then being paid to Employee). Any severance payments to be paid to Employee under this Section 4(a) or under Section 4(b) below shall be referred to herein as the “Severance Payment”. Employee’s Severance Payment under this Section 4(a) shall be paid by Dendrite in twelve (12) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Serviceemployment. (b) The Employee and such of the If, after June 8, 1998, Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability, then Employee shall be entitled to continue receive severance payments totaling an amount equal to participate six (6) months Compensation (calculated at the rate of Compensation then being paid to Employee). Employee’s Severance Payments under this Section 4(b) shall be paid by Dendrite in six (6) consecutive equal monthly payments commencing not later than thirty (30) days after the major effective date of the termination of Employee’s employment. (c) No interest shall accrue or be payable on or with respect to any Severance Payment. In the event of a termination of Employee’s employment described in Sections 4(a) or 4(b) above, Employee shall be provided continued “COBRA” coverage pursuant to Sections 601 et seq. of ERISA under Dendrite’s group medical and dental benefit plans sponsored and maintained by plans. During the Company from time to time for its employees on period which Employee receives any Severance Payment, Employee’s cost of COBRA coverage shall be the same basis and at as the amount paid by employees of Dendrite for the same cost coverage under Dendrite’s group health and dental plans. Notwithstanding the foregoing, in the event Employee becomes re-employed with another employer and becomes eligible to receive health coverage from such employer, the payment of COBRA coverage by Dendrite as described herein shall cease. (d) The making of any Severance Payment hereunder is conditioned upon the signing of a general release in form and substance satisfactory to Dendrite under which Employee as active employees releases Dendrite and its affiliates together with their respective officers, directors, shareholders, employees, agents and successors and assigns from any and all claims he may have against them. In the event Employee breaches Sections 7, 8, 9 or 11 of the Company and their dependents this Agreement, in addition to any other remedies at law or in equity, Dendrite may cease making any Severance Payment or any payments for a maximum period equal to the number COBRA coverage otherwise due under this Section 4. Nothing herein shall affect any of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself obligations or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the EmployeeDendrite’s rights under this Section 3(b)Agreement. (e) For purposes of this Agreement, “Cause” as used herein shall mean (i) any gross misconduct on the part of Employee agrees with respect to promptly notify his duties under this Agreement, (ii) the Company if either engaging by Employee in an indictable offense which relates to Employee’s duties under this Agreement or which is likely to have a material adverse effect on the business of Dendrite, (iii) the commission by Employee of any willful or his intentional act which injures in any material respect or her dependents who continue could reasonably be expected to participate injure in any material respect the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragereputation, business or business relationships of Dendrite, including, without limitation, a breach of Sections 7, 8 or 11 of this Agreement, or (iv) the engaging by Employee through gross negligence in conduct which injures materially or could reasonably be expected to injure materially the business or reputation of Dendrite.

Severance. Except Upon the cessation of Executive’s employment following (x) the Advisory Period End Date or (y) the earlier termination of Executive’s employment hereunder by reason of (A) Executive’s death or Disability (within the meaning of the Company’s long-term disability plan applicable to Executive as of the Effective Date) or (B) the Company’s termination of the Advisory Period other than for Cause (as such term is defined in circumstances the Severance Plan), then, subject to and conditioned upon (x) Executive’s continued compliance with this Agreement and the Restrictive Covenants and (y) Executive’s execution of a Release (in substantially the form of Exhibit A), on or within 53 days following the Termination Date, and non-revocation of the Release during the seven-day period following the date on which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good ReasonRelease is executed: (ai) The If the Company terminates Executive’s employment other than for Cause (as such term is defined in the Severance Plan) prior to the Advisory Period End Date, (A) the Company shall continue to pay to Executive the Salary that would have been payable during the remainder of the Advisory Period had the Advisory Period ended on the Advisory Period End Date, in accordance with the Company’s normal payroll practices and (B) as of the Termination Date, the vesting of each outstanding Company Equity Award and the Stock Option Award shall continue with respect to the number of option shares subject to each such Company Equity Award and the Stock Option Award that would have vested had Executive remained in employment with the Company through the Advisory Period End Date; (ii) As of the Advisory Period End Date, the vesting of each outstanding Company Equity Award shall be accelerated with respect to the number of option shares subject to each such Company Equity Award that would have vested through the 12-month anniversary of the Advisory Period End Date had Executive remained in employment with the Company through such 12-month anniversary (for clarity, such accelerated vesting is in addition to any continued vesting pursuant to clause (i) above), and any then-remaining unvested portions of any Company Equity Awards shall be forfeited for no consideration; (iii) the Company shall pay to the Employee Executive an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates$1,250,000, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made payable in a single lump sum sixty (60) within 60 days following the Employee’s Separation from Service.Termination Date; (biv) The Employee if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall pay the cost of Executive’s and such Executive’s covered dependents’ healthcare coverage premiums for a period ending on the earliest of (A) the 12-month anniversary of the Employee’s dependents as are participating as of Termination Date, (B) the date on which Executive and his covered dependents become eligible for healthcare coverage under another employer’s plan, or (C) the date on which Executive and his covered dependents otherwise become ineligible for COBRA coverage, which such cost shall be taxable income to Executive; (v) Notwithstanding anything to the contrary above, if Executive terminates his employment prior to the Advisory Period End Date because Executive has obtained other employment or a consulting position and Executive is unable to continue as Strategic Advisor due to the requirements of the Employee’s termination such employment or consulting position, then (“Covered Dependents”A) Executive shall be entitled to continue to participate receive the amounts and benefits in the major medical Sections 3(b)(ii), 3(b)(iii), and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost 3(b)(iv), subject to the Employee as active employees terms and conditions set forth herein (including the release requirement described above), and (B) Executive shall be entitled to retain the portion of the Company and their dependents for a maximum period equal to the number of months for which the Company Stock Option Award that is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate vested as of the date Termination Date and any remaining unvested portion shall be forfeited. For the avoidance of doubt, in such circumstance, Executive shall not be entitled to receive the amounts and benefits in Section 3(b)(i). If the period during which Executive has discretion to execute or revoke the release described above straddles two calendar years, the Company will make the payments that are conditioned upon the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right release no earlier than January 1st of the Employee’s dependents to participate in second of such programs shall terminate as calendar years, regardless of the date that such dependents are first eligible to participate taxable year in an alternative employer sponsored major medical benefit program. As a condition which Executive actually delivers the executed release to the EmployeeCompany. For the avoidance of doubt, if Executive terminates his employment prior to the Advisory Period End Date (other than due to Executive’s rights under death or Disability as set forth in this Section 3(b) or on account of obtaining a subsequent employment or consulting position as described in Section 3(b)(v)), Executive shall forfeit any entitlement to the payments and benefits set forth in this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except In the event that Employee is subject to a Change in circumstances in which the Control Involuntary Termination, Employee would shall be entitled to receive severance benefits as follows: (A) a lump sum cash severance payment equal to two (2) times the higher of (1) the base salary which Employee was receiving immediately prior to the Change in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination, which payment shall be paid on the sixtieth (60th) day following the Change in Control Involuntary Termination; (B) a lump sum cash payment equal to two (2) times Employee’s Target Annual Bonus; and (C) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the twenty-four (24) month period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The benefits to be provided under clauses (a)(i) and (a)(ii) shall be paid on the sixtieth (60th) day following Employee’s termination of employment; except that any payments and benefits under clause (a)(ii)(C) shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment (subject in connection with a Change all cases to Employee’s release of Control claims against the Company as provided set forth in Section 4 below1(a)). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that during the term provision of this Agreement subsidized COBRA benefits to Employee is likely to cause the Employee has a Separation from Service Company to become subject to excise tax as a result of the Company terminating Patient Protection and Affordable Care Act, as amended by the Employee’s employment without Cause or Health Care and Education Reconciliation Act of 2010 (the Employee terminating “Healthcare Reform Act”), the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an a monthly amount in cash equal to the sum of (i) eighteen (18) months amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee’s base monthly salary in effect on the date the Employee’s employment terminates. In addition, (iiEmployee shall receive payment(s) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonusfor all salary, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee bonuses and such of the Employee’s dependents as are participating unpaid vacation accrued as of the date of the Employee’s termination of employment and up to three (“Covered Dependents”3) shall be entitled months of outplacement services not to continue to participate exceed $5,000 per month (with a provider and in the major medical and dental benefit plans sponsored and maintained a program selected by the Company from time to time for its employees on the same basis and at the same cost to the Employee, provided Employee as active employees commences such services within ninety (90) days of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary Change in Control Involuntary Termination date). For the avoidance of doubt, if any payments or benefits have been provided pursuant to Section 3(a2(b)(ii) above. Should and this Section 2(a)(ii) becomes applicable, such payments or benefits shall directly reduce the Employee for himself payments and benefits due hereunder and no further payments or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, benefits shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right provided pursuant to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b2(b)(ii), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except in circumstances in which During the Employee would be entitled to payments and benefits in connection with Term, if within 18 months after a Change of Control in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause 3(d) or the Employee terminating the Employee’s Executive terminates her employment for Good Reason:Reason as provided in Section 3(e), then the Employers shall pay the Executive her Accrued Benefit. The Employers shall also pay the Executive her Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, all within 60 days from the Date of Termination, (ai) The Company the Employers shall pay to the Employee Executive a lump sum in cash in an amount equal to 2.25 times the sum of (iA) eighteen the Executive’s current Base Salary (18) months of or the EmployeeExecutive’s base monthly salary Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the date Date of Termination (or the EmployeeExecutive’s employment terminatesIncentive Compensation determined immediately prior to the Change in Control, if higher); and (ii) one hundred fifty percent if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to (150%A) 18 times the amount of monthly employer contribution that the Employee’s Average Annual Cash BonusEmployers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and her dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Employers; and (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment amounts payable under Subsections (i) and (ii) shall be made paid in a lump sum sixty (within 60 days after the Date of Termination; provided, however, that if the 60) days following the Employee’s Separation from Service. (b) The Employee -day period begins in one calendar year and ends in a second calendar year, such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) amounts shall be entitled to continue to participate paid in the major medical and dental benefit plans sponsored and maintained second calendar year by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end last day of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage60-day period.

Severance. Except In exchange for and conditioned upon Employee’s continued employment through December 31, 2011 and execution of a Supplemental Release within two weeks of the Separation Date, the form of which is attached hereto as Exhibit A (the “Supplemental Release”), the Company agrees to: a. pay Employee a lump sum equivalent to one (1) year of Employee’s base salary, for a total of Two Hundred Ninety Thousand Dollars ($290,000), less applicable withholding (the “Severance Payment”) within ten (10) business days after the Effective Date of the Supplemental Release; b. subject to the Compensation Committee’s approval, Employee’s vesting with respect to those unvested Options outstanding as of the Separation Date shall accelerate so that all Options shall be considered fully vested on January 1, 2012, and that all Options shall remain exercisable for a period of twelve (12) months following the Separation Date, but in circumstances no event past the expiration date of each Option. All shares of Company common stock, and each Option, shall continue to be subject to all other terms of the applicable Stock Option Agreement; c. reimburse Employee for the payments Employee makes for COBRA coverage for a period of six (6) months from the Separation Date, or until Employee has secured other employment, whichever occurs first, provided Employee timely elects and pays for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA (“COBRA Reimbursements”). COBRA Reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his payments for COBRA coverage. Notwithstanding the foregoing, if the Company determines in which its sole discretion that it cannot provide the COBRA Reimbursements without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 belowtaxable lump sum payment, within fifteen (15) calendar days following the Separation Date, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the total COBRA premium that Employee would be required to pay to continue Employee’s base monthly salary group health plan coverage under COBRA at the rate in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from ServiceDate. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in In the event that during the term of a termination of this Agreement by the Employee has a Separation from Service as a result Company without Just Cause, due to Total Permanent Disability or due to the death of the Company terminating Executive, or by the Employee’s employment without Cause or the Employee terminating the Employee’s employment Executive for Good Reason, then the Executive or the Executive’s heirs will be entitled to: (a) The Company shall pay unpaid compensation and benefits described in Section 2 earned up to the Employee an amount equal termination date to the sum be paid within 10 days of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service.termination; (b) a lump sum payment (less all deductions required by law such as income taxes) equal to the then current Base Salary set out in Section 2.1 multiplied by two to be paid within 10 days of termination; (c) the continuation of health and welfare benefits described in Section 2.4, for a period terminating on the earlier of (i) the date the Executive obtains employment with another company, and (ii) two years from the date of termination. (d) despite anything to the contrary set out in The Employee Bonus Stock and such Bonus Stock Option Incentive Plan (Schedule “A”): (i) all restrictions, including escrow restrictions, satisfaction of milestones on Bonus Stock issued to the Employee’s dependents as are participating Executive will cease and the Executive will have clear title to the Bonus Stock subject to no further restrictions or contingencies, and (ii) all Bonus Stock Options granted as of the date of termination will immediately vest in the Employee’s termination Executive (“Covered Dependents”) and all milestones shall be entitled deemed satisfied), and may be exercised on any date between the date of termination and a date which is 36 months from the date of termination. (e) The Company shall reimburse within 10 days of incurrence, to continue to participate the full extent provided by law, all legal fees and expenses that the Executive, the Executive’s legal representatives or the Executive’s family may reasonably incur or face arising out of or in connection with this Agreement (but this Agreement only), including any litigation concerning the major medical and dental benefit plans sponsored and maintained validity or enforceability of, or liability under, any provision of this Agreement or any action by the Company from time Executive, the Executive’s legal representatives or the Executive’s family to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or enforce his or her Covered Dependents elect to continue participation in their rights under the Company’s plansAgreement (but this Agreement only), provided that the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate Executive prevails in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragelitigation.

Severance. Except In the event that the termination of employment with Seller and its Affiliates of a TMA Business Employee, the refusal of a TMA Business Employee to accept an offer of employment from Buyer or its applicable Affiliates that is made on terms consistent with this Article VI, or the exercise by a TMA Business Employee of a right to object to an automatic transfer of the TMA Business Employee’s employment to Buyer, results in circumstances any obligation, contingent or otherwise, to pay any severance or other benefits (including any such benefits required under applicable Laws) to such TMA Business Employee, subject to Section 6.14, Seller shall, and shall cause its Affiliates to, without limiting Section 6.11(b), reimburse and otherwise indemnify and hold harmless Buyer and its Affiliates for the costs paid by Buyer and its Affiliates, if any, for all such severance benefits required by applicable Law or by the applicable Seller Benefit Plan (including any such benefits customarily provided by Seller in order to secure a release of claims or post-termination restrictive covenants, as applicable) in which the TMA Business Employee would participated (or was eligible to participate in) immediately prior to Closing. With respect to each Transferred TMA Business Employee whose employment is terminated without Cause or who resigns for Good Reason during the 12 month period commencing on the Closing Date, Buyer shall provide such Transferred TMA Business Employee with severance benefits equivalent, in the aggregate, to the greater of (a) the severance benefits determined in accordance with the Employee Roster, to the extent that severance benefits are based on wage rate or base salary level, and the applicable Benefit Plan that is disclosed on Section 3.10(a) of the Seller Disclosure Schedule covering such Transferred TMA Business Employee immediately prior to the Closing Date and (b) the severance benefits required by applicable Law, in each case of the foregoing clauses (a) and (b), taking into account such Transferred TMA Business Employee’s service with Seller and its Affiliates prior to and on the applicable Employee Transfer Date and with Buyer and its Affiliates on and after the applicable Employee Transfer Date; provided that, such severance benefits shall be entitled reduced, to payments and benefits the maximum extent permitted by applicable Law, by any severance benefits, if any, that the Transferred TMA Business Employee has received in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Servicetransactions contemplated hereby. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except in circumstances in which If the Employee would be entitled to payments Executive terminates this Agreement and benefits in connection his employment with a Change the Company for Good Reason or if the Executive’s employment with the Company is terminated by the Company for any reason other than for Cause or the Executive reaching the age of Control as provided in Section 4 belowseventy-five (75), in the event that during the term including non-renewal of this Agreement the Employee has a Separation from Service as a result of by the Company terminating (but not including any circumstances that would give rise to a payment to the Employee’s employment without Cause or Executive pursuant to Section 3.3(a) hereof), the Employee terminating Company shall pay severance to the Employee’s employment for Good ReasonExecutive as follows: (ai) The Company shall severance pay to the Employee in an amount equal to 1.5 times the sum Executive’s then-current annual base salary, such amount to be paid in equal installments over the 18-month period immediately following the date of termination in accordance with the Company’s normal payroll practices with such installments to be no less frequent than monthly and to commence on the first payroll date following the date of termination; and (iii) all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the benefit plans, policies and arrangements; and (iii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (A) the expiration of a period of eighteen (18) months of the Employee’s base monthly salary in effect on from the date of termination or (B) the Employee’s employment terminates, date upon which the Executive becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the foregoing items (iii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus and (iii) if approved by hereof are defined as the Compensation Committee “Severance Indemnity.” The Executive’s receipt of the Board, foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company of a Pro Rata Portion separation and release agreement acceptable to the Company governing the termination of the Employeeemployment relationship between the Executive and the Company and the Executive’s Annual Cash Bonusrelease of all claims against all members of the Avadel Group of Companies and their employees, if any. Subject officers, directors and contractors, and allowing the applicable revocation period required by law to Section 9 belowexpire without revoking or causing revocation of same, payment shall be made in a lump sum within sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such date of termination of the EmployeeExecutive’s dependents as are participating as of employment. Any Severance Indemnity payments that the date of the Employee’s termination (“Covered Dependents”) shall Executive would otherwise be entitled to continue receive prior to participate the time the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a lump sum after the release becomes effective and irrevocable; and if the permissible period during which the Executive may execute and deliver the release and during which the applicable revocation period could expire spans more than one calendar year, any payments that the Executive is entitled to receive during such period shall be accumulated and paid in a lump sum only in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragesubsequent calendar year.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits (i) If, in connection with a Change of Control Control, Feltheimer's employment by Lions Gate is terminated for any reason, excepting only termination for cause (as provided set forth in Section 4 Paragraph 12(a)(iii) below) or termination at Feltheimer's election (pursuant to Paragraph 7(c)(ii) below), then notwithstanding anything to the contrary in Paragraph 12 below Feltheimer shall be entitled to the event that during payment of US$2,500,000 within five (5) business days of such termination and shall continue to be entitled to the term continued payment of this Agreement Base Salary through the Employee has a Separation from Service as a result normal expiration of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason:Term; (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent For a period of thirty (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (6030) days following the Employee’s Separation from Service. (b) The Employee and such effective date of the Employee’s dependents as are participating as Change of Control (i.e., the date of the Employee’s termination formal closing of the transaction), Feltheimer shall have the right, exercisable in his sole discretion, to terminate his employment hereunder by giving written notice thereof to Lions Gate within such thirty (“Covered Dependents”30) day period, in which event Feltheimer shall be entitled to continue the payment of US$2,500,000 within five (5) business days of such termination; provided, however, that Feltheimer shall not be entitled to participate the further payment of Base Salary beyond any such amounts that are then accrued but unpaid; and (iii) To the extent that Lions Gate would be unable to deduct as a business expense all or a portion of the Severance payable to Feltheimer pursuant to Paragraph 7(c)(i) or 7(c)(ii) above in connection with Lions Gate's tax returns and/or if Feltheimer would be subject to an excise tax on all or a portion of the major medical Severance, then Lions Gate and dental benefit plans sponsored Feltheimer shall promptly negotiate in good faith an allocation of the Severance as between (A) a severance payment and maintained by (B) a consulting fee for Feltheimer's post-Term non-exclusive consulting services to Lions Gate. Subject to the Company from time to time for its employees parties' agreement on the same basis allocation of Severance between a severance payment and at the same cost a consulting fee to the Employee minimize what Lions Gate would not be able to deduct as active employees of the Company and their dependents for a business expense, Lions Gate shall pay any excise tax payable by Feltheimer up to a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageUS$150,000.

Severance. Except in circumstances in which If the Employee would be entitled to payments Executive terminates this Agreement and benefits in connection his employment with a Change of Control as provided in Section 4 belowthe Company for Good Reason or if the Executive’s employment with the Company is terminated by the Company for any reason other than for Cause, in the event that during the term including non-renewal of this Agreement the Employee has a Separation from Service as a result of by the Company terminating (but not including any circumstances that would give rise to a payment to the Employee’s employment without Cause or Executive pursuant to Section 3.3(a) hereof), the Employee terminating Company shall pay severance to the Employee’s employment for Good ReasonExecutive as follows: (ai) The Company shall severance pay to the Employee in an amount equal to 1.5 times the sum Executive’s then-current annual base salary, such amount to be paid in equal installments over the 18-month period immediately following the date of termination in accordance with the Company’s normal payroll practices with such installments to be no less frequent than monthly and to commence on the first payroll date following the date of termination; and (iii) all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the benefit plans, policies and arrangements; and (iii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (A) the expiration of a period of eighteen (18) months of the Employee’s base monthly salary in effect on from the date of termination or (B) the Employee’s employment terminates, date upon which the Executive becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the foregoing items (iii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus and (iii) if approved by hereof are defined as the Compensation Committee “Severance Indemnity.” The Executive’s receipt of the Board, foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company of a Pro Rata Portion separation and release agreement acceptable to the Company governing the termination of the Employeeemployment relationship between the Executive and the Company and the Executive’s Annual Cash Bonusrelease of all claims against all members of the Avadel Group of Companies and their employees, if any. Subject officers, directors and contractors, and allowing the applicable revocation period required by law to Section 9 belowexpire without revoking or causing revocation of same, payment shall be made in a lump sum within sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such date of termination of the EmployeeExecutive’s dependents as are participating as of employment. Any Severance Indemnity payments that the date of the Employee’s termination (“Covered Dependents”) shall Executive would otherwise be entitled to continue receive prior to participate the time the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a lump sum after the release becomes effective and irrevocable; and if the permissible period during which the Executive may execute and deliver the release and during which the applicable revocation period could expire spans more than one calendar year, any payments that the Executive is entitled to receive during such period shall be accumulated and paid in a lump sum only in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragesubsequent calendar year.

Severance. Except in circumstances in which (a) Termination without Cause or for Good Reason. (i) In the Employee would event of Executive’s termination of employment with the Company (i) by the Company without Cause, or (ii) by Executive for Good Reason, Executive shall be entitled to payments and the severance benefits set forth below in connection with Section 6(a)(ii); provided, however, if such termination of employment or election of non-renewal occurs within twenty-four (24) months immediately following a Change in Control (as defined in the Severance Plan) of Control as the Company, Executive shall in lieu of the severance benefits provided under Section 6(a)(ii) hereof become entitled to the severance benefits set forth below in Section 4 below6(a)(iii). (ii) As a condition to the payment of the following severance benefits, within 45 days of the Executive’s termination of employment, the Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form attached hereto as Exhibit A, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of consideration for which the Company terminating agrees to the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonfollowing: (aA) The Company shall pay to Executive, upon the Employee date that is 45 days following the termination of employment, a lump-sum cash payment in an amount equal to two times the sum Executive’s annual Base Salary (as in effect at the date of Executive’s termination determined without regard to any reduction in such Base Salary constituting Good Reason). (iB) The Company shall pay Executive 50% of the Annual Bonus then in effect that Executive would have received based upon the Company’s actual underlying performance through the end of the current bonus period, and further pro-rated for the number of days during such year that Executive was employed by the Company, with such bonus to be paid at the time such bonus would otherwise have been paid had Executive not been terminated. (C) For eighteen (18) months of the Employee’s base monthly salary in effect on from the date of termination (the Employee’s employment terminates“Benefits Continuation Period”), the Company shall reimburse the Executive for his cost to participate in COBRA benefits continuation coverage. (D) To the extent not already vested, the 2016 LTIP Award shall fully vest upon termination of employment, (iiand be paid or satisfied in accordance with their terms). (E) one hundred fifty percent (150%) of The Company shall pay Executive the Employee’s Average Annual Cash Bonus, plus amounts described in Section 6(d). (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employeepayment of the following severance benefits, within 45 days of the Executive’s rights termination of employment, the Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form attached hereto as Exhibit A, in consideration for which the Company agrees to the following: (A) The Company shall pay Executive, upon the date that is 45 days after termination of employment, a lump-sum cash payment in an amount equal to three times the sum of the following: (x) Executive’s annual Base Salary (as in effect at the date of Executive’s termination determined without regard to any reduction in such Base Salary constituting Good Reason) and (y) Executive’s target Annual Bonus (excluding the Maximum Bonus but determined without regard to any reduction in such target Annual Bonus constituting Good Reason) for the year in which the termination of employment occurs. (B) For eighteen (18) months from the date of termination (the “Change in Control Benefits Continuation Period”), the Company shall reimburse the Executive for his cost to participate in COBRA benefits continuation coverage. (C) A lump-sum amount, paid upon the date that is 45 days after termination of employment, equal to Executive’s then current target bonus opportunity established under the bonus plan in which the Executive is then participating, for the plan year in which the termination of employment occurred, adjusted on a pro rata basis based on the number of days Executive was actually employed during the bonus plan year in which the termination of employment occurs. (D) To the extent not already vested, the 2016 LTIP Award shall fully vest upon termination of employment, (and be paid or satisfied in accordance with their terms). (E) The Company shall pay Executive the amounts described in Section 6(d). (iv) Notwithstanding anything in this Section 6(a) to the contrary, the benefit reimbursement provided pursuant to Section 6(a)(ii)(C) and Section 6(a)(iii)(B) shall be discontinued prior to the end of the Benefits Continuation Period or Change in Control Benefits Continuation Period, as applicable, in the event Executive becomes eligible for benefits from a subsequent employer (including self employment or consulting) similar to those benefits Executive was receiving pursuant to his COBRA benefits continuation, as determined by the Company in good faith. Executive shall have a duty to inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment, and shall provide, or cause to be provided, to the Company in writing correct, complete and timely information concerning the same. (v) Notwithstanding anything herein to the contrary, if Executive is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) as of his termination of employment, then to the extent necessary to comply with the requirements of Section 409A of the Code, no payments due Executive under this Section 3(b)6(a) shall be made earlier than the date that is six months following Executive’s termination of employment, the Employee agrees at which time all payments that would otherwise have been made or provided to promptly notify the Company if either the Employee or his or her dependents who continue Executive within that six month period shall be paid to participate Executive in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragea lump sum.

Severance. Except In further consideration of the entering into of this Agreement by Employee, Dalexx xxxees to entitle Employee to a severance pay benefit based upon base salary dependent upon the duration of Employee's employment with Dalexx, xxtermined as follows: a) One hundred and eighty days (180) or less of employment will result in circumstances a severance benefit equal to six (6) months salary subject to a six (6) month Non-Compete period; b) Employment beyond one hundred and eighty days (180) of employment will result in which a severance benefit equal to twelve (12) months salary subject to a twelve (12) month Non-Compete period; c) The Company reserves the right to waive the Non-Compete period. If DTI waives the Non-Compete Period in its entirety or any portion of it, there shall be no severance benefit paid for the period that has been waived. Dalexx xxxll pay the foregoing severance benefit in accordance with payroll policies in effect at the time of separation. Employee would shall not be entitled to payments and benefits in connection any severance benefit if terminated by Dalexx "xxr cause" or if Employee voluntarily resigns from his or her employment with a Change Dalexx xxxject to the provisions of Control as provided the Non-Compete period in Section 4 below2(c). As used in this Agreement determination "for cause" shall be defined as termination of Employee by Dalexx xx the event Employee has been convicted of any felony or, in the event that during case of other crimes, involving moral turpitude or dishonesty, or for any breach by Employee of any agreement with Dalexx xx of its employment or business policies (including without limitation theft or misuse of company property), or for any other act or omission by Employee which does not fit into the term of this Agreement the previous categories but which Dalexx xx good faith believes has occurred to its detriment and about which Employee has received at least one (1) written warning by Dalexx xxx despite such prior written warning, employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause second occasion committed such act or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Serviceomission. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except (a) Although nothing in circumstances this Section 4 shall be construed to alter the at-will nature of employment as set forth in which Section 1 above, if Executive is terminated by the Employee would Company without Cause or resigns for Good Reason, Executive will be paid a lump sum amount equal to two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If Executive is terminated by the Company without Cause or resigns for Good Reason, the Company will also provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in an amount not to exceed $20,000; Executive shall not be entitled to payments and benefits cash in connection with a Change lieu of Control as provided in Section 4 belowoutplacement services. If Executive is terminated by the Company without Cause, in the event that during the term of this Agreement the Employee has a Separation from Service resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive will be entitled to receive a pro rata bonus payment, at such time bonuses are paid to the Company’s other Senior Executives, based on the number of months worked in the applicable fiscal year of the Company terminating (the Employee“Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s employment without Cause or obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Employee terminating Company a fully effective general release in the Employee’s employment for Good Reason: (a) The form attached to this Agreement as Attachment A. Company shall pay to Executive the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect Salary Severance on the date which is the Employeelater of ten days after the date on which it receives the signed release or six months after the date of separation from service, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release, the date on which Company pays bonuses to Company’s employment terminatesSenior Executives for the applicable year, (iior the date that is six months after the date of separation from service. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Section 4, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days contributions following the Employeetermination of Executive’s Separation from Serviceemployment. (b) The Employee In the event that Executive is qualified for and such elects COBRA coverage under the Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the Employee’s dependents cost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as are participating as of the date of the Employee’s termination (“Covered Dependents”set forth in Section 4(a) above and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained forfeited. (c) If Executive is terminated by the Company from time to time without Cause or resigns for its employees Good Reason, and on the same basis and at the same cost effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Employee as active employees of Company’s common shares or if the Company and their dependents for a maximum period equal determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation trade in the Company’s planscommon shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, Executive will be paid an additional lump sum amount equal to $125,000 (the end of such continued participation, rather than “Blackout Period Severance”). Company shall pay Executive the termination of Blackout Period Severance on the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the same date that the Employee Salary Severance is first eligible paid. (d) For purposes of this Agreement, the Company shall have “Cause” to participate terminate the Executive’s services in the event of any of the following acts or circumstances: (i) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Agreement, except during periods of physical or mental incapacity; (iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the business of the Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in a major medical benefit program maintained by material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a successor employer, violation of the Company’s Code of Business Conduct and Ethics; or (v) any material breach of this Agreement or any material breach of any other written agreement between Executive and the right Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock and/or stock options of any of the EmployeeCompany’s dependents affiliates); provided, however, that Executive shall not be deemed to participate have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such programs shall terminate as breach is not fully corrected prior to the expiration of the date that such dependents are first eligible thirty (30) calendar day period following delivery to participate Executive of the Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in an alternative employer sponsored major medical benefit program. As reasonable detail. (e) Executive will be deemed to have a condition “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as Chief Financial Officer, (ii) the failure by any successor of the Company to assume in writing the EmployeeCompany’s rights obligations under this Section 3(bAgreement, (iii) the breach by the Company in any respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the Employee agrees to promptly notify failure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, (iv) the relocation of Executive’s primary office location of more than 50 miles that places the primary office farther from Executive’s residence than it was before, or (v) the imposition by the Company of a requirement that Executive report to a person other than the Chief Executive Officer of the Company or the Chairman of the Board. Executive shall not have a Good Reason to resign if either the Employee or his or her dependents who continue Company suspends Executive due to participate in an indictment of Executive on felony charges, provided that the CompanyCompany continues to pay Executive’s major medical salary and dental benefit plans become eligible benefits. No Salary Severance is payable after Executive turns age 65, regardless of whether Executive has a Good Reason for alternative employer sponsored major medical benefit coverageresignation and regardless whether the Company has Cause to terminate Executive.

Severance. Except (a) If the Company terminates Employee’s employment with the Company without Cause in circumstances accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to one month of Employee’s Base Salary as in which effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee would will be entitled to payments a severance payment (in addition to any other rights and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of of: (i) eighteen (18) months of the Employee’s base monthly salary Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date the Employee’s employment terminatesof such CC Termination), and (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus subject to subsections (iiic) if approved by the Compensation Committee of the Board, and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s Separation separation from Service. service and not revoking the release within the seven (b7) The days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee and such breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled Severance Payment that has been paid to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary him pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage7.

Severance. Except in circumstances in which Upon the Employee would be layoff of an employee covered by this Agreement, the employee shall be‌ entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonfollowing: (a) The Company shall pay to the Employee an amount equal to the sum Pay in lieu of prior notice not given by Anixter Center, (ib) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash BonusAccrued annual leave, if any. Subject to Section 9 belowIn the event of an employee’s dismissal, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) he/she shall be entitled to continue only accrued annual leave, unless an employee has not passed his/her probationary period in which event the employee would not be entitled to participate any annual leave. In the event of a layoff or position elimination, Anixter Center will offer, when possible, comparable job openings to the affected employee(s) as outlined in Article 10, Sections 2, 3 and 4. Comparable is defined as identical pay and reasonably similar qualifications as the position the employee formerly held. In the event the employee rejects an offer of a comparable job, the employee forfeits all rights to severance pay. In the event Anixter Center has no comparable positions available, severance pay in the major medical event of a layoff shall be as follows: 1 year but less than 2 years in seniority 5 days 2 years but less than 3 years in seniority 12 days 3 years but less than 5 years in seniority 20 days 5 years in seniority and dental benefit plans sponsored and maintained by the Company from time to time for its employees on over 25 days Severance pay will be paid out in the same basis and at manner as normal pay, over a period of time, not in a lump sum. Severance pay will cease to be paid when: (a) the same cost applicable limit shown above is reached, or (b) when a comparable opening is offered to the Employee employee, whichever occurs first. An employee’s receipt of severance pay will not jeopardize his/her right to recall, however, an employee shall not exceed her/his allotment of severance pay as active employees outlined above, in any twelve (12) month period regardless of the Company and their dependents for a maximum period equal to the number of months for which times the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall employee may be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragelaid off.

Severance. Except in circumstances in which In consideration for this Agreement and Employee’s general release of claims hereunder, Employer shall do the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in following no sooner than the event that during the term eighth (8th) day following Employee’s signing of this Agreement the Agreement, providing Employee has a Separation from Service as a result does not revoke this Agreement: a. In lieu of amounts that are due or which may become due under Section 3.4, Section 8.0 and Section 9.0 of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company Employment Agreement, Employer shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a special lump sum sixty (60) days following severance payment in the Employee’s Separation gross amount of $482,500 on or before February 24, 2006. The Employer shall deduct from Servicethis severance pay all normal tax withholdings and deductions which Employer is required by law to make. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) b. Employer shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost pay to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary through the Effective Time on or before February 24, 2006. All other compensation due to the Employee pursuant to Section 3(athe other provisions of the Employment Agreement (including but not limited to sections 3.1, 3.2, 3.3, 3.5 through 3.7) above. Should is set forth on Exhibit A attached hereto and shall be paid to the Employee for himself on or herself before February 24, 2006. The Employer shall deduct from this compensation all normal tax withholdings and deductions which Employer is required by law to make. c. Employer shall continue to provide to Employee all benefits and compensation to which Employee may be entitled to under the Employer’s 401(k) plan, heath insurance plan, deferred compensation plan and other benefit plans to the extent required under applicable law or his or her Covered Dependents elect to continue participation in the Company’s plans, the end terms of such continued participationplan. d. Employee understands that he shall receive no other wages, rather bonus, commissions or any other payments or benefits from Employer other than as set forth in this Agreement. e. Anything in this Agreement to the termination contrary notwithstanding, Employee shall have the right, in his sole and absolute discretion, to reduce the amounts payable hereunder to the extent that such payments would subject Employee to excise tax under Section 4999 of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s Internal Revenue Code and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageregulations thereunder.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The If the Company terminates Fxxxxx’x employment other than for Cause pursuant to Section 1.3(d), other than by reason of death or Disability pursuant to Section 3.6, or if Fxxxxx resigns within ten (10) days following a material reduction in his duties (as per Section 2.2) or material reduction of compensation within six (6) months following a Change in Control then subject to Fxxxxx’x continuing obligations under Section 2.4 and Section 2.5 and in consideration of the execution, delivery and effectiveness of a general release of claims in a standard form approved by the Company, the Company shall pay to the Employee an amount equal to the Fxxxxx a lump sum of two (i2) eighteen times Fxxxxx’x current Base Salary in cash within fifteen (1815) months days after the date of termination (or, if later, upon the effectiveness of the Employee’s base monthly salary in effect on general release following any applicable revocation period), any Inorganic Revenue Growth Bonus for acquisitions or mergers consummated within one hundred 180 days after the date the Employee’s employment terminates, (ii) of termination and shall vest one hundred fifty percent (150100%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee Fxxxxx’x then remaining unvested portion of the Boardoptions granted in accordance with this Agreement, a Pro Rata Portion of the Employee’s Annual Cash Bonusin addition to other amounts payable from qualified plans, if any. Subject to Section 9 belownonqualified retirement plans, payment and deferred compensation plans, which amounts shall be made paid in a lump sum sixty (60) days following accordance with the Employee’s Separation from Serviceterms of such plans. (b) The Employee and such If the Company terminates Fxxxxx’x employment for Cause, or if Fxxxxx resigns, then Fxxxxx shall only be entitled to be paid his accrued, unpaid Base Salary through the effective date of his termination of employment, any Inorganic Revenue Growth Bonus for acquisitions or mergers consummated prior to the Employeefiscal quarter’s dependents as are participating as of end in which the date of the Employee’s termination (“Covered Dependents”) occurs and his entitlement to other amounts payable from qualified plans, nonqualified retirement plans, and deferred compensation plans shall be entitled to continue to participate determined in accordance with the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees terms of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary such plans. (c) No severance benefits shall be provided pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), 3.7 if Fxxxxx’x employment is terminated by reason of expiration or non-renewal of this Agreement in accordance with Section 1.2. with the Employee agrees to promptly notify the Company if either the Employee exception of any earned Revenue Growth Bonus or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageany unpaid FY2006 bonus.

Severance. Except Should the Executive experience a termination of employment during the Employment Period pursuant to Section 6.1(e) or Section 6.1(f) above, then, subject to Executive executing, and failing to revoke during any applicable revocation period, a general release of all claims against Employer and its Affiliates in circumstances in which a form acceptable to the Employee would Employer within forty-five (45) days after Executive’s termination of employment, the Executive shall be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reasonto: (ai) The Company shall pay to the Employee an amount a lump sum payment equal to the sum two (2) years of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, his then current Base Salary; (ii) one hundred fifty percent a lump sum payment equal to two (150%2) of the Employee’s Average Annual Cash Bonus, plus times his then current cash bonus target amount; and (iii) if approved a lump sum payment of a prorated bonus for the bonus period during which the termination of employment occurs determined by multiplying (A) the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonusbonus, if any, Executive would have been entitled to receive for such bonus period if Executive’s employment had not terminated (based on actual performance during such bonus period) by (B) a fraction, the numerator of which is the number of days Executive was employed with the Company during the applicable bonus period and the denominator of which is the total number of calendar days in such bonus period. Subject to Section 9 below6.7, such lump sum payment shall under this Section will be made in a lump sum no later than sixty (60) days following the EmployeeExecutive’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of Service on or after the date the Executive’s employment is terminated, provided, that if such period of 60 days spans two taxable years, the Employee’s termination (“Covered Dependents”) shall severance will be entitled to continue to participate paid in the major medical second taxable year, and dental benefit plans sponsored and maintained by provided, further, that the Company from time prorated bonus referred to time for its employees on the same basis and in Section 6.4(iii) above will be paid at the same cost time bonuses for the applicable bonus period, if any, are paid to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than executive officers generally. Severance payments do not result in extending employment beyond the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragedate.”

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of Two Million Seven Hundred Thousand Dollars and No Cents (i) $2,700,000.00), less applicable federal and state withholding and all other ordinary payroll deductions, to be paid in accordance with Company’s ordinary payroll practices over a period of approximately eighteen (18) months months. Severance payments will begin within thirty (30) days after the Separation Date, if the expiration of the seven-day revocation period noted in Section 4.11 has passed and only if Employee does not revoke this Agreement, and shall continue until paid in full (the “Severance Pay Period”). Employee hereby acknowledges the sufficiency of this payment from Company. If Employee violates the non-compete provision of Section 7 of the Employment Agreement during the Severance Pay Period (but without regard to whether Employee’s activities are within or outside the non-compete area specified in such provision), the severance payments shall cease. The foregoing shall not affect Company’s right to enforce any restrictive covenants previously agreed to by Employee. Additionally, if Employee is rehired by Company during the Severance Pay Period, the severance payments shall cease; however, in this event, if Employee’s new annualized base monthly salary in effect is less than Employee’s previous annualized base salary, Company agrees to continue to pay to Employee the difference between Employee’s previous annualized base salary and Employee’s new annualized base salary for the remainder of the Severance Pay Period. Notwithstanding anything herein to the contrary, to the extent any of the payments under this Section 2.3 are not exempt from Section 409A and such payments would, but for this sentence, have been paid within the six month period following the Separation Date, such payments shall be deferred and shall be paid on the first to occur of (a) the date that is six months after the Employee’s employment terminates, (ii) one hundred fifty percent (150%) date of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation separation from Service. service or (b) The Employee and such of the Employee’s dependents as are participating as of the date of the death of Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except 7.01. If the Company, or its respective successors or assigns, terminates Executive's employment for any reason other than those listed in circumstances in which the Employee would be entitled to payments Sections 6.02, 6.03, and benefits in connection with a Change of Control as provided in Section 4 below6.04 above, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s Executive terminates his employment for Good ReasonReason (as defined below) the Company, or its successors or assigns, shall: (a) The Company pay Executive as severance pay each month for eighteen (18) consecutive months following his termination his monthly Base Salary in effect at the time of separation, less customary withholdings, beginning one (1) month after termination; provided that said severance payments shall terminate at such time as Executive finds other comparable employment, which Executive agrees to seek in good faith; (b) continue to provide Executive with COBRA medical and dental coverage, long term disability plan, and life insurance plan coverage for eighteen (18) months following his termination, at the same cost to Executive as in effect prior to his termination; (c) cause the immediate vesting and exercisability of any unvested stock options or warrants to purchase the Company's Common Stock then held by Executive; (d) provide or reimburse Executive for outplacement services and related benefits for a period of twelve (12) months in an aggregate amount not to exceed $20,000.00; (e) pay Executive, within sixty (60) days of such termination, (i) the amount of any earned but unpaid bonus attributable to the Employee a completed fiscal year, and (ii) an amount equal to the sum prorated portion of the annual bonus payment Executive would have received for the fiscal year including the date of termination, provided all Bonus Criteria through such termination have been achieved; and (f) pay Executive, within fifteen (15) days of such termination, all compensation earned by him through the date of termination (including without limitation, accrued vacation pay) to the extent not theretofore paid, and the amount of reimbursable expenses theretofore incurred in the course of employment. 7.02. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following without Executive's prior written consent (i) eighteen (18) months assigning duties to Executive that are inconsistent with those of the Employee’s base monthly salary position of President and Chief Executive Officer of Company for similar companies in effect on the date the Employee’s employment terminates, similar industries; (ii) one hundred fifty percent (150%) requiring Executive to report to other than the Company's Board of the Employee’s Average Annual Cash Bonus, plus Directors; (iii) if approved by the Compensation Committee repeated failure of the Board, Company to pay any portion of Executive's compensation within a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as reasonable time of the date such compensation is due; (iv) Company requires Executive to relocate his principal business office to a location not within 50 miles of Company's principal business office on the Employee’s termination Effective Date; or (“Covered Dependents”v) shall be entitled Company's failure to continue in effect any cash or stock-based incentive or bonus plan, pension plan, welfare benefit plan or other benefit plan, program or arrangement, unless the aggregate value of all such arrangements provided to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.Executive

Severance. Except in circumstances in which If the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service Employment Period ends as a result of either (A) Executive’s employment by the Company terminating being terminated by the EmployeeCompany without Cause (as defined in Section 4(d)) or (B) Executive resigning from Executive’s employment without Cause or by the Employee terminating the Employee’s employment Company for Good ReasonReason (as defined in Section 4(d)), then, subject to Section 4(c) hereof, the Company shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the following, subject to the provisions of Section 11 hereof: (ai) The Company shall pay to the Employee an amount equal to the lesser of (A) $1,000,000 and (B) the sum of (ix) eighteen (18) months of the EmployeeExecutive’s base monthly salary annual Base Salary in effect on the date Employment Termination Date and (y) the Employee’s employment terminatesaverage of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (iisuch lesser amount, the “Cash Severance”) one hundred (provided that, notwithstanding the foregoing, if the Employment Termination Date occurs prior to Executive having received a Year End Bonus for calendar year 2014, then the Cash Severance shall be $1,000,000), with fifty percent (15050%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject Severance payable to Section 9 below, payment shall be made Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in Section 4(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the EmployeeEmployment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause (B)(y) above shall be replaced with “the greater of (X) Executive’s Separation from Service.Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015 (with such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and (bii) The Employee a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year (with such of target Year End Bonus being, except as otherwise expressly specified in Section 3(d) hereof, as reasonably determined by the Employee’s dependents as are participating Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the date of Employment Termination Date relative to the Employee’s termination (“Covered Dependents”hurdles set) shall be entitled to continue to participate in which the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (ii) exceed an amount equal to $1,000,000 minus the amount of Cash Severance; and if the amount of Cash Severance is equal to $1,000,000 then no pro rata Year End Bonus will be payable pursuant to this clause (ii); and (iii) subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the same level and cost to the Employee Executive as active employees if Executive were an employee of the Company and their dependents (excluding, for a maximum period equal to the number purposes of months for which the Company is obligated calculating cost, an employee’s ability to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue premiums with pre-tax dollars), continued participation in the Company’s plans, group health plan (to the end extent permitted under applicable law and the terms of such continued participationplan) which covers Executive (and Executive’s eligible dependents) during the Health Care Reimbursement Period (defined below), rather than provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the termination conclusion of the Employee’s employmentHealth Care Cost Reimbursement Period (as defined below) reimburse Executive for COBRA premiums, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition subject to the Employee’s rights under this Section 3(b), the Employee agrees Company determining that reimbursement of such premiums would not reasonably be expected to promptly notify the Company if either the Employee or his or her dependents who continue to participate result in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.imposition of any excise

Severance. Except in circumstances in which In the event that the Company terminates Employee’s employment at any time, upon thirty (30) days’ written notice, without Cause, then Employee’s sole remedy shall be payment of the following Severance Benefit: A. If termination without Cause occurs during the Initial Term Employee would shall be entitled to payments and benefits a severance payment in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to three (3) months’ base salary at the sum of rate then in effect. If termination without Cause occurs during the first Renewal Term Employee shall be entitled to a severance payment in an amount equal to six (i6) eighteen months’ base salary at the rate then in effect. If termination without Cause occurs during the second Renewal Term Employee shall be entitled to a severance payment in an amount equal to nine (189) months of months’ base salary at the rate then in effect. If termination without Cause occurs during the third or any subsequent Renewal Term Employee shall be entitled to a severance payment in an amount equal to twelve (12) months’ base salary at the rate then in effect. If the Company terminates this Agreement without Cause, the Company shall have the right at its option, to require Employee to immediately leave the Company’s premises; provided, that the Company shall be obligated to pay (as additional severance) Employee’s base monthly salary during the 30-day notice period. B. Employee shall not be entitled to, and shall not receive any cash bonus paid for any year in effect which the termination occurs, on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) or pro rata basis or otherwise. The base salary portion of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment severance shall be made payable, at the Company’s option, in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate or in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in monthly installments consistent with the Company’s plans, ordinary payroll practices. C. In the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation Employee elects continuing insurance coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible Health Benefit Plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA) following any termination without Cause, then, in addition to payment of salary as set forth above, the Company shall reimburse Employee for alternative employer sponsored major medical benefit coverageall premiums paid by Employee for said continuation coverage for a period of three-months.

Severance. UIC acknowledges that Executive may terminate his employment at any time, with or without cause, by notice to UIC to that effect. Executive agree to continue to perform the duties of his employment for such reasonable period as UIC may request, not exceeding 30 days, after the date of his termination notice to UIC, during which period UIC shall pay Executive one-twelfth (1/12) of his base Salary and continue his benefits then in effect. Executive acknowledge that UIC may terminate his employment at any time, with or without Cause (as defined in Section 10 of this Agreement), by notice to Executive to that effect. Executive's entitlement to severance pay shall be as stated below. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as otherwise provided in Section 4 below5(b) with respect to severance arising from a Sale of UIC, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: if (a) The Company Executive is terminated by UIC without Cause, or (b) Executive terminates this Agreement because of Constructive Termination (as defined in Section 10 of this Agreement), as severance compensation UIC shall continue to pay to the Employee an amount equal to Executive, on a monthly basis, the sum of (i) eighteen (18) months of the Employee’s base monthly salary his Base Salary as set forth in Section 3 hereof in effect on at the date the Employee’s employment terminates, time of his termination divided by twelve (12) plus (ii) one hundred fifty percent (150%) the average of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Incentive Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonuspaid to or, if any. Subject not yet paid for the preceding year, owing to Executive for the two (2) years immediately preceding his termination divided by twelve (12)],less withholding as required by law, for the greater of twenty-four (24) months or the remaining term of this Agreement, provided that (1) prior to UIC's commencing such payments, Executive and UIC sign a mutual general release substantially the form attached hereto as EXHIBIT A, and (2) any provision of Executive's current Noncompetition and Nonsolicitation covenants (as set forth in Section 9 belowof this Agreement) to the contrary notwithstanding, payment Executive agrees that he shall be continuously abide by such covenants for the period that such payments are being made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating to Executive. In addition, UIC shall pay Executive incentive compensation earned but unpaid as of the date of the Employee’s termination (“Covered Dependents”prorated for the period of time during the applicable bonus year that Executive worked from January 1st to date of termination. Executive shall also receive continuation of fully paid (i) health insurance coverage for Executive and his family members, (ii) Disability Insurance, and (iii) Life Insurance at the level in effect upon termination of Executive for a period of the greater of two (2) years or the remaining term of this Agreement. Executive shall be entitled to continue to participate not receive such severance payments if Executive is terminated for Cause, as defined in SECTION 10 of this Agreement. In the event Executive is terminated by UIC without cause, and during the period of time he is receiving severance benefits hereunder a Sale of UIC shall occur, as the term Sale is defined in Section 4.1(b)(iii)(w-z) in the major medical and dental benefit plans sponsored and maintained by UIC Stock Option Agreement, immediately prior to or upon the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees closing of the Company and their dependents for transaction in which such a maximum period equal Sale shall occur, UIC shall calculate the aggregate amount of the remainder of the monthly payments required to the number of months for which the Company is obligated be made to pay the Employee’s base salary Executive pursuant to this Section 3(a) above. Should 6 and shall place such sum, without discount, in a reasonable and customary escrow account to secure UIC's and/or its successor's payment of the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end remainder of such continued participation, rather than monthly payment obligation to Executive. The Escrow Agent shall make the termination remainder of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right monthly payments to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights Executive required under this Section 3(b), the Employee agrees 6 to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageExecutive from such escrow.

Severance. Except in circumstances (a) If the Term is terminated by the Company for Cause, (i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted shares will terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (b) If the Term is terminated by the Executive other than because of death, Disability or for Good Reason, (i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted shares terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (c) If the Term is terminated upon the Executive’s death or Disability, (i) the Company and the Partnership will pay to the Executive’s estate or the Executive, as the case may be, a lump sum payment equal to the Executive’s base salary through the termination date, plus a pro rata portion of the Executive’s bonus for the fiscal year in which the Employee would be entitled termination occurred; (ii) the Company will make payments for one (1) year of all compensation otherwise payable to the Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits; and (iii) all of the Executive’s unvested stock options and restricted stock awards will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter. (d) Subject to Section 6(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of Executive’s death or Disability, in addition to any other remedies available, or if the Executive terminates the Term for Good Reason, (i) the Company and the Partnership shall pay the Executive a lump sum equal to the product of (x) one (1) times the sum of (A) the Executive’s then annual base salary and (B) the amount of the Executive’s bonus for the preceding year; (ii) all of the Executive’s unvested stock options and restricted stock will immediately vest and such options, along with those previously vested, will become exercisable for a period of one (1) year thereafter; and (iii) and the Company shall continue in effect the Executive’s health insurance benefits until the earlier of (x) one (1) year from the end of the term or (y) the date on which the Executive obtains health insurance coverage from a subsequent employer. (e) If, within eighteen (18) months following a Change in Control, the Term is terminated by the Executive for Good Reason, or by the Company without Cause, or if the Agreement is not renewed by the Company in accordance with Section 1, in addition to any other rights which the Executive may have under law or otherwise, the Executive shall receive the same payments and benefits provided for under Section 6(d) hereof; provided, that the amount of the multiplier described in connection with a Change clause (d) of Control as provided in Section 4 below, in 6 hereof shall be increased from one times to two times. (f) If at any time the event that during Term is not extended pursuant to the term of this Agreement the Employee has a Separation from Service proviso to Section 1 hereof as a result of the Company terminating giving notice thereunder that it elects to permit the Employeeterm of this Agreement to expire without extension, the Company shall be deemed to have terminated the Executive’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount equal to the sum of (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from ServiceCause. (bg) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plansAs used herein, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.term “Cause” means:

Severance. Except In the event that Employee is subject to a Change in circumstances in which the Control Involuntary Termination, Employee would shall be entitled to receive severance benefits as follows: (A) severance payments for twenty-four (24) months after the effective date of the termination (the “CIC Severance Period”) at an annual rate equal to the higher of (1) the base salary which Employee was receiving immediately prior to the Change in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination, which payments shall be paid during the CIC Severance Period in accordance with the Company’s standard payroll practices; (B) a lump sum cash payment in an amount equal to (x) one and a half (1.5) times Employee’s Target Annual Bonus reduced by (y) six months of Employee’s base salary (based on the base salary rate used in clause (A) above) (the “Bonus Payment”); (C) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the eighteen (18) month period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (D) payment of any earned but unpaid annual bonus for the year immediately preceding the year of termination, to be paid at the time the Company pays bonuses with respect to such year to its executives generally (and in all events between January 1st and March 15th of the calendar year immediately following the calendar year in which such termination of employment occurs). The benefits to be provided under clauses (a)(i) and (a)(ii)(B) of this section shall be paid on the sixtieth (60th) day following Employee’s termination of employment; except that if a Change in Control occurs after the applicable Change in Control Involuntary Termination, then the Unvested Equity Value Payment and Bonus Payment shall be payable in a lump sum on the date of such Change in Control. The benefits to be provided under clauses (a)(ii)(A) and (a)(ii)(C) of this section shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment, or, if earlier, the next payroll cycle following Employee’s execution of a release of claims against the Company and the expiration of any statutory waiting period (with a catch-up payment covering any payments that would have been made prior to such first payment had such payments commenced on the date of Employee’s termination of employment). In addition, all payments and benefits in connection under Section 2(a)(i) and (ii) (other than the Accrued Benefits) are subject to Employee’s continued compliance with a Change of Control as provided the restrictive covenants in Section 4 belowand release of claims against the Company as set forth in Section 1(a). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that during the term provision of this Agreement subsidized COBRA benefits to Employee is likely to cause the Employee has a Separation from Service Company to become subject to excise tax as a result of the Company terminating Patient Protection and Affordable Care Act, as amended by the Employee’s employment without Cause or Health Care and Education Reconciliation Act of 2010 (the Employee terminating “Healthcare Reform Act”), the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an a monthly amount in cash equal to the sum of (i) eighteen (18) months amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee’s base monthly salary in effect on the date the Employee’s employment terminates. In addition, (iiEmployee shall receive payment(s) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonusfor all salary, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee bonuses and such of the Employee’s dependents as are participating unpaid vacation accrued as of the date of the Employee’s termination of employment (the “Covered DependentsAccrued Benefits”) shall be entitled and up to continue three (3) consecutive months of outplacement services not to participate exceed $5,000 per month (with a provider and in the major medical and dental benefit plans sponsored and maintained a program selected by the Company from time to time for its employees on the same basis and at the same cost to the Employee, provided Employee as active employees commences such services within ninety (90) days of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation Change in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(bControl Involuntary Termination date), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee (a) If Executive has a Separation from Service as a result of Executive’s discharge by the Company terminating the Employee’s employment without Cause or the Employee terminating the Employeeby reason of Executive’s employment resignation for Good Reason:, in either case within eighteen (18) months following a Change in Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii), will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release (as defined below): (ai) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the Employee date of Executive’s Separation from Service at the rate then in effect, reimbursement of business expenses incurred prior to the date of Executive’s Separation from Service and properly submitted in accordance with Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iv) below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service (the “Accrued Obligations”); (ii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, Executive shall be entitled to receive severance pay in an amount equal to the sum of (ix) eighteen [ ● ] percent (18[ ● ]%) months of the Employeemultiplied by Executive’s annual base monthly salary as in effect on immediately prior to the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the EmployeeExecutive’s Separation from Service., plus (y) Executive’s target annual bonus for the calendar year in which Executive’s Separation from Service occurs (which bonus shall be prorated for the portion of the calendar year that has elapsed prior to the date of Executive’s Separation from Service); (biii) The Employee Subject to Section 3(c) and such Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the Employeedate which is [ ● ] ([ ● ]) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall continue to provide Executive and his or her eligible dependents as are participating who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the Employeedate of such Separation from Service. If any of the Company’s termination health benefits are self-funded as of the date of Executive’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law or the provision of such benefits may result in the Company incurring penalties under applicable law (“Covered Dependents”including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to the monthly premium payment for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof); (iv) Subject to Section 3(c) and Executive’s continued compliance with Section 4, the vesting of each of Executive’s outstanding Stock Awards (other than Performance Awards) shall be entitled to continue to participate accelerated in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee full effective as active employees of the Company and their dependents for a maximum period equal date of Executive’s Separation from Service. Nothing in this Section 3(a)(iv) shall be construed to the number of months for which the Company is obligated limit any more favorable vesting applicable to pay the EmployeeExecutive’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation Stock Awards in the Company’s plans, equity plan(s) and/or the end of such continued participation, rather than stock award agreements under which the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expenseStock Awards were granted. The foregoing notwithstandingprovisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; and (v) Notwithstanding any other provision of this Agreement to the contrary, any severance benefits payable to Executive under this Agreement shall be reduced by any severance benefits payable by the right Company or an affiliate of the Employee Company to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employerindividual under any other policy, plan, program, agreement or arrangement, including, without limitation, any severance agreement between such individual and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageany entity.

Severance. Except (a) Effective as of the Closing Date, Buyer shall have in circumstances effect a severance plan covering Continued Non-Union Employees that contains terms identical in which all material respects to those under Seller's Severance Pay Plan for Management Employees as of the Closing Date. (b) Buyer shall, subject to any applicable laws, provide a special separation allowance for any Continued Employee would be entitled to payments and benefits in connection whose employment with a Change of Control as provided in Section 4 belowBuyer is terminated involuntarily by Buyer other than for cause on or prior to, in the event that during case of Continued Non-Union Employees, three years after the term Closing Date and, in the case of Continued Union Employees, the expiration date of the applicable Collective Bargaining Agreement. Such allowance shall be not less than the sum of four weeks pay plus one week pay for each completed year of service (as determined by aggregating each affected individual's respective service with Seller and Buyer) and shall be payable by Buyer in a lump sum within 30 days after termination of employment. In addition, in the case of each Continued Non-Union Employee described in the first sentence of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company Section 9.08(b), Buyer shall pay to the Continued Non-Union Employee an amount a lump sum equal to the sum excess of (i) eighteen (18) months the actuarial equivalent of the Employee’s 's "potential benefit" under the applicable Buyer's Pension Plans, which such Employee would receive if such Employee's employment continued until three years after the Closing Date and such Employee's base monthly salary and incentive compensation for such deemed additional period was the same as in effect on the date the of such Employee’s 's termination of employment terminateswith Buyer, over (ii) one hundred fifty percent (150%) the actuarial equivalent of such Employee's "actual benefit" under the Employee’s Average Annual Cash Bonusapplicable Buyer's Pension Plans, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of such Employee's termination of employment from Buyer. For the purpose of the foregoing sentence, (i) the term "potential benefit" shall refer to the monthly pension that would have been payable to the applicable Employee commencing on the first day of the month following the latest of (A) the last day of the deemed additional period, (B) Employee's attainment of age 55, or (C) the earlier of (l) the first date as of which the sum of such Employee's age and years of service, as taken into account in determining the actuarial reduction for commencement prior to normal retirement age that is to be applied to his accrued benefit under the applicable Buyer's Pension Plans, equals 75 or (2) such Employee's attainment of age 65, (ii) the term "actual benefit" shall refer to the monthly pension payable to such Employee under the applicable Buyer's Pension Plans commencing as of the date determined in accordance with clause (i) of this sentence, and (iii) the actuarial equivalent of the "potential benefit" and the "actual benefit" shall each be a lump sum payable as of the date of such Employee's termination of employment from Buyer, determined on the basis of the interest rate used to determine the amount of lump sum distributions and, to the extent applicable, other actuarial assumptions then in effect under the applicable Buyer's Pension Plans. Buyer shall also provide outplacement services to such terminated Continued Non-Union Employee appropriate to the level of the Employee’s termination (“Covered Dependents”) 's position and job responsibilities. Buyer shall be entitled to also continue to participate in the major medical provide or cause to be provided to any such terminated Continued Employee health insurance coverage and dental benefit plans sponsored group term and maintained by the Company from time to time for its employees on the same basis and universal life insurance coverage at the same cost to the Employee rates as for active employees of the Company and their dependents Continued Employees for a maximum period equal to the number of months for weeks of separation allowance which any such terminated Continued Employee is entitled to from Buyer. Buyer shall have the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expenserequire a release in form reasonably satisfactory to Buyer as a condition for eligibility to receive such separation allowance. The foregoing notwithstandingallowance shall not apply to Continued Employees whose employment is terminated due to death or expiration of sick allowance or other authorized leave of absence or who terminate employment voluntarily. If at any time during the three-year period following the Closing Date, the right of the Buyer shall assign a Continued Non-Union Employee to continue work on a regular basis at a location that is more than fifty miles from the location to participate in which such programs shall terminate Employee is assigned as of the date that Closing Date, Buyer shall offer such Employee the Employee is first eligible option to participate terminate employment and receive the severance benefits set forth in a major medical benefit program maintained by a successor employer, and the right this Section 9.08(b) in lieu of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coveragereassignment.

Severance. Except in circumstances in which For a period of three years from the Employee would be entitled Effective Date, if Executive is terminated without Cause or if Executive resigns for Good Reason, then, subject to payments and benefits in connection with a Change of Control as provided in Section 4 below, in Executive signing on or before the event that during the term of this Agreement the Employee has a forty-fifth (45th) day following Executive’s Separation from Service (as defined below), and not revoking, a result release of claims in a form reasonably acceptable to the Company terminating (the Employee“Release”), and Executive’s employment without Cause or continued compliance with Section 4, Executive shall receive, in addition to the Employee terminating compensation set forth in Section 3(c), the Employee’s employment for Good Reasonfollowing: (aA) The Company shall pay to the Employee an amount equal to Executive’s then current Annual Base Salary, payable in accordance with the sum of (i) eighteen (18) months of the EmployeeCompany’s base monthly salary in effect standard payroll practices starting on the date First Payment Date (as defined below); (B) for the Employee’s employment terminates, twelve (ii12) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days month period following the EmployeeExecutive’s Separation from Service. Service (bor, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) The Employee expires), the Company shall arrange to provide Executive and such of his eligible dependents who were covered under the EmployeeCompany’s dependents as are participating health insurance plans as of the date of the EmployeeExecutive’s termination Separation from Service with health (“Covered Dependents”) shall be entitled to continue to participate in the major including medical and dental benefit plans sponsored and maintained by the Company from time dental) insurance benefits substantially similar to time for its employees on the same basis and at the same cost those provided to such dependents immediately prior to the Employee as active employees date of the Company and their dependents for a maximum period equal to the number of months for which such Separation from Service. If the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect not reasonably able to continue participation in health insurance benefits coverage under the Company’s insurance plans, the end of such continued participation, rather than the termination Company shall provide substantially equivalent coverage under other third party insurance sources. If any of the EmployeeCompany’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate health benefits are self-funded as of the date that of Executive’s Separation from Service, or if the Employee is first eligible to participate Company cannot provide the foregoing benefits in a major medical benefit program maintained by a successor employer, and the right manner that exempt from Section 409A of the EmployeeCode or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to twelve (12) multiplied by the monthly premium Executive would be required to pay for continuation coverage pursuant to the COBRA for his eligible dependents who were covered under the Company’s dependents to participate in such programs shall terminate health plans as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition of Executive’s Separation from Service (calculated by reference to the Employee’s rights under this Section 3(bpremium as of the date of Separation from Service), which amount shall be paid on the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageFirst Payment Date.

Severance. Except in circumstances in which Subject to the Employee would be entitled to payments terms and benefits in connection with a Change of Control as provided in Section 4 conditions set forth below, in the event that during (A) your employment with Safeguard is terminated by Safeguard without “cause” (as defined below) or by you for “good reason” (as defined below) within 18 months following a “change of control” (as defined below) of Safeguard (“Change of Control Termination”) or (B) your employment with Safeguard terminates for any reason other than (i) your death or disability, (ii) Safeguard’s termination of your employment for cause or (iii) your resignation without good reason (such a termination, a “Severance Termination”), Safeguard will provide you with the term following benefits, which together with any benefits provided under the applicable terms of any other plan or program sponsored by the Safeguard (other than any plan, program or arrangement intended to pay severance benefits following termination of employment), and applicable to you, will be the only severance benefits or other payments in respect of your employment with Safeguard to which you will be entitled. The benefits you receive under this New Agreement will be in lieu of all salary, accrued vacation and other rights that you may have against Safeguard or its affiliates, and, except as otherwise noted below, will be paid within the Employee has a Separation from Service as a result later of 45 days after your date of termination or Safeguard’s receipt of your request for reimbursement, subject to your execution and nonrevocation of the Company terminating the EmployeeGeneral Release described below. • You will receive a payment in respect of your current year’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount bonus equal to the sum product of (i) eighteen your annual target bonus (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminatesat least $250,000), multiplied by (ii) one hundred fifty percent (150%) Safeguard’s percentage achievement of the Employee’s Average Annual Cash Bonus, plus (iii) if approved its annual Management Incentive Plan objectives as determined by the Compensation Committee as of the Board, a Pro Rata Portion end of the Employeecalendar quarter closest to your date of termination, multiplied by (iii) a fraction, the numerator of which is the number of days in Safeguard’s Annual Cash Bonusfiscal year elapsed at the time of the termination and the denominator of which is 365. Payment under this provision will be made within 60 days after the end of the quarter for which the determination in (ii) is made. • If (A) there is a Change of Control Termination or (B) a Severance Termination, you will receive a lump sum payment equal to the product of (i) 1.5 multiplied by (ii) your annual salary then in effect (which will not be less than $340,000). • Except as provided below, you will only vest in your interests under and you will receive benefits in accordance with the terms and conditions set forth in Safeguard’s various long-term incentive plans. • You will receive up to 12 months’ continued coverage under Safeguard’s medical and health plans(not including dental coverage), which coverage will run concurrent with the coverage provided under Section 4980B of the Code. • You will receive a lump sum payment equal to the cost that would be incurred by Safeguard, as reasonably determined by Safeguard, to waive the applicable premium otherwise payable for COBRA continuation coverage for you (and, to the extent covered immediately prior to the date of your termination, your spouse and dependents) with respect to dental insurance for a period of 12 months following the date of your termination. • You will be entitled to reimbursement of any medical, vision, or dental expenses incurred by you (and, to the extent covered immediately prior to the date of your termination, your spouse and dependents) which are not covered by Safeguard’s medical, vision and/or dental insurance for a period of 12 months following the date of your termination. No such reimbursement will be made to the extent such expenses exceed $5,000, in the aggregate, per calendar year. • You will be entitled to reimbursement of the cost of life insurance coverage under the universal life insurance policy which was purchased by Safeguard, in your name, during your employment (“Executive Insurance Policy”) for a period of 12 months, based on Safeguard’s monthly cost of such coverage on your termination date. Such reimbursement will only be made to the extent you continue to pay the premiums for such Executive Insurance Policy and thereafter submit to Safeguard the paid xxxx for your Executive Insurance Policy. • On or before the end of the second calendar year beginning after your termination of employment, Safeguard will reimburse you for up to $20,000 for documented outplacement services or office space which you secure within such time period. • You will be reimbursed promptly for all your reasonable and necessary business expenses incurred on behalf of Safeguard prior to your termination date in accordance with Safeguard’s customary policies. • If you experience a Change of Control Termination as described above, (A) you will become fully vested in all of your outstanding stock options and you may exercise (i) those stock options that were subject to time-based vesting during the 36-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (ii) those stock options that were subject to market-based vesting during the 24-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (B) you will become fully vested in all of your outstanding restricted stock awards and deferred stock units, if any. Subject • If you experience a Severance Termination as described above, (A) you will become fully vested in your outstanding time-based stock options that were subject to time-based vesting and you may exercise those stock options during the 36-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), (B) you may exercise your vested outstanding market-based options during the 12-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (C) the Board, in its discretion, may accelerate the vesting of any restricted stock grants and deferred stock units, if any. All compensation and benefits described in this New Agreement will be offered in return for and contingent on your execution, non-revocation and performance of the General Release and Agreement substantially in the form attached to this New Agreement as Exhibit A. Upon your termination of employment with Safeguard in connection with a change of control, as discussed above, if it is determined that any payment or distribution by Safeguard of benefits provided under this New Agreement or any other benefits due upon a change of control (the “Change of Control Benefits”) would constitute an “excess parachute payment” within the meaning of Section 9 280G of the Code that would be subject to an excise tax under Section 4999 of the Code (the “Excise Tax”), the following provisions will apply, unless provided otherwise in the applicable plan, program or agreement that provides change of control payments that are not paid pursuant to this New Agreement. If the aggregate present value to you of receiving the Change of Control Benefits and paying the Excise Tax is not greater than the aggregate present value to you of the Change of Control Benefits reduced to the safe harbor amount (as defined below), then Safeguard will reduce the Change of Control Benefits such that the aggregate present value to you of receiving the Change of Control Benefits is equal to the safe harbor amount. Otherwise you will receive the full amount of the Change of Control Benefits and you will be responsible for payment of the Excise Tax. For purposes of this paragraph “present value” will be determined in accordance with Section 280G(d)(4) of the Code and the term “safe harbor amount” will mean an amount expressed in the present value that maximizes the aggregate present value of the Change of Control Benefits without causing any of the Change of Control Benefits to be subject to the deduction limitations set forth in Section 280G of the Code. All determinations made pursuant to the foregoing paragraph will be made by a professional advisor selected by Safeguard (the “Professional Advisor”), which firm will provide its determinations and any supporting calculations both to Safeguard and to you within 10 days of the termination date. Any such determination by the Professional Advisor will be binding upon you and Safeguard. You will then, in your sole discretion, determine which and how much of the Change of Control Benefits will be eliminated or reduced consistent with the requirements of the foregoing paragraph. All of the fees and expenses of the Professional Advisor in performing the determinations referred to above will be borne solely by Safeguard. Except as otherwise specifically provided in the section entitled “Severance Termination and Change of Control”, and subject to the requirements of the section entitled “Section 409A Compliance” below, payment shall Safeguard will pay you the lump sum payments described above within 45 days of your date of termination, subject to your execution and non-revocation of the General Release and Agreement (which will be substantially in the form attached as Exhibit A to this New Agreement, but with such changes, if any, as recommended by Safeguard’s counsel) and Non-Competition Agreement and such agreements have become effective. Safeguard will prepare the final release within five business days of your termination of employment. You will have 21 days in which to consider the release although you may execute it sooner. Please note that the release has a rescission period of seven days after which it becomes effective if not revoked. All other payments will be made to you on the next regularly scheduled payroll date after the date on which they become due. Except with respect to amounts subject to delayed payment because of the application of Section 409A of the Code (as described in a lump sum sixty the section entitled “Section 409A Compliance” below ), Safeguard will pay interest on late payments at the prime rate at Safeguard’s agent bank plus two percent compounded monthly. In addition, Safeguard will pay all reasonable costs and expenses (60including reasonable attorney’s fees and all costs of arbitration) incurred by you to enforce this New Agreement or any obligation hereunder. Such payments will be made to you within 60 days of the date the expense is incurred but in no event later than the date which is on or before the last day of the calendar year following the Employee’s Separation from Service. year in which the expense is incurred. In this New Agreement, the term “cause” means (a) your failure to adhere to any written Safeguard policy if you have been given a reasonable opportunity to comply with such policy or cure your failure to comply (which reasonable opportunity must be granted during the ten-day period preceding termination of this New Agreement); (b) The Employee your appropriation (or attempted appropriation) of a material business opportunity of Safeguard, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of Safeguard; (c) your misappropriation (or attempted misappropriation) of any Safeguard fund or property; or (d) your conviction of, or your entering a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment. In this New Agreement, the term “good reason” means (i) your assignment (without your consent) to a position, title, responsibilities, or duties of a materially lesser status or degree of responsibility than your current position, responsibilities, or duties; provided, however, that a mere change in your area of responsibilities will not constitute a material change if you are reasonably suited by your education and training for such responsibilities and you remain Senior Vice-President and General Counsel of Safeguard; (ii) a reduction of your base salary; (iii) the Employeerelocation of Safeguard’s dependents as are participating as principal executive offices to a location which is more than 30 miles away from the location of Safeguard’s principal executive offices on the date of this New Agreement; or (iv) Safeguard’s material breach of this New Agreement. Notwithstanding the Employee’s foregoing, no event or condition described in clauses (i) through (iv) will constitute good reason unless (a) you give Safeguard written notice of your intention to terminate your employment for good reason and the grounds for such termination, (b) the notice described in (a) is provided within 90 days after the event giving rise to the good reason termination occurs, and (c) such grounds for termination (if susceptible to correction) are not corrected by Safeguard within 30 days after its receipt of such notice. If Safeguard does not correct the ground(s) for termination during the 30-day period following your notice of termination, your termination of employment for good reason must become effective within 90 days after the end of the cure period in order for your termination to be treated as a “Covered Dependents”) shall good reason” termination under this New Agreement. If your termination occurs more than 90 days after the end of the cure period, such termination will be treated as a voluntary termination other than for “good reason” and you will not be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue participation in the Company’s plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate in a major medical benefit program maintained by a successor employer, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights severance benefits under this Section 3(b), the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible for alternative employer sponsored major medical benefit coverageNew Agreement.

Severance. Except Subject to Section 2(d) herein, the termination of Executive’s employment on the Termination Date in circumstances accordance with Section 1 of this Agreement will constitute a “termination without Cause” (as defined in which the Employee would Employment Agreement), and, in full satisfaction of the Company’s obligations under Sections 4 and 5 of the Employment Agreement, Executive will be entitled to the severance payments and benefits specified in connection the Employment Agreement, consisting of (i) payment of Executive’s base salary through the Termination Date, (ii) payment of any unreimbursed Business Expenses (as defined in the Employment Agreement), including any automobile expenses covered by Section 4(d)(ii) of the Employment Agreement, incurred and paid by Executive up to and including the Termination Date, (iii) payment of any other vested compensation or benefits payable to Executive based on the express terms of the Company’s compensation or benefit plans or programs and Executive’s participation therein (clauses (i), (ii), and (iii) herein collectively the “Accrued Amounts”, with a Change of Control as such amounts or benefits paid or provided in accordance with Section 4 below5(a)(x) of the Employment Agreement), (iv) cash severance paid in lump sum within thirty (30) days following the Termination Date in the event that during the term amount of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Employee an amount $3,762,950.41, which is equal to the sum of of: (i) eighteen (18) months of the Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (iix) one hundred percent (100%) of Executive’s base salary accrued and paid during the 24 months immediately preceding the Termination Date and (y) fifty percent (15050%) of the Employee’s Average Annual Cash Bonusaggregate cash incentive compensation paid to Executive in U.S. dollars, plus with respect to the 2016 and 2017 calendar years (iiithe “Severance Payment”), (v) if approved by the Compensation Committee subject in all respects to Section 4(d)(iii) (provided any such modification is generally applicable to similarly-situated executives of the Board, a Pro Rata Portion Company) and Section 13(f) of the Employee’s Annual Cash Bonus, if any. Subject Employment Agreement (except with respect to Section 9 below, payment directors and officers liability insurance which shall be made provided in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by all events), the Company from time shall make available to time for its employees on the same basis and Executive, at the same Company’s cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the Employee for himself or herself or his or her Covered Dependents elect to continue expense, continued participation in the Company’s life insurance, disability insurance, directors and officers liability insurance, health and accident plans (including medical, dental and vision plans) and any other welfare, fringe or employee benefit plans Executive was participating in immediately prior to the Termination Date (collectively, the end of “Welfare Benefits”) for a period beginning on the Termination Date and continuing for at least 24 months or, if earlier occurring, such continued participationtime as Executive obtains other employment that provides Executive with benefits at least as favorable to Executive as the Welfare Benefits. Notwithstanding anything to the contrary set forth in this Section 2(a), rather than the termination any portion of the EmployeeSeverance Payment or Welfare Benefits that is considered nonqualified deferred compensation under Code Section 409A on the Termination Date shall not be made or provided until the date which is the earlier of (A) Monday, September 3rd, 2018, and (B) the date of the Executive’s employmentdeath, to the extent required under Code Section 409A, following which date, all payments and benefits so delayed shall be considered paid or reimbursed to the qualified event for purposes of the Employee’s and the Covered Dependents’ right Executive (or upon his death, to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that the Employee is first eligible to participate his estate) in a major medical benefit program maintained by a successor employerlump sum, and the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights any remaining payments and benefits due under this Section 3(b), Agreement shall be paid or provided in accordance with the Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible normal payment dates specified for alternative employer sponsored major medical benefit coveragethem herein.