Common use of Severance Clause in Contracts

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) If Executive’s employment is terminated by the payment of Company without Cause or by Executive for Good Reason, and subject to Executive’s compliance with the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusconditions set forth in SECTION 3.3, Executive shall, subject to the provisions of Section 409A this SECTION 3.2, be entitled to a severance payment consisting of (A) a cash amount equal to two times the sum of the Code; 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 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, payment of the entire cash severance amount will be made in a lump sum 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. (iii) 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 payment amounts 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) If Executive’s employment is terminated because of an 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 pro rata Target Annual Cash Incentive Bonus through the date of termination for the year in which the termination occurs, plus a lump sum amount equal to the sum greater of: (1) the remainder of the Executive's annual 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 Executive's Maximum Bonus Amount (as in effect as of the date year of termination), 50% of which shall be paid to 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 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); (vii) subject to the provisions full acceleration of Section 409A vesting for all stock, stock option and other equity awards. If Executive’s employment is terminated because 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 death or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the 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 (y) the sum of the Permanent Disability 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 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 (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 ’s family members covered by the Company in connection with any Section 83(bgroup health plan shall be reimbursed for group health plan continuation coverage they elect to receive under the Consolidated Omnibus Budget Reconciliation Act (COBRA) election made by the Executive with respect for up to 24 months, provided a member of Executive’s family provides timely notice to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on health plan administrator of Executive’s death or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementPermanent Disability.

Severance. Subject 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 Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of Employee an amount equal to the sum of (i) eighteen (18) months of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as 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 termination), 50% of which the Employee’s termination (“Covered Dependents”) shall be paid 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 Executive upon the first business day following the six month anniversary Employee as active employees of the date of termination of employment Company and the remainder of which shall be paid to the Executive in equal installments each month thereafter their dependents 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 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 maximum period equal to the product number of (xmonths for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the multiple set forth on ATTACHMENT 1 and (y) Employee for himself or herself or his or her Covered Dependents elect to continue participation in the sum Company’s plans, the end of such continued participation, rather than the termination of the Executive's annual base salary Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Executive's target bonus amount (eachCovered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, as in effect as of immediately prior to the Closing), (B) in lieu right of the benefit set forth Employee to continue to participate in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares such programs shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect terminate as of the date of termination). In the event that the Executive Employee is first eligible to receive participate in a major medical benefit program maintained by a successor employer, and the severance benefits provided for by 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 4.4(a3(b), the Executive shall not be 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 to receive severance benefits under any other Company plan, policy, or agreementfor alternative employer sponsored major medical benefit coverage.

Severance. Subject (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the Executive's continued compliance with his obligations under this Agreementexpiration of the Initial Term, the Company shall have no obligation to the Executive other than: (i) the pay Employee a severance payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum twelve months of the Executive's annual Employee’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of on the date of termination), 50% of which shall be paid subject to 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 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), subsections (c) and (d); . (vb) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and 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: (i) twelve months of Employee’s 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 of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the provisions 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, immediate payout of benefits previously accrued under the Severance Payment will be made on the Company's Supplemental Executive Retirement Plan ’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 (vi) executive outplacement benefits, except 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 otherwise required by law or Exhibit B by the terms of 45th day following the Company's benefit plans Employee’s separation from service and not revoking the release within the seven (excluding severance plans); PROVIDED7) 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, that the Severance Payment will be paid in the 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 second calendar year. Employee’s right to the product Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum this Agreement. If Employee breaches any of the Executive's annual base salary and the Executive's target bonus amount (eachhis obligations in Sections 8-11 of this Agreement, as in effect as of he will immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned return to the Company in exchange for a refund any portion of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect Severance Payment that has been paid 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 him pursuant to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement7.

Severance. Subject Other than in the 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 Executive's continued compliance with his obligations under this AgreementTerm or Renewal Term, the Executive shall be entitled to receive from Company shall have no obligation to the Executive other than: (i) a cash severance payment equal to three times the payment amount of the Executive's earned and unpaid compensation through ’s then applicable Salary, if the effective date termination occurs on or before the third anniversary of such termination; the Effective Date, (ii) the a cash severance payment of any deferred bonus, subject equal to the provisions of Section 409A unpaid portion of the Code; (iii) Executive’s then applicable Salary for the payment remainder of the Term or Renewal Term plus an amount equal to twice the sum 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 annual Base ’s then applicable Salary plus for the Executive's Maximum Bonus Amount (as in effect as remainder of the date of termination), 50% of which shall be paid to Term or Renewal Term if the Executive upon termination occurs after the first business day following the six month fifth anniversary of the date of termination of employment and the remainder of which shall be paid to 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 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 (y) the sum of the Executive's annual base salary and the Executive's target bonus amount Effective Date (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination“Severance Payment”). In the event that the Executive is eligible 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 receive 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 severance benefits provided for 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 4.4(a)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 all of the costs 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 not be eligible considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to receive severance benefits under any other a bank account specified by Executive no later than three (3) business days after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten (10) days of the date the Company plan, policy, or agreementis found to have violated this Agreement.

Severance. During the Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 3(d) or the Executive terminates his employment for Good 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 Executive's continued compliance with his obligations under this Agreementsatisfaction of the Release Condition, all within 60 days from the Company shall have no obligation to the Executive other than: Date of Termination, (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company Employers shall pay the Executive a lump sum in cash in an amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) 2.0 times the sum of (A) the Executive's annual base salary and ’s current Base Salary (or the Executive's target bonus amount (each, as ’s Base Salary in effect as of immediately prior to the Closing)Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the Date of Termination; and (ii) if the Executive was participating in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesEmployers’ group medical, any Purchased Parent Shares shall be returned vision and dental plan immediately prior to the Company in exchange for a refund Date of Termination, then the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, Employers shall provide the Executive will be paid with a lump sum cash amount within 30 days following the date of termination of employment payment equal to any (A) 18 times the amount withheld of monthly employer contribution that the Employers 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 Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted SharesEmployers; 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 Closing, in lieu of the benefit set forth in clause and (iii) the amounts payable under Subsections (i) and (ii) shall be paid in a lump sum within 60 days after the benefits set forth Date of Termination; provided, however, that if the 60-day period begins in clause (A) one calendar year and ends in a second calendar year, such amounts shall be paid in the immediately preceding proviso, second calendar year no later than the Company shall pay the Executive over a 24last day of such 60-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementday period.

Severance. Subject If, during the Term, other than within twelve (12) months following a Change in Control, the Executive experiences a Termination of Employment, either (a) 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 Executive in an amount equal to one (1) times his Annual Base Salary then in effect (the “Severance Pay”), with such amount payable in substantially equal cash installments not less frequently than monthly over the twelve-month period following Executive's continued compliance ’s Termination of Employment (the “Severance Payment Period”). So long as the Executive complies with his obligations under the requirements of Sections 5.2, 5.3, 6, 7 and 8 of this Agreement, the Company Severance Pay shall have no obligation to commence on the Executive other than: first payroll period (ithe “Initial Payment”) occurring on or after the 60th day following the Executive’s Termination of Employment (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 Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, Severance Payment Period subject to the provisions of Section 409A of this Agreement. If 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 (as in effect as of the date of termination), 50% of which Executive shall be paid entitled to receive Severance Pay pursuant to this Section 4.2, then, in addition to any Severance Pay payable to 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 pursuant to 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 this 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)4.2, 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 (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachEmployer shall, until such time as in effect as of immediately prior to the Closing), (B) in lieu of the benefit 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible for Medicare, or some similar health care coverage provided by state or federal governments, or eligible to receive participate in or be covered by the severance benefits provided health plans of any employer other than the Employer, pay on the Executive’s behalf, or reimburse the Executive, for the cost of COBRA premiums incurred by this Section 4.4(a), the Executive shall not be eligible for his individual health coverage for the twelve (12) months following Termination of Employment (with any additional amounts incurred to receive severance benefits under any other Company plan, policy, or agreement.procure family coverage being the sole responsibility of the

Severance. (a) Subject to Section 6(b) below, if Executive’s employment is terminated prior to the Executive's continued compliance with his obligations under this Agreement, end of the Term by the Company without Cause or by Executive for Good Reason, Executive shall have no obligation be entitled to the Executive other than: receive a severance payment equal to (i) the payment 12 months of the Executive's earned Base Salary, and unpaid compensation through the effective date of such termination; (ii) 75% of the target Annual Bonus for the compensation year in which such termination occurs. Such severance payment of any deferred bonusshall be paid in 12 equal monthly payments commencing with the first payroll following such termination, subject provided the Executive has executed and delivered to the provisions 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 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 (55) days of termination. (b) 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 termination occurs within six (6) months prior to a Change in Control or within twelve (12) months after the Change in Control, Executive shall be entitled to receive, in addition to any severance pursuant to Section 6(a) above, an additional 12 months of Executive’s Base Salary, and an additional 25% of the target Annual bonus. (c) Notwithstanding the foregoing, (i) any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the CodeCode 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 “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 (iiiii) for purposes of any such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of an amount equal “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 sum end of the Executive's annual Base Salary plus Term by the Executive's Maximum Bonus Amount (as Company without Cause or by Executive for Good Reason, and if Executive is eligible for and elects to continue to participate in effect as of the date of termination), 50% of which shall be paid to 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 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 ’s medical and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's dental benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)programs pursuant to COBRA, the Company shall will continue to pay the same portion of Executive's medical and dental insurance premiums under COBRA as during active employment (for Executive a lump sum cash amount equal to and eligible spouse and dependents) until the product of earlier of: (x1) 12 months from Executive's cessation from employment; or (2) the multiple set forth on ATTACHMENT 1 and (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance for medical and/or dental insurance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementfrom another employer.

Severance. Subject Provided Executive signs and delivers, and does not revoke, a general release in a form acceptable to the Executive's continued compliance with his obligations under this AgreementCompany in its sole discretion, (x) Executive shall be entitled to receive a severance payment equal to two (2) weeks of base salary for every full year that Executive was employed by the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusGroup, subject to the provisions of Section 409A of the Code; (iii) the a minimum payment of an amount equal to the sum thirty-nine (39) weeks base salary and a maximum payment of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount fifty-two (as in effect as of the date of termination)52) weeks base salary, 50% of which shall be paid to 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 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 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 (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 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 (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the if 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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoproperly elects COBRA coverage, the Company shall pay will make payments to the Executive over insurance provider(s) equal to the amount due for Executive’s COBRA coverage payments for a 24-month period in of time equal monthly installments to the product number of (x) two and (y) the sum weeks of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the ’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 severance benefits provided Company for by this Section 4.4(a)fifteen (15) years, the Company will make monthly payments to the 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 receive 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) days following the expiration of the Notice Period, provided that Executive has executed the release agreement, returned it to the Company, and allowed the revocation period therefor to expire, by the end of the Notice Period. The release agreement will provide, among other things, for the 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 release confidential, subject to appropriate carve outs as required by law. Executive shall not be eligible entitled to receive severance 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 extent that Executive is entitled to accrued benefits under the express terms of any other Company plan, policy, plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the relevant plan documents or agreementapplicable law.

Severance. Subject (a) Although nothing in this Section 2 shall be construed to alter the at-will nature of employment as set forth in Section 1 above, if Executive is terminated by the 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 cash in lieu of outplacement services. If Executive is terminated by the Company without Cause, 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 (based on the actual performance of the Company over the entire year), at such time bonuses are paid to the Company’s senior executives generally, based on the number of months worked in the applicable fiscal year of the Company (the “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment A within 30 days following the date Executive's continued compliance ’s employment with his obligations the Company terminates. Company shall pay Executive the Salary Severance on the date which is the later of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms), subject to Section 17, 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 (so long as such release has become effective and irrevocable in accordance with its terms) or the date on which Company pays bonuses to Company’s senior executives generally for the applicable year (such date to be in the calendar year following the year in which the separation from service occurs), subject to Section 17. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Section 2, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) contributions following the termination of Executive’s employment. (b) In the event that Executive is qualified for and 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 cost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first, payable in accordance with the Company’s normal benefit practices. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as set forth in Section 2(a) above and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be forfeited. (c) Notwithstanding the terms of any stock incentive plan of the Company or stock option or stock appreciation right agreement to which Executive is a party, if Executive is terminated by the Company without Cause or resigns for Good Reason, and on the effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the Company’s common 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, the Company hereby agrees that Executive shall be permitted to pay the exercise price and/or any tax withholding obligation payable in connection with the exercise of any of Executive’s then outstanding and exercisable Company stock options and/or stock appreciation rights by either tendering common shares of the Company then owned by Executive and/or instructing the Company to withhold from the common shares otherwise issuable upon exercise such stock options and/or stock appreciation rights a number of common shares having a fair market value on the date of exercise equal to the exercise price and/or tax withholding obligation. (d) For purposes of this Agreement, the Company shall have no obligation “Cause” to terminate Executive’s services in the Executive other thanevent of any of the following acts or circumstances: (i) the payment Executive’s conviction of the Executive's earned and unpaid compensation through the effective date a felony or entering a plea of such terminationguilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) the payment of any deferred bonus, subject Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties to the provisions Company, except during periods of Section 409A of the Codephysical or mental incapacity; (iii) the payment of an amount equal Executive’s gross negligence or willful misconduct with respect to the sum any material aspect of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as business of the date Company or any of termination)its affiliates, 50% of which shall be paid to gross negligence or willful misconduct has a material and demonstrable adverse effect on 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 the Executive in equal installments each month thereafter for six monthsCompany; (iv) treatment Executive’s material violation of a Company policy resulting in a material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a violation of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) Company’s Code of Business Conduct and (d)Ethics; or (v) subject to the provisions any material breach of Section 409A this Agreement or any material breach of the Code, immediate payout of benefits previously accrued under any other written agreement between Executive and the Company's Supplemental Executive Retirement Plan and ’s affiliates governing Executive’s equity compensation arrangements (vi) executive outplacement benefitsi.e., except as otherwise required by law or by the terms any agreement with respect to Executive’s stock, stock appreciation right and/or stock options of any of the Company's benefit plans (excluding severance plans’s affiliates); PROVIDEDprovided, however, that Executive shall not be deemed to have been terminated for Cause in the event that such termination is within six months following the Closingcase of clause (ii), (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 (xiv) the multiple set forth on ATTACHMENT 1 and or (yv) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachabove, as in effect as of immediately unless any such breach is not fully corrected prior to the Closing), (B) in lieu expiration of the benefit set forth in clause thirty (iv30) with respect calendar day period following delivery to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund Executive of the full purchase price within 30 days following such return and Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in reasonable detail. (Ce) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid deemed to have a lump sum cash amount within 30 days following “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as President, (ii) the date failure by any successor of termination of employment equal the Company to any amount withheld assume in writing the Company’s obligations under this Agreement, (iii) the breach by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDEDof any of its obligations under this Agreement, 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 Closingand, in lieu of the benefit set forth in clause any such case (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive but only if correction or cure is eligible to receive the severance benefits provided for by this Section 4.4(apossible), the 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 be eligible have a Good Reason to receive severance benefits under any other resign if the Company plansuspends Executive due to an indictment of Executive on felony charges, policyprovided that the Company continues to pay Executive’s salary and benefits. No Salary Severance is payable after Executive turns age 65, or agreementregardless of whether Executive has a Good Reason for resignation and regardless whether the Company has Cause to terminate Executive.

Severance. Subject (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the Executive's continued compliance with his obligations under this Agreementexpiration of the Initial Term, the Company shall have no obligation pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to subsections (c), (d), and (e). (b) If during the provisions Term of this Agreement there is a CC Termination upon a Change in Control or within one year thereafter, then the Employee will be entitled to a severance payment (in addition to any other rights and 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 409A of the Code; (iii7(a)) the payment of payable in a lump sum in cash in an amount equal to the sum of of: (i) the Executive's annual Employee’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of terminationsuch CC Termination), 50% of which shall be paid and (ii) the Employee’s Average Annual Bonus, subject to 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 the Executive in equal installments each month thereafter for six months; subsections (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(bc), (cd) and (de). (c) Subject to Section 7(c), any severance payment 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 (v60) 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 the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Severance Payment will be made on the Company's Supplemental Executive Retirement Plan ’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 (vi) executive outplacement benefits, except 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 otherwise required by law or Exhibit B by the terms of 45th day following the Company's benefit plans Employee’s separation from service and not revoking the release within the seven (excluding severance plans); PROVIDED7) 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, that the Severance Payment will be paid in the 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 second calendar year. Employee’s right to the product Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum this Agreement. If Employee breaches any of the Executive's annual base salary and the Executive's target bonus amount (eachhis obligations in Sections 8-11 of this Agreement, as in effect as of he will immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned return to the Company in exchange for a refund any portion of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect Severance Payment that has been paid 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 him pursuant to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement7.

Severance. Subject to If the Executive terminates this Agreement and his employment with the Company for Good Reason or if the Executive's continued compliance ’s employment with his obligations under this Agreement, the Company shall have no obligation is terminated by the Company for any reason other than for Cause, including non-renewal of this Agreement by the Company (but not including any circumstances that would give rise to a payment to the Executive other than: (ipursuant to Section 3.3(a) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiihereof), the Company shall pay severance to the Executive a lump sum cash as follows: (i) severance pay in an amount equal to 1.0 times the product 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 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 (xii) all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the multiple set forth on ATTACHMENT 1 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 (y30) days after the sum 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 Executive's annual base salary 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 target bonus amount ’s COBRA premiums for such coverage (each, as at coverage levels in effect as of immediately prior to the Closing), Executive’s termination) until the earlier of: (A) the expiration of a period of twelve (12) months from the date of termination or (B) in lieu the date upon which the Executive becomes covered under similar plans of the benefit any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in clause the foregoing items (ivi) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned and (iii) hereof are defined as the “Severance Indemnity.” The Executive’s receipt of the foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company in exchange for of a refund separation and release agreement acceptable to the Company governing the termination of the full purchase price within 30 days following such return employment relationship between the Executive and (C) in lieu the Company and the Executive’s release of all claims against all members of the benefit set forth in clause Avadel Group of Companies and their employees, officers, directors and contractors, and allowing the applicable revocation period required by law to expire without revoking or causing revocation of same, within sixty (iv60) 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 in connection with any Section 83(b) election made by Executive’s employment. Any Severance Indemnity payments that the Executive with respect would otherwise be entitled to the 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 receive prior to the first anniversary of time the Closing, aforementioned release becomes effective and irrevocable shall be accumulated and paid in lieu of a lump sum after the benefit set forth in clause (iii) release becomes effective and irrevocable; and if the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay permissible period during which the Executive over a 24-month may execute and deliver the release and during which the applicable revocation period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event could expire spans more than one calendar year, any payments that the Executive is eligible entitled to receive during such period shall be accumulated and paid in a lump sum only in the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsubsequent calendar year.

Severance. Subject to the Executive's continued compliance with his obligations under (i) If Executive meets eligibility requirements set forth in this Agreement, Executive shall be paid or provided Severance as follows: (1) continued payment of Executive’s Base Salary (at the Company shall have no obligation to rate in effect at the Executive other than: end of the Executive’s employment with the Company) for six (6) months, or if such Qualifying Termination occurs during the Change in Control Protection Period (defined below) (such a Qualifying Termination during the Change in Control Protection Period, a “Transaction Qualifying Termination”), then for twelve (12) months (the “Severance Pay”); provided, however, that (i) amounts shall accrue with accrued amounts paid on the payment of first regularly scheduled payroll date after the Executive's earned Release becomes irrevocably effective; and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject notwithstanding clause (i) to the provisions contrary, if the Release Period spans two calendar years amounts will accrue until the later 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 (as in effect as of the date of termination), 50% of which shall and then be paid to 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 the Executive in equal installments each month thereafter for six months; (ivon) 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 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 first regularly scheduled payroll date in the second calendar year, and (y) the sum first regularly scheduled payroll date after the Release becomes irrevocably effective; (2) if the Qualifying Termination is a Transaction Qualifying Termination, then Executive’s pro-rated Targeted Annual Management Bonus assuming achievement of 100% of Target, paid when Targeted Annual Management Bonuses are paid to other officers for the fiscal year in which the Transaction Qualifying Termination occurs, but in no event prior to January 1 of the calendar year after the calendar year in which the Transaction Qualifying Termination occurs or prior to December of the calendar year after the calendar year in which the Transaction Qualifying Termination occurs; (3) subject to Executive electing to continue medical benefits for Executive and his or her eligible dependents under applicable law (i.e., COBRA benefits), reimbursement for the premiums Executive pays to continue such benefits for the duration of the Severance Pay or, if earlier, for the duration of Executive's annual base salary ’s COBRA coverage; provided, however, if such reimbursement would result in fines or penalties to the Company (as reasonably determined by the Board), then no amounts will be paid or reimbursed under this clause (3); and (4) notwithstanding the terms and conditions of the applicable equity plan and the Executive's target bonus amount (eachapplicable equity plan award agreement, as in effect as of immediately prior and subject to the Closing)applicable law, (B) in lieu of the benefit set forth in clause (ivA) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned issued and outstanding option awards that were issued to Executive prior to the Company date hereof, in exchange for a refund the event of Qualifying Termination, then any such option awards that vest subject solely to continued service will vest as to all of the full purchase price within 30 days following such return and covered shares of Company common stock, (C) in lieu of the benefit set forth in clause (ivB) with respect to any Purchased Parent Sharesother equity awards (other than the options in the foregoing clause (A) that vest as to all of the covered shares), (I) in the Executive event of Qualifying Termination (other than Transaction Qualifying Termination), then the Executive’s issued and outstanding option awards and restricted stock unit awards or any other equity awards that, in each case, vest subject solely to continued service, will be paid a lump sum cash amount within 30 days vest with respect to the covered shares (or units) otherwise scheduled to vest in the subsequent twelve (12) months following the date of termination the Qualifying Termination, and (II) if the Qualifying Termination is a Transaction Qualifying Termination, then the Executive’s issued and outstanding option awards and restricted stock unit awards and any other equity awards that, in each case, vest subject solely to continued service, will vest as to all of employment equal to the covered shares of Company common stock. The Executive’s stock option and restricted stock unit and any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect other equity awards shall otherwise remain subject to the New Parent Restricted Shares; PROVIDED, FURTHER, that terms and condition as reflected in the event that such termination is on or after applicable award agreement. (ii) The Severance specified in the date that is six months after the Closing but prior to the first anniversary of the Closing, foregoing clause (i) shall be in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the replace Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible ’s right to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company agreement, plan, policy, or agreementprogram.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, With respect each employee of the Company who is listed in SECTION 5.07(b)(1) OF THE COMPANY DISCLOSURE SCHEDULE (the "LEVEL 1 EMPLOYEES"), Parent shall have no obligation cause the Change in Control Agreement or Severance Agreement to which such employee is a party and is in effect at the Executive other than: (i) Effective Date to be honored in accordance with its terms, PROVIDED, HOWEVER, that the payment 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 Executive's earned and unpaid compensation through Company who is listed IN SECTION 5.07(b)(2) OF THE COMPANY DISCLOSURE SCHEDULE (the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination"LEVEL 2 EMPLOYEES"), 50% Parent shall cause each such employee whose employment is terminated by Parent or its Affiliates (or by the employee if (and only if) on account of which shall be paid to a reduction in 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 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 employee's base pay or annual target bonus percentage under the Company's Supplemental Executive Retirement Management Incentive Plan and or a relocation of the employee's primary work site of more than 40 miles) 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 as is equal to 125% plus 100% of such employee's annual target bonus percentage. With respect to each employee of the Company who is not a Level 1 Employee or a Level 2 Employee (vi) executive outplacement benefitsthe "LEVEL 3 EMPLOYEES"), except as otherwise required Parent shall cause each such employee whose employment is terminated by law Parent or by its Affiliates within the terms of one year period following the Closing Date to receive severance payments equal to those payable pursuant the Company's benefit plans Severance Pay Plan as in effect on the date hereof (excluding the "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 plans); PROVIDEDpay 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 entitling a Level 2 or Level 3 Employee to severance payments, Parent shall subsidize such employee's COBRA continuation coverage in an amount that allows such employee to continue to participate in the event that Company's medical program on the same basis as similarly situated active employees. Notwithstanding the foregoing, no Level 2 or Level 3 Employee shall be entitled to severance benefits if (i) such termination employee's employment is within six months following the Closing, (A) in lieu of the benefit terminated by Parent or its Affiliates for any reason 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 (y) the sum Section 3.3 of the Executive's annual base salary 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 the Executive's target bonus amount (each, as its Affiliates in effect as of immediately prior to the Closing), (B) in lieu of the benefit 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date form that is six months after the Closing but prior reasonably acceptable to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementParent.

Severance. Subject (a) If Executive’s employment is terminated, at the 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 of the premiums associated with continuation of Executive’s benefits pursuant to COBRA to the Executive's continued compliance with extent that he is eligible for them following the termination of his obligations under employment; provided that if anytime within eighteen (18) months after a Change of Control either (i) Executive is terminated, at the Company’s election at any time, for reasons other than death, Disability, Cause or Voluntary Resignation, or (ii) Executive terminates this Agreement, the Company Agreement for “Good Reason,” Executive shall have no obligation be entitled to the Executive other thanreceive severance payments equal to: (i) the payment two (2) years of the Executive's earned and unpaid compensation through the effective date of such termination; ’s Base Salary, (ii) Executive’s most recent Annual Bonus payment, and (iii) the payment premiums associated with continuation of Executive’s benefits pursuant to COBRA to the extent that he is eligible for them following the termination of his employment for a period of one (1) year after termination. All severance payments shall be made in a lump sum within ten business days of Executive’s execution and delivery of a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns in a form acceptable to the Company. (b) 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 bonus, subject to compensation within the provisions meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code; (iii) ”), and Executive is at such time a specified employee, such payment or payments that constitute nonqualified deferred compensation within the payment meaning of an amount equal the Code shall not be made prior to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount date which is six (as in effect as of 6) months after the date of termination), 50% of which shall be paid to Executive separates from service (within 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 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 meaning 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 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. (a) Subject to Section 12, if the Company terminates the Executive's continued compliance with employment (other than For Cause or as a result of the Executive’s death or Disability) pursuant to Section 10(a), or the Executive terminates his obligations under this Agreement, the employment for Good Reason pursuant to Section 10(b): (i) The Company shall have no obligation (subject to Section 11(b) below): (A) pay or cause to be paid to the Executive other than: a lump-sum payment, within ten (i10) the payment calendar days of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusTermination Date, subject to the provisions of Section 409A of the Code; (iii) the payment of in an amount equal to the sum of (x) any unpaid Base Pay through the Executive's annual Base Salary plus Termination Date, (y) 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 Executive's Maximum Bonus Amount Termination Date; (as in effect as of the date of termination), 50% of which shall B) pay or cause to be paid to the Executive upon an amount equal to the sum of (I) 100% of the 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 business twelve (12) calendar months commencing immediately following the 60th day following the six month anniversary of the date of termination of employment and the remainder of which shall 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 equal installments each month thereafter for six months; (iv) treatment accordance with the terms and provisions of any plans or programs of the New Parent Restricted Shares GENBAND Entities (andthe applicable payments under this Section 11 (a) collectively, the "Severance Payment); provided, however , that if applicablethe Executive is a Specified Employee, Purchased Parent Sharesexcept 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) as described below in Section 4.4(b), (c) the expiration of the six-month period measured from the Separation from Service Date 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 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 (xII) the multiple set forth on ATTACHMENT 1 and (y) the sum date of the Executive's annual base salary and 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 target bonus amount Separation from Service Date (eachor 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) The Executive shall be entitled to reimbursement for, or payment by or on behalf of the GENBAND 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 in effect appropriate, such Qualified Beneficiary, remains eligible for continuation coverage as of immediately prior contemplated pursuant to COBRA and the Closing), (B) in lieu relevant group health plan of the benefit set forth in clause GENBAND Entities, but i n no event longer than twelve (iv12) 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 Purchased Parent Shares, any Purchased Parent Shares 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 returned to made or provided by the Company in exchange for a refund GENBAND Parties on or before the last day of the full purchase price within 30 days Executive's taxable year following such return the taxable year in which the expenses are incurred, and (C) in lieu shall also satisfy all other requirements of the benefit set forth in clause (iv) regulations under Section 409A with respect to any Purchased Parent Sharessuch 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 right 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 will be paid a lump sum cash amount within 30 days following remits the date related taxes, and shall also satisfy all other requirements of termination of employment equal to any amount withheld by the Company in connection with any regulations under Section 83(b) election made by the Executive 409A with respect to the New Parent Restricted Sharesany such tax gross-ups; 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 Closing, in lieu of the benefit set forth in clause and (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum If such termination of the Executive's annual Base Salary plus employment occurs within twelve (12) months after a Change in Control, 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 Termination Date shall, without further action, become immediately fully vested, any automatic repurchase rights will fully lapse, and all restrictions with respect thereto shall lapse to the extent such Equity Awards have not otherwise vested, automatic repurchase rights have not lapsed, or any other restrictions with respect thereto have not otherwise lapsed on or prior to the Termination Date. (b) The GENBAND Parties' obligations pursuant to this Section 11 shall be conditioned upon (i) the Executive's Maximum Bonus Amount (as in effect as termination of employment constituting a "separation from service" within the meaning of Section 1.409A-1(h) of the date Department of termination). In Treasury Regulations and (ii) the event that Executive's execution and delivery of a release, in substantially the form attached hereto as Exhibit A, on or prior to the 60th day following the Termination Date, which has not been revoked by the Executive is eligible 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 the severance benefits provided for by installment payments pursuant to this Section 4.4(a)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 Executive shall not be eligible to receive severance benefits parties' respective rights and obligations under this Section 11 and under Sections 12 through 30 will survive the expiration of this Agreement, any other Company plan, policy, or agreementexpiration of the Employment Term and the termination of the Executive's employment for any reason whatsoever.

Severance. Subject If the Employment Period ends as a result of either (A) Executive’s employment by the Company being terminated by the Company without Cause (as defined in Section 5(d)(i)) or (B) Executive resigning from his employment by the Company for Good Reason (as defined in Section 5(d)(ii) below), then, subject to the Executive's continued compliance with his obligations under this AgreementSection 5(c) hereof, the Company shall have no obligation shall, in addition to paying Executive any amounts due and payable pursuant to Section 5(a), pay or provide Executive with the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusfollowing, subject to the provisions of Section 409A of 12 hereof: (i) Cash severance (the Code; (iii“Cash Severance”) the payment of an amount equal to the greater of (A) $10,000,000 or (B) two multiplied by the sum of the (x) Executive's ’s annual Base Salary plus in effect on the Employment Termination Date and (y) 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; 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 Maximum ’s Year End Bonus Amount 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 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 (50%) of the Cash Severance payable to Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in effect 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 termination)the Employment Termination Date, 50% of which 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 Executive upon 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 business sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the six month anniversary Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and (ii) 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 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 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 date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six monthsCompany; and (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); (viii) subject to (A) Executive’s timely election of continuation coverage under the provisions Consolidated Omnibus Budget Reconciliation Act of Section 409A 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the CodeCompany (excluding, immediate payout for purposes of benefits previously accrued under calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company's Supplemental Executive Retirement Plan ’s group health plan (to the extent permitted under applicable law and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of such plan) which covers Executive (and Executive’s eligible dependents) during the Company's benefit plans Health Care Reimbursement Period (excluding severance plansdefined below); PROVIDED, provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the conclusion of the Health Care Cost Reimbursement Period (as defined below) reimburse Executive for COBRA premiums, subject to the Company determining that reimbursement of such premiums would not reasonably be expected to result in the event that such termination is within six months following imposition of any excise taxes on the Closing, (A) in lieu Company for any failure to comply with the nondiscrimination requirements of the benefit set forth Patient Protection and Affordable Care Act of 2010, as amended, in clause (iii)each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the period commencing on the date Executive ceases to be employed by the Company shall pay and ending on the Executive a lump sum cash amount equal earliest to the product occur of (x) the multiple set forth on ATTACHMENT 1 and date two years after the Employment Termination Date, (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 set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to date on which the Company in exchange for a refund of the full purchase price within 30 days following such return can no longer provide Executive with COBRA benefits under applicable law and (Cz) 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 on which Executive becomes eligible for health care coverage under the plan of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsubsequent employer.

Severance. Subject to Except as otherwise provided in Section 8, if the Executive's continued compliance ’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 accordance with his obligations under this AgreementSection 3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, the Company Executive shall have no obligation be entitled to the Executive other than: receive as severance (subject to Section 9): (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum Executive’s base salary as in effect immediately prior to the date of the Executive's annual Base Salary plus ’s termination of employment for twelve (12) months, payable, commencing no later than sixty (60) days following such termination, in equal installments in accordance with the Company’s payroll procedures during the twelve (12) months following the date of the Executive's Maximum Bonus Amount ’s termination (such twelve-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect as from time to time for active employees of the date Company; and (iii) a pro rata portion (based on the number of days the Executive was employed by the Company during the calendar year of termination), 50% ) of which shall be paid to any incentive bonus otherwise payable in accordance with Section 4(b) for the Executive upon the first business day following the six month anniversary of the date year of termination of employment and the remainder of Executive’s employment, payable no earlier than the date on which shall be such bonus, if any, would have been paid to under the Executive in equal installments each month thereafter for six months; (iv) treatment applicable plan or policy of the New Parent Restricted Shares (andCompany absent such termination of employment, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A but no later than March 15 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 event that such termination is within six months calendar year immediately following the Closing, (A) in lieu calendar year of the benefit set forth such termination. With respect to any such continued medical and dental benefits described in clause (iii)ii) of the first sentence of this Section 7 for which the Executive is eligible, (I) if the Company cannot continue such benefits, the Company shall pay the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a lump sum cash amount equal successor employer (and the Executive’s eligibility for any such benefits shall be reported by the Executive to the product of Company); and (xIII) the multiple set forth Executive’s period of “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deemed to commence on ATTACHMENT 1 and (y) the sum date 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 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 (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 ’s termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementemployment.

Severance. Subject to If (a) the Executive's continued compliance Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason or (b) the Employee is not offered continuing employment on substantially the same terms as set forth herein in connection with his obligations under this Agreementa Change of Control, then, in either case, the Company shall have no obligation pay to the Executive other thanEmployee, as severance, an aggregate amount equal to: (i) his then current base salary during the payment of the Executive's earned and unpaid compensation through twelve-month period commencing on the effective date of such termination; 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 any deferred bonus, subject such bonus amounts to the provisions of Section 409A Company’s other senior management employees notwithstanding the subsequent termination of the Code; 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 (iiix) 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 of following such delivery shall be in an amount equal to the sum of total amount to which the Executive's annual Base Salary plus Employee would otherwise have been entitled to during the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day period following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six monthsif such deferral had not occurred; (iv) treatment of the New Parent Restricted Shares (andprovided, 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); PROVIDEDhowever, that in the event that such termination is within six months following the ClosingRelease Period begins in one calendar year but ends in a subsequent calendar year, (A) then the first payment hereunder shall 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 (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 set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall no event be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 day of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsubsequent calendar year.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: If your employment is terminated (i) by the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Company other than for Cause or (ii) by you for Good Reason (as defined below), in addition to the payment Accrued Amounts and in lieu of any deferred bonuspayments or benefits under any other Company separation policy or program, subject to the provisions of Section 409A of the Code; you will be entitled to: (iiiA) the a payment of an amount equal to the sum of the Executive's annual twelve (12) months of your Base Salary plus twelve (12) months of your Target Annual Bonus Opportunity (the Executive's Maximum Bonus Amount amount of such payment, the “Severance Amount”); and (as B) a payment equal to the premiums that you would pay if you elected continued health coverage under the Company’s 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 as of on the date of termination), 50% of which shall be paid to 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 the Executive in equal installments each month thereafter for six months; Termination Date (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“Medical Benefit Payment”); (v) subject to provided that any delays in the provisions settlement 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, immediate payout of benefits previously accrued under as amended (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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii“Code”), 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 (y) the sum of the Executive's annual base salary and the Executive's target bonus amount Treasury Regulations thereunder (each, as “Section 409A”) shall remain in effect as of immediately prior effect. The Company’s obligations to make the Closing), (B) in lieu of the benefit 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 payments and (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and provide the benefits set forth in clause (A) and (B) in the immediately preceding proviso, 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, (I) the Severance Amount shall pay be paid in installments in accordance with the Executive over Company’s regular payroll practices during a 24-twelve (12) month period in equal monthly installments commencing within sixty (60) days following the product of Termination Date (x) two with the first such payment to include all installment amounts from the Termination Date), and (yII) the Medical Benefit Payment shall be paid in a lump sum of within sixty (60) days following the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event Termination Date; provided that the Executive Release is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementeffective.

Severance. Subject In no way limiting the Company’s policy of employment at will: (a) If Employee’s employment with the Company is terminated by the Company without Cause or by Employee with Good Reason prior to the Executive's continued compliance 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 “Release Date”): (i) 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 (the “Release Agreement”), (ii) any revocation right of the Employee under such Release Agreement shall have expired, and (iii) 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 MIP in effect for the year in which the Termination Date occurs (determined regardless of the actual results of the Company for that year), payable in nine (9) monthly installments equal to one-ninth of such severance compensation, subject to required withholding, payable at the end of each of the next nine (9) full calendar months following the first full calendar month following the Release Date. (b) 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 any non-compete obligation. (c) If Employee’s employment with the Company is terminated for Cause or death or Disability, or Employee resigns without Good Reason, Employee shall be entitled to receive only: (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 entitled to be reimbursed; and (iv) any other earned but unpaid compensation, if applicable, as of the Termination Date. (d) For purposes of this Agreement, the Company following terms shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit meanings 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.below:

Severance. Subject 6.1 In the 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 continued compliance with his obligations under this Agreement’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 no obligation any obligations to provide the severance payments contemplated under this Section 6.2: (a) Payment to the Executive other than: 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 effect for the Executive on the day immediately preceding the day of termination of employment; provided, however that (i) the payment Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Executive's earned Code; and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject Executive elects continuation coverage pursuant to the provisions Consolidated Omnibus Budget Reconciliation Act of Section 409A 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 CodeOption 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 the Executive’s employment is terminated by the Company for Cause or is terminated by the Executive without Good Reason (iii) a “Discretionary Severance Event”), the payment of Board (without the Executive’s participation), in its sole and absolute discretion, may choose to pay the Executive an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as payments referred to in effect as of the date of termination), 50% of which shall be paid to 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 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), (csubsections 6.2(a) and (d); b) above, payable in twenty-four (v24) subject monthly payments, beginning within sixty (60) days following the termination date. Notwithstanding anything in this Section 6.2 to the provisions of Section 409A of the Codecontrary, 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 event that such the 60 day post-termination is within six months following period, during which the Closingpayments referred to in subsections 6.2(a) and (b) above are required to be made, (A) begins in lieu one taxable year of the benefit set forth Executive and ends 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 (y) the sum second taxable year of the Executive's annual base salary , the payments referred to in subsections 6.2(a) and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (Bb) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares above shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (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 in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that second taxable year (and within such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination60 day period). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject 6.01 The Company, its successors or assigns, will pay Executive as severance pay a lump sum (the “Severance Payment”) amount equal to 12 months of Executive’s monthly Base Salary at the time of Executive's continued compliance ’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 as defined in Section 6.03. Nothing in this Section 6.01 shall limit the authority of the Board to terminate Executive’s employment for Cause in accordance with his obligations Section 5.03. Payment of the Severance Payment pursuant to Section 6.01, less customary withholdings, shall be made in one lump sum on the 30th day following Executive’s termination or resignation. In addition, the 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 Company or any of its subsidiaries; including any payment for post-employment restrictions, provided, however, that if the amount of cash severance benefits payable under such other severance plan, agreement, policy or program is greater than the Severance Payment payable pursuant to this Agreement, Executive will be entitled to receive the amounts payable under such other plan, agreement, policy or program which exceeds the Severance Payment. Without limiting other payments which would not constitute “cash severance-type benefits” hereunder, any cash settlement of stock options, accelerated vesting of stock options and retirement, pension and other similar benefits shall not constitute “cash severance-type benefits” for purposes of this Section 6.01. 6.02 If the Company shall have no obligation is obligated to pay the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 Severance Payment provided in Section 4.4(b)6.01, (c) and (d); (v) subject if Executive timely elects to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan continue his group health and (vi) executive outplacement benefits, except as otherwise required by dental insurance coverage pursuant to applicable COBRA/continuation law or by and the terms of the Company's respective benefit plans (excluding severance plans); PROVIDED, that in the 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 will pay on Executive’s behalf the Executive a lump sum cash amount equal to premiums for such coverage for the product lesser of (x) 12 months or such time as Executive’s COBRA/continuation rights expire, and cause the multiple set forth on ATTACHMENT 1 and (y) the sum immediate vesting of the any unvested stock options then held by 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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject (a) Upon termination of General Manager’s employment by District pursuant to Section 15(a) herein, and if General Manager timely executes and delivers to District an original Separation Agreement and General Release in the Executive's continued compliance form attached hereto as Attachment 4, and does not thereafter timely exercise his right to revoke said Separation Agreement and General Release, General Manager shall receive his earned income and a severance allotment as follows: (1) 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 be in an amount equal to General Manager’s monthly salary multiplied by the number of full months left on the unexpired term of this Employment Agreement along with the corresponding medical and life insurance benefits for such number of months. MCSD GM Agreement 1107555.1 7 (b) 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 activities listed on Attachment 3, which attachment is incorporated herein by this reference, upon termination of General Manager’s employment for such reason(s), General Manager shall receive his obligations under earned income as 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 termination; and (2) No severance allotment shall be paid. (c) Upon termination of General Manager’s employment pursuant to Section 15(b) herein, General Manager shall receive his earned income as follows: (1) Cash for all uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the effective date of the 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 accordance with Section 7 herein) as of the effective date of the termination; and (2) No severance allotment shall be paid. 1107555.1 (e) In accordance with Government Code Sections 53243 and 53243.2, and notwithstanding any other provision of this Agreement, the Company parties hereto agree as follows: (1) To the extent, if 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 phrase "abuse of office or position" shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (meaning as in effect as of the date of termination), 50% of which shall be paid to 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 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 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 (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 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 (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 in connection with any Government Code Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement53243.4.

Severance. Subject to If (x) within six months after the Executive's continued compliance with his obligations under this AgreementEffective Date, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusconsummates a Change in Control, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 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 (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 upon or subsequent to the Closing), (B) consummation of such Change in lieu of the benefit 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 Control and (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 ClosingEffective Date, in lieu the Executive incurs a Separation from Service by reason of a termination of the benefit set forth Executive’s employment by the Company without Cause or by the 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 clause (iii) and substantially the benefits set forth in clause (form attached hereto as Exhibit A) in the immediately preceding proviso, the Company shall pay shall: (i) Pay to the Executive Executive, in equal installments over a the twenty-four (24-) month period following the Termination Date in accordance with the Company’s regular payroll practice, an amount equal monthly installments to the product of (x) two and (y) the sum of the Executive's annual Annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible would have been entitled to receive if the severance benefits provided Executive had continued his or her employment hereunder for by a period of twenty-four (24) months following the Termination Date, which amounts shall be payable commencing on the Company’s first payroll date occurring on or after the 60th day following the Termination Date (the “First Payroll Date”), and any amounts that would otherwise have been paid pursuant to this Section 4.4(a), 3(a)(i) prior to such payroll date shall be paid in a lump-sum on the First Payroll Date; and (ii) Pay to the Executive an amount equal to two (2) times the Executive’s Target Annual Bonus, payable in a lump-sum on the First Payroll Date. Each payment under this Section 3 shall be treated as a separate payment for purposes of Code Section 409A. The payments under this Section 3 shall not be eligible deemed salary or other compensation to receive severance the Executive for the purposes of computing benefits to which he or she may be entitled under any pension plan or other arrangement of the Company planor its Affiliates maintained for the benefit of its employees, policy, unless such plan or agreementarrangement expressly provides otherwise.

Severance. During the Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 3(d) or the Executive terminates his employment for Good 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 Executive's continued compliance with his obligations under this Agreementsatisfaction of the Release Condition, all within 60 days from the Company shall have no obligation to the Executive other than: Date of Termination, (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company Employers shall pay the Executive a lump sum in cash in an amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) 2.25 times the sum of (A) the Executive's annual base salary and ’s current Base Salary (or the Executive's target bonus amount (each, as ’s Base Salary in effect as of immediately prior to the Closing)Change in Control, if higher) plus (B) in lieu the Executive’s Incentive Compensation determined on the Date of Termination (or the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned Executive’s Incentive Compensation determined immediately prior to the Company Change in exchange for a refund of the full purchase price within 30 days following such return and Control, if higher); and (Cii) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, if the Executive will be paid 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 cash amount within 30 days following the date of termination of employment payment equal to any (A) 18 times the amount withheld of monthly employer contribution that the Employers 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 Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted SharesEmployers; 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 Closing, in lieu of the benefit set forth in clause and (iii) the amounts payable under Subsections (i) and (ii) shall be paid in a lump sum within 60 days after the benefits set forth Date of Termination; provided, however, that if the 60-day period begins in clause (A) one calendar year and ends in a second calendar year, such amounts shall be paid in the immediately preceding proviso, second calendar year by the Company shall pay the Executive over a 24last day of such 60-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementday period.

Severance. Subject 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 Executive's continued compliance 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 his obligations under this Agreementat 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 have 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 obligation longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly COBRA amount to the Executive other than: 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 (i6) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of months from the date of termination)a bargaining unit employee’s lay off, 50% the Laid Off Unit Employee shall have the right of which shall be paid to 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 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 refusal in the event that such termination their position, or a substantively identical position, is established by the same vertical or department within six months following which the Closing, Laid Off Unit Employee previously worked. A Laid Off Unit Employee shall have five (A5) 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 (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 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 business days following such return and (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 from the date of termination of employment equal written offer from the Company, to any amount withheld by accept such reestablished position. G. The Company shall offer Laid Off Unit Employees the Company in connection with any Section 83(b) election made by the Executive with respect option to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date purchase a laptop computer that is six months after the Closing but prior two (2) years or older, was previously supplied to the first anniversary a Laid Off Unit Employee, and has been erased of the Closing, in lieu all information. The cost of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company such computers shall pay the Executive over a 24-month period in equal monthly installments the product be discounted to take account of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)depreciation. In the event that the Executive is eligible order to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company planpurchase a laptop computer, policy, or agreementa Laid Off Unit Employee must have returned all company property to the Company.

Severance. Subject 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 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 Executive's continued compliance with his obligations 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 Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, the Company shall have no obligation Officer’s entitlement to any Severance and benefits, if and to the Executive other than: (i) 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 Executive's earned 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 unpaid compensation through (b), with a continuation of medical benefits at terms no less favorable than the effective 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 termination; (ii) benefits cannot be provided under a plan because Officer is no longer an employee of the payment of any deferred bonus, subject Bank or it is not in the Bank’s best interests to provide such benefits due to the provisions of applicable nondiscrimination requirements set forth in Section 409A 1001 of the Code; (iii) the payment of an Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the sum after-tax cost (estimated in good faith by the Bank) of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)obtaining such benefits, 50% of which or substantially similar benefits, shall be paid to 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 the Executive in equal installments each month thereafter for six months; Officer within thirty (iv30) 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 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 (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 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 (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 termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any amount withheld by such payments if employment is terminated in accordance with the Company in connection with any provisions of Section 83(b5.2(a) election made by the Executive with respect or Section 5.3. Notwithstanding anything to the New Parent Restricted Shares; PROVIDEDcontrary herein, FURTHER, that in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such termination that the employment by that entity is on or after not in violation of Section 6 of this Agreement, the date Bank agrees that is six months after the Closing but prior to the first anniversary payment of the Closing, in lieu Salary and health and medical benefits shall continue for the Severance pay period with no right of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsetoff.

Severance. Subject If the Employment Period ends as a result of either (A) Executive’s employment by the Company being terminated by the Company without Cause (as defined in Section 4(d)) or (B) Executive resigning from Executive’s employment by the Company for Good Reason (as defined in Section 4(d)), then, subject to the Executive's continued compliance with his obligations under this AgreementSection 4(c) hereof, the Company shall have no obligation shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusfollowing, subject to the provisions of Section 409A of the Code; 11 hereof: (iiii) the payment of an amount equal to the lesser of (A) $1,000,000 and (B) the sum of the (x) Executive's ’s annual Base Salary plus in effect on the Executive's Maximum Employment Termination Date and (y) 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 (such lesser amount, the “Cash Severance”) (provided that, notwithstanding the foregoing, if the Employment Termination Date occurs prior to Executive having received a Year End Bonus Amount for calendar year 2014, then the Cash Severance shall be $1,000,000), with fifty percent (50%) of the Cash Severance payable to Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in effect 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 termination)the Employment Termination Date, 50% of which 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 Executive upon 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 business sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the six month anniversary 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 date 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 termination (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 such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and (ii) a pro-rata portion (determined by multiplying the amount of employment 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 remainder denominator of which shall be paid to is 365) of Executive’s target Year End Bonus for the Executive in equal installments each month thereafter for six months; calendar year (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 benefitswith such target Year End Bonus being, except as otherwise required by law or expressly specified in Section 3(d) hereof, as reasonably determined by the terms Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the Employment Termination Date relative to the hurdles set) 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's benefit plans ; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (excluding severance plansii) 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); PROVIDED, that in the event that such termination is within six months following the Closing, and (iii) subject to (A) in lieu Executive’s timely election of continuation coverage under the benefit set forth in clause Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (iii“COBRA”), 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 (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 Executive’s continued copayment of premiums at the benefit 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.same level

Severance. (a) Subject to Section 7.1(a) and Section 7.2(b), during the Executive's continued 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 such applicable Seller Severance Plan that would apply in the event of a termination of employment “In Connection with a Change in Control” (as defined in the applicable Seller Severance Plan) (the “Specified Severance Benefits”), with all such cash severance benefits to be conditioned upon execution by such Transferred Employee of a valid release of claims for the benefit of the Seller and the Buyer (or an applicable Affiliate of the Buyer), on a form reasonably acceptable to the Seller and the Buyer. The Buyer shall provide the Seller with notice of all Qualifying Terminations and provide documentation of compliance with his obligations under this Section 7.2, including copies of executed releases of claims, within sixty (60) days of each such Qualifying Termination. Notwithstanding anything to the contrary in this Agreement, the Company provision of severance benefits pursuant to this Section 7.2 shall have no obligation 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. (b) Notwithstanding anything to the Executive other than: contrary in Section 7.1(a), the Seller shall reimburse the Buyer and its Affiliates for the aggregate Specified Severance Benefits and the employer-portion of taxes associated therewith, payable to or for the benefit of any Transferred Employees (except for the employees set forth on Schedule 1.1(i)) who 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 payment Seller-Covered Qualifying Termination Period, the Buyer shall provide to the Seller an invoice setting out the aggregate Specified Severance Benefits and the employer-portion of taxes associated therewith, payable as a result of all Seller-Covered Qualifying Terminations (the Executive's earned “Seller Reimbursement Amount”), and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to Seller shall reimburse Buyer for the provisions of Section 409A of the Code; Seller Reimbursement Amount within forty-five (iii45) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to 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 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 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 (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 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 receipt of such return and (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementinvoice.

Severance. Subject In lieu of any severance pay or severance benefits otherwise payable to the Executive's continued compliance with his obligations Employee under this Agreementany 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 have no obligation be entitled to the Executive other than: receive a lump-sum severance payment equal to (i) the payment of the Executive's earned and unpaid compensation through the effective date fifty percent (50%) of such termination; employee’s then current salary plus (ii) fifty percent (50%) of the payment amount of any deferred bonus, subject such employee’s most recently paid regular bonus (excluding special bonuses) attributable to a full calendar year’s service to the provisions of Section 409A Company (or, if higher, the amount of the Code; (iii) the payment of an amount equal bonus attributable to a calendar year’s service which was paid to the sum Employee immediately prior to the Change of Control). All outstanding Stock Options granted to the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Employee which are not vested and exercisable as of the date of termination)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, 50% of which shall such Employee’s spouse and eligible dependents will continue to be paid provided with medical and dental benefits for the twelve (12)-month period following such Employee’s Termination on the same basis as provided to 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 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 active employees of the Company's benefit plans . Following such twelve (excluding severance plans); PROVIDED12)-month period, that the Employee, such Employee’s spouse and eligible dependents will begin eligibility for continuation of medical and dental coverage in the event that such termination is within six months following the Closing, (A) in lieu accordance with Section 4980B of the benefit set forth in clause Internal Revenue Code of 1986, as amended (iiithe “Code”), the . The Employee shall have no duty to mitigate damages by seeking other employment. The Company shall pay the Executive a lump sum cash amount equal have no right to the product of (x) the multiple set forth on ATTACHMENT 1 and (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 set forth in clause (iv) offset hereunder 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 (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 compensation or benefits received by the Company 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 described in Section 83(b2(a) election made by below, the Executive with respect Employee will not be entitled to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on any severance payment or after the date that is six months after the Closing but prior to the first anniversary acceleration of the Closing, in lieu vesting of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementunvested Stock Options.

Severance. During the Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 3(d) or the Executive terminates his employment for Good 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 Executive's continued compliance with his obligations under this Agreementsatisfaction of the Release Condition, all within 60 days from the Company shall have no obligation to the Executive other than: Date of Termination, (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company Employers shall pay the Executive a lump sum in cash in an amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) 1.75 times the sum of (A) the Executive's annual base salary and ’s current Base Salary (or the Executive's target bonus amount (each, as ’s Base Salary in effect as of immediately prior to the Closing)Change in Control, if higher) plus (B) in lieu the Executive’s Incentive Compensation determined on the Date of Termination (or the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned Executive’s Incentive Compensation determined immediately prior to the Company Change in exchange for a refund of the full purchase price within 30 days following such return and Control, if higher); and (Cii) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, if the Executive will be paid 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 cash amount within 30 days following the date of termination of employment payment equal to any (A) 18 times the amount withheld of monthly employer contribution that the Employers 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 Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted SharesEmployers; 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 Closing, in lieu of the benefit set forth in clause and (iii) the amounts payable under Subsections (i) and (ii) shall be paid in a lump sum within 60 days after the benefits set forth Date of Termination; provided, however, that if the 60-day period begins in clause (A) one calendar year and ends in a second calendar year, such amounts shall be paid in the immediately preceding proviso, second calendar year by the Company shall pay the Executive over a 24last day of such 60-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementday period.

Severance. Subject Upon termination of employment pursuant to Sections 8.2 or 8.4 (but in 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 the 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 pursuant to the Executive's continued compliance with his obligations under terms of this Agreement, the Company shall have no obligation following: (a) an amount equal to the Executive other than: greater of (ix) the payment amount of Base Salary due and owing Executive through the expiration of the Executive's earned Term (such amount to be calculated based upon his then current Base Salary), and unpaid compensation through (y) one (1.25) times his then applicable Base Salary, and (b) an amount equal to a pro rata portion (based upon the effective portion of the Fiscal Year elapsed to the date of such termination; ) of the Annual Bonus which would have been payable to the Executive had Executive been employed by the Company under this Agreement for the entire Fiscal Year in which such termination occurs. All amounts payable pursuant to Sections 8.2(c), 8.2(d) or 9(a) shall be paid to Executive in a lump sum in cash, not later than ten (ii10) days after the payment date 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 other executives, for the applicable Fiscal Year in which this Agreement is terminated. (c) The 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 9 of this Agreement and under all other plans and programs of the Company 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 deferred bonusportion 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 409A 9(d) above shall be made by the Company’s 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 Code; (iii) person serving as the payment Chief Executive Officer of an amount equal the Company immediately prior to the sum 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 annual Base Salary plus ’s unvested equity issued by the Executive's Maximum Bonus Amount (as in effect as of Company to Executive prior to the date of termination), 50% shall continue to vest for a period of which shall be paid to one (1) year from 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 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 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementdate.

Severance. Subject 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 a form acceptable to the Employer within forty-five (45) days after Executive's continued compliance with his obligations under this Agreement’s termination of employment, the Company Executive shall have no obligation to the Executive other than: be entitled to: (i) the a lump sum payment of the Executive's earned and unpaid compensation through the effective date of such termination; equal to one (1) times his then current Base Salary; (ii) the a lump sum payment of any deferred bonus, subject equal to the provisions of Section 409A of the Codeone (1) times his then current cash bonus target amount; and (iii) the a lump sum payment of an amount equal to a prorated bonus for the sum of bonus period during which the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to 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 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 occurs determined by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, multiplying (A) in lieu of the benefit set forth in clause bonus, if any, Executive would have been entitled to receive for such bonus period if Executive’s employment had not terminated (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (xbased on actual performance during such bonus period) the multiple set forth on ATTACHMENT 1 and (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), by (B) in lieu a fraction, the numerator of which is the benefit set forth in clause (iv) number of days Executive was employed with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company during the applicable bonus period and the denominator of which is the total number of calendar days in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect bonus period. Subject to any Purchased Parent SharesSection 6.7, the Executive such lump sum payment under this Section will be paid a lump sum cash amount within 30 made no later than sixty (60) days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is Executive’s Separation from Service on or after the date the Executive’s employment is terminated, provided, that is six months after if such period of 60 days spans two taxable years, the Closing but prior severance will be paid in the second taxable year, and provided, further, that the prorated bonus referred to in Section 6.4(iii) above will be paid at the same time bonuses for the applicable bonus period, if any, are paid to the first anniversary of Company’s executive officers generally. Severance payments do not result in extending employment beyond the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementtermination date.”

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: The equivalent of: (i) the payment twelve (12) months of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual ’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Cash Severance”); provided, 50% however, that of which such amount nine (9) months of Executive’s Base Salary shall initially be paid, and the remaining three (3) months of the Executive’s Base Salary shall only be paid to 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 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 event that such termination is within six months following the Closing, (A) in lieu Company stockholders have received a minimum liquidating distribution pursuant to that certain Plan of Dissolution of the benefit set forth in clause (iii)Company, as approved by the Board on December 19, 2023, of at least $0.05 per share and all obligations of 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 (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachhave been paid, reserved, or otherwise resolved under applicable law, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit 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 (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 determined by the Company Board in connection with any Section 83(bits discretion (the “Contingent Severance Conditions”); (ii) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that Solely in the event that such 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 is on or after of employment occurs, subject to standard payroll deductions and withholdings (the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause “Annual Bonus Severance”); and (iii) twelve (12) months of the cost of Executive’s 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 benefits set forth in clause remaining three (A3) months of Executive’s CIC COBRA Severance shall only be paid in the immediately preceding provisoevent the Contingent Severance Conditions are fulfilled, as determined by the Company shall pay Board in its discretion. The CIC Cash Severance, Annual Bonus Severance, and CIC COBRA Severance will be paid in a lump sum within sixty (60) days following Executive’s Separation from Service, provided the Executive over a 24-month period Separation Agreement (as described in equal monthly installments the product of (x) two and (y) the sum Paragraph 8) has become effective; provided, however, that any such portion of the Executive's annual Base Salary plus CIC Cash Severance, Annual Bonus Severance, and CIC COBRA Severance that are payable only upon the Executive's Maximum Bonus Amount (as in effect as fulfillment of the date of termination). In Contingent Severance Conditions will be paid in a lump sum within sixty (60) days following the event Board’s determination that the Contingent Severance Conditions have been fulfilled. Executive may, but is eligible to receive not obligated to, use the severance benefits provided for by this Section 4.4(a), CIC COBRA Severance payment toward the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementcost of COBRA premiums.

Severance. Subject to (a) If the Executive's continued compliance with his obligations under this Agreement, Term is terminated by the Company shall have no obligation to the Executive other than: for Cause, (i) the payment of Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive's earned ’s accrued and unpaid compensation base salary through the effective 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 termination occurred; (ii) the payment Company will make payments for one (1) year of any deferred bonus, subject all compensation otherwise payable to the provisions of Section 409A of the Code; Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits; (iii) the payment of an amount equal to the sum all of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount ’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 (as in effect as of the date of termination), 50% of which shall be paid to 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 the Executive in equal installments each month thereafter for six months1) year thereafter; and (iv) treatment all of the New Parent Restricted Shares Executive’s unvested restricted stock will immediately vest and all of the Executive’s restricted stock shall become free from all contractual restrictions; and (andd) Subject to Section 6(e) hereof, 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 Term is terminated by the terms Company without Cause or other than by reason of Executive’s death or Disability, in addition to any other remedies available, or if the Company's benefit plans Executive terminates the Term for Good Reason, (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (Ai) in lieu of the benefit set forth in clause (iii), the Company and the Partnership shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 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 sum 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 annual base salary ’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 target bonus amount (each, as in effect as of ’s unvested restricted stock will immediately prior to the Closing), (B) in lieu vest and all of the benefit set forth in clause Executive’s restricted stock shall become free from all contractual restrictions; and (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares the Company shall be returned also continue in effect the Executive’s health benefits noted in Section 4(c) hereof or their equivalent for a period equal to the Company 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 exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesControl, the Term is terminated by the Executive will be paid a lump sum cash amount within 30 days following for Good Reason, or by the date of termination of employment equal to any amount withheld Company without Cause, or if the Agreement is not renewed by the Company in connection accordance with Section 1, in addition to any Section 83(b) election made by other rights which the Executive with respect to may have under law or otherwise, the New Parent Restricted SharesExecutive shall receive the same payments and benefits provided for under Section 6(d) hereof; PROVIDED, FURTHERprovided, 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 amount of the Closing, in lieu of the benefit set forth multiplier described in clause (iiid)(i)(y)(A) of Section 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 benefits set forth in clause (A) in Term is not extended pursuant to the immediately preceding provisoproviso to Section 1 hereof as a result of the Company giving notice thereunder that it elects to permit the term of this Agreement to expire without extension, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of be deemed to have terminated the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount ’s employment without Cause. (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a)g) As used herein, the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.term “Cause” means:

Severance. Subject to Sellers or their affiliates (other than the Executive's continued compliance with his obligations under this AgreementTransferred 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 Company shall have no obligation to the Executive Transferred Subsidiaries) from, all Liabilities that may result in respect of claims for statutory, contractual or common law severance or other than: separation benefits or other legally mandated payment obligations (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusincluding claims for wrongful dismissal, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date notice of termination of employment or pay in lieu of notice, plus any payment under the CRM Retention Bonus Program and any retention, change in control or transaction bonuses or equity or equity-based compensation or benefits), together with the remainder employer-paid portion of any employment or payroll taxes related thereto, arising out of, relating to or in connection with (a) 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 be paid assumed by Purchaser) arising from (i) Purchaser’s failure to offer employment to or continue the Executive employment of any Employee on terms consistent with this Article VI and in equal installments each month thereafter for six months; accordance with applicable Law or (ivii) treatment Purchaser’s termination of employment of any Transferred Employee after 12:01 a.m. on 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 Applicable Closing Date. Without limiting the provisions generality of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan 6.03 and (vi) executive outplacement benefits, except as otherwise required by law or by without prejudice to the terms of the Company's benefit plans Section 6.01(c) to (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiih), with respect to any Transferred Employee whose employment is terminated by Purchaser during the Company Benefit Period, Purchaser shall pay provide such Transferred Employee with the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of severance benefits such Transferred Employee would have received if he or she separated from Sellers immediately prior to the Closing), (B) in lieu of applicable Closing under the benefit applicable Employee Benefit Plan set forth in clause (ivSection 3.17(a) with respect to any Purchased Parent Sharesof the Disclosure Schedule that is designated as a severance plan or severance policy; provided, any Purchased Parent Shares however, that for purposes of this covenant and Purchaser’s severance plans, such Transferred Employee shall be returned to the Company credited for service with Sellers as described in exchange Section 6.05 and for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) service with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days Purchaser following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 Applicable Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementDate.

Severance. Subject Purchaser shall, or shall cause one of its Affiliates to, pay to each Continuing Employee who is terminated during the Executive's continued compliance with his obligations under this Agreement, Continuation Period for any reason other than cause or the Company shall have no obligation to the Executive other than: Continuing Employee’s death or disability (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusa “Severed Continuing Employee”), subject to the provisions Continuing Employee’s timely executing and not revoking a release of claims, a lump sum payment in 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 credited to the Severed Continuing Employee under Section 409A 5.7), with a minimum of eight (8) weeks’ base pay, with the Code; base pay determined at the then applicable rate. For this purpose, (iiia) the payment resignation by a Continuing Employee in lieu of an amount equal a requirement that such employee transfer to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect a main work location that is more than 50 miles from his or her main work location as of the date Closing Date, and (b) the termination of termination), 50% a Continuing Employee’s employment by reason of which such employee’s declining a request for such a transfer shall be paid considered termination for a reason other than cause. In addition, to the Executive upon extent a Severed Continuing Employee elects COBRA Continuation Coverage, the amount 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 first business day following eighteen (18) months) shall be no more than the six month anniversary of active employee premiums payable for the date of termination of employment same medical and/or dental coverage covering the Severed Continuing Employee and the remainder of which shall be paid to Severed Continuing Employee’s spouse and eligible dependents. Notwithstanding the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (andforegoing, if applicableany Continuing Employee is entitled to severance benefits under an individual severance, Purchased Parent Shares) as described below in Section 4.4(b)employment or similar agreement, (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 such agreement and not this Section 5.6 shall govern, and Continuing Covered Employees shall be entitled to severance plans); PROVIDED, that in the 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 benefits only to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as extent provided in effect as of immediately prior to the Closing), (B) in lieu of the benefit 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 (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 Collective Bargaining Agreement or otherwise agreed by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementapplicable union.

Severance. Subject (a) If, prior to the Executive's continued compliance with his obligations under expiration of this Agreement, the Company shall have no obligation 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 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 other than: (i) for periods subsequent to the payment of the Executive's earned and unpaid compensation through the effective date of such termination; , the Company shall pay a lump sum severance payment (iitogether with the payments provided in paragraph (c) below, the payment of any deferred bonus, subject "Severance Payments") to the provisions Executive at the time of Section 409A of the Code; (iii) the termination. Such payment of shall be an amount equal to the sum 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 annual Base Salary plus attainment of age 65) multiplied by the sum of (A) the Executive's Maximum Bonus Amount (Base Salary rate as in effect as of the date of termination), 50% termination and (B) the average of which shall be paid the bonus amounts awarded or due to the Executive upon the first business day following the six month anniversary pursuant to Section 3.2 of the date this Agreement. Payment of termination of employment and the remainder of which shall be paid to 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 Severance Payments provided under this 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 7 in the event that such of a termination is within six months following which constitutes a Breach by the Closing, (A) in lieu Company will not prohibit Executive from seeking enforcement of the benefit set forth 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 clause (iii)effect for the year in which the Executive is terminated as a result of a Breach or Termination Upon Change in Control, the Company shall pay the Executive at the time of termination a lump sum cash 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 to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum pro rata amount 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 greater of the benefit set forth target or maximum bonus, if any, provided for in clause such plan. (ivc) 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the The Company shall pay the Executive over all reasonable legal fees and expenses incurred by the Executive as a 24result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement), unless the decision-month 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 pay to the Company its reasonable legal fees and expenses incurred in the defense of such proceeding, contest or dispute. (d) For the length of the period in equal monthly installments for which severance benefits are provided after any termination pursuant to this Section 7, the product 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 Executive pursuant to this paragraph (xd) two and (y) shall be reduced to the sum of extent comparable benefits are actually received by the Executive during the period following the Executive's annual Base Salary plus termination, and any such benefits actually received by the Executive's Maximum Bonus Amount Executive shall be reported to the Company. (as e) Nothing contained in effect as of this Section 7 shall prevent the date of termination). In Executive from receiving any and all benefits payable under any severance benefit plan or program maintained by the event that Company to which the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreemententitled.

Severance. Subject Provided Executive signs and delivers, and does not revoke, a general release in a form acceptable to the Executive's continued compliance with his obligations under this AgreementCompany in its sole discretion, (x) Executive shall be entitled to receive a severance payment equal to two (2) weeks of base salary for every full year that Executive was employed by the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusGroup, subject to the provisions of Section 409A of the Code; (iii) the a minimum payment of an amount equal to the sum twenty-six (26) weeks base salary and a maximum payment of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount fifty-two (as in effect as of the date of termination)52) weeks base salary, 50% of which shall be paid to 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 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 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 (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 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 (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the if 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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoproperly elects COBRA coverage, the Company shall pay will make payments to the Executive over insurance provider(s) equal to the amount due for Executive’s COBRA coverage payments for a 24-month period in of time equal monthly installments to the product number of (x) two and (y) the sum weeks of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the ’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 severance benefits provided Company for by this Section 4.4(a)fifteen (15) years, the Company will make monthly payments to the 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 receive 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) days following the expiration of the Notice Period, provided that Executive has executed the release agreement, returned it to the Company, and allowed the revocation period therefor to expire, by the end of the Notice Period. The release agreement will provide, among other things, for the 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 release confidential, subject to appropriate carve outs as required by law. Executive shall not be eligible entitled to receive severance 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 extent that Executive is entitled to accrued benefits under the express terms of any other Company plan, policy, plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the relevant plan documents or agreementapplicable law.

Severance. Subject A. The Company shall, in 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 Executive's continued compliance with his obligations employee. B. Any bargaining unit employee who is laid off (“Laid Off Unit Employee”) for economic or other reasons (except for discharges covered under this Agreementsections (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 have 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 obligation longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly COBRA amount to the Executive other than: 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 (i6) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of months from the date of termination)a bargaining unit employee’s lay off, 50% the Laid Off Unit Employee shall have the right of which shall be paid to 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 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 refusal in the event that such termination their position, or a substantively identical position, is established by the same vertical or department within six months following which the Closing, Laid Off Unit Employee previously worked. A Laid Off Unit Employee shall have five (A5) 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 (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 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 business days following such return and (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 from the date of termination written offer from the Company, to accept such reestablished position. I. The Company shall 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 employment equal all information. The cost of such computers shall be discounted to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect 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 New Parent Restricted Shares; PROVIDEDCompany. J. Upon the request of a bargaining unit employee, 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 ClosingCompany, in lieu its sole discretion, may convert a portion of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)severance weeks due under this Agreement to paid non- working notice. In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive The employee request shall not be eligible to receive unreasonably denied. Such conversion of severance benefits under into paid non-working notice shall not result in any increase of severance payments, COBRA costs or any other Company plan, policy, or agreementpayments due under this Agreement. This provision shall not be subject to the grievance and arbitration provisions of this Agreement.

Severance. Subject to Upon the Executive's continued compliance with his obligations under layoff of an employee covered by this Agreement, the Company employee shall have no obligation be entitled to the Executive other than: following: (ia) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 event that such termination is within six months following the Closing, (A) Pay in lieu of the benefit set forth in clause prior notice not given by Anixter Center, (iii)b) Accrued annual leave, 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)if any. In the event that of an employee’s dismissal, he/she shall be entitled to only accrued annual leave, unless an employee has not passed his/her probationary period in which event the Executive employee would not be entitled to 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 eligible to receive defined as identical pay and reasonably similar qualifications as the severance benefits provided for by this Section 4.4(a)position the employee formerly held. In the event the employee rejects an offer of a comparable job, the Executive employee forfeits all rights to severance pay. In the event Anixter Center has no comparable positions available, severance pay in the 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 over 25 days Severance pay will be paid out in the same manner as normal pay, over a period of time, not in a lump sum. Severance pay will cease to be paid when: (a) the applicable limit shown above is reached, or (b) when a comparable opening is offered to the 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 outlined above, in any 12 month period regardless of the number of times the employee may be eligible to receive severance benefits under any other Company plan, policy, or agreementlaid off.

Severance. Subject (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the Executive's continued compliance with his obligations under this Agreementexpiration of the Initial Term, the Company shall have no obligation to the Executive other than: (i) the pay Employee a severance payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum twelve months of the Executive's annual Employee’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of on the date of termination), 50% of which shall be paid subject to 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 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), subsections (c) and (d); . (vb) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and 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: (i) the Employee’s 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 of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the provisions 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, immediate payout of benefits previously accrued under the Severance Payment will be made on the Company's Supplemental Executive Retirement Plan ’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 (vi) executive outplacement benefits, except 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 otherwise required by law or Exhibit B by the terms of 45th day following the Company's benefit plans Employee’s separation from service and not revoking the release within the seven (excluding severance plans); PROVIDED7) 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, that the Severance Payment will be paid in the 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 second calendar year. Employee’s right to the product Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum this Agreement. If Employee breaches any of the Executive's annual base salary and the Executive's target bonus amount (eachhis obligations in Sections 8-11 of this Agreement, as in effect as of he will immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned return to the Company in exchange for a refund any portion of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect Severance Payment that has been paid 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 him pursuant to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement7.

Severance. Subject to the ExecutiveIf Employee's continued compliance with his obligations under this Agreement, employment is terminated by Employee or the Company shall have for any reason or no obligation reason after December 31, 1997, Employee will be entitled to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through receive on the effective date of such termination; termination of Employee's employment (iithe "Termination Date"), cash compensation equal to six (6) months of Employee's base salary (the payment of any deferred bonus, subject "Initial Severance Payment"). In addition to the provisions of Section 409A of Initial Severance Payment, on the Code; (iii) Termination Date, the payment of Company will deposit an amount equal to six (6) months of Employee's base salary in escrow (the sum of "Escrow Deposit") with a financial institution pursuant to an escrow agreement in form reasonably acceptable to Employee and the Executive's annual Base Salary plus Company. If Employee has not obtained new employment within the Executive's Maximum Bonus Amount six (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day 6) month period immediately following the six Termination Date, then the Escrow Agent will distribute to Employee monthly, commencing on the seventh (7th) month anniversary of the date Termination Date and ending on the twelfth (12th) month anniversary of termination the Termination Date (the "Subsequent Payment Period") an amount equal to one-sixth (1/6th) of employment and the remainder of which Escrow Deposit (the "Subsequent Severance Payments"); provided, that the Subsequent Severance Payments shall be paid reduced, on a dollar for dollar basis, to the Executive 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 equal installments each month thereafter the event that the severance and other benefits provided for six months; (iv) treatment in this Agreement to Employee constitute "parachute payments" within the meaning of Section 280G of the New Parent Restricted Shares (Code and, if applicablebut for this Section 5, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) would be subject to the provisions of excise tax imposed by Section 409A 4999 of the Code, immediate payout the aggregate amount of such payments and benefits previously accrued payable pursuant to this Section 5 shall be reduced such that the present value thereof (as determined under the CompanyCode and the applicable regulations) is equal to 2.99 times the Employee's Supplemental Executive Retirement Plan and (vi"base amount" as defined in Section 280G(b)(3) executive outplacement benefits, except as otherwise required by law or by the terms of the CompanyCode. If Employee's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination employment is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), terminated by Employee or 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 (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately for any reason or no reason prior to the Closing)December 31, (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares1997, any Purchased Parent Shares shall Employee will not be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible entitled to receive the any severance benefits provided for by payments pursuant to this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement5.

Severance. Subject a. If Company terminates this Agreement for any reason other than Cause, and in 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 connection therewith, Executive shall be entitled to 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 continued compliance ’s employment with his obligations under this Agreementthe Company, and shall increase by an additional one month of Base Salary for every two years of employment thereafter. Irrespective of Executive’s tenure, however, the Severance shall not exceed six (6) months of Base Salary. b. In the event at any point during the term of this Agreement a controlling interest in the Company is sold to an unaffiliated third party (“Sale Event”), the then-current Severance shall have no obligation to double if the Executive other than: has a material change in duties or is Terminated without Cause by the new Company owner. Unless terminated for Cause, this clause shall remain in effect for a period of two (i2) years after any such Sale Event. x. Xxxxxxxxx shall be paid in a lump sum within sixty (60) days after the payment termination, provided that if, at the time of the Executive's earned and unpaid compensation through Severance Event, Executive is considered a “specified employee” within the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code; (iii) ”), the payment Severance shall be delayed until the first day of an amount equal the seventh month following the month in which the Severance Event occurs. d. If applicable, the Severance will be offset by any income protection benefits payable to Executive during the first twelve months of a qualifying disability under the Company’s group short-term and long-term disability insurance plans. e. Notwithstanding the foregoing to the sum contrary, in no event shall the Severance constitute a “Parachute Payment” within the meaning of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as Section 280G(b)(2) of the date Code. In the event that any portion of termination)the Severance would be deemed a Parachute Payment, 50% the amount of which the Severance shall be paid reduced only to the Executive upon extent necessary to eliminate any such treatment or characterization. f. It is the first business day following the six month anniversary intent of the date of termination of employment and the remainder of which shall be paid to 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 parties that payments under this Agreement comply with Section 409A of the Code, immediate payout and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of benefits previously accrued this Agreement (or of any payment of compensation under this Agreement) would cause the Company's Supplemental Executive Retirement Plan to incur any additional tax or interest under Section 409A of the Code, and the Company concurs with such belief or the Company (viwithout any obligation whatsoever to do so) executive outplacement benefitsindependently makes such determination, except as otherwise required by law or 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 terms parties to attempt to comply with Section 409A of the Company's benefit plans (excluding severance plans); PROVIDEDCode, that such modification shall be made in good faith and shall, to the event that such termination is within six months following maximum extent reasonably possible, maintain the Closing, (A) in lieu original intent of the benefit set forth in clause (iii)applicable provision without violating the provisions of Section 409A. Notwithstanding the foregoing, the Company shall pay the Executive a lump sum cash amount equal not be required to the product of (x) the multiple set forth on ATTACHMENT 1 and (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 set forth in clause (iv) with respect to assume 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 (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 economic burden in connection with any compliance or noncompliance with Section 83(b) election made by the Executive with respect to the 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 409A of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementCode.

Severance. Subject a) Except as set forth in Section 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 any applicable revocation period), Cubist shall pay you starting sixty (60) days following the date 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 Executive's continued compliance with his obligations day immediately following the date your employment terminated. b) 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, the Company shall have no obligation subject to the Executive other than: (i) your having timely elected continuation coverage under the federal law known as “COBRA”, (ii) your timely payment of the Executive's earned active employee portion of the monthly COBRA premium for each month during the period described below and unpaid compensation through (iii) such continuation coverage not having terminated, for a period of up to eighteen (18) months beginning on the effective 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 a “specified employee” (as determined by Cubist in its sole discretion and as defined below) on the date of such 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 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; (ii. For purposes of the preceding sentence, the term “specified employee” means an individual who is determined by Cubist to be a specified employee under Section 1.409A-1(i) of the payment of any deferred bonusTreasury Regulations. Cubist may, but need not, elect in writing, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 applicable limitations under 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 any of the Company's benefit plans special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of this Agreement. For purposes of the 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 termination of employment, separation from service and similar or correlative terms mean a “separation from service” (excluding severance plans); PROVIDEDas defined at Section 1.409A-1(h) of the Treasury Regulations) from Cubist and from all other corporations and trades or businesses, if any, that in the event that such termination is within six months following the Closing, (Awould be treated as a single “service recipient” with Cubist under Section 1.409A-1(h)(3) 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 (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 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 (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 Treasury Regulations. A termination of employment equal for Good Reason or by Cubist for any reason other than for Cause under this Agreement is intended to any amount withheld by satisfy the Company meaning of “involuntary separation from service” (as defined in connection with any Section 83(b1.409A-1(n) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of terminationTreasury Regulations). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject to In the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment event of the Executive's earned and unpaid compensation through ’s Separation From Service with the effective date of such termination; Company pursuant to Subsection 12 (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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(bd), (ce) and or (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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiif), the Company shall pay the Executive Executive, as a lump sum cash severance allowance, the greater of (I) any minimum severance payments required under applicable Ontario provincial law; or (II) all of the following: (A) an amount equal to twelve (12) months of his then-current Salary plus (B) the product of (xi) one-twelfth of the multiple set forth on ATTACHMENT 1 and Executive’s target bonus in effect for the then-current year times (yii) the sum of the Executive's annual base salary and number of months of the current plan year during which the Executive was employed plus an additional twelve (12) months times (iii) the Executive's target bonus amount ’s individual goal performance score from the previous year, and (eachC) a continuation of Supplemental Benefits for twelve (12) months after the effective date of the Executive’s Separation From Service. These benefits shall be provided at the same cost to the Executive (if any), and at the same coverage level, as in effect as of immediately prior the effective date of the Executive’s Separation From Service. However, in the event the premium cost and/or level of coverage shall change for all management employees with respect to Supplemental Benefits, the Closing)cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The amount of the severance allowance provided for in subsections (A) and (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares this Section 13 shall be returned paid out in equal installments over the severance period. Notwithstanding anything to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharescontrary contained herein, 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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Executive receives (pursuant to the first anniversary operation of Section 9, above) severance benefits following the Executive’s Separation From Service with the Company after a Change in Control of the ClosingCompany, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the then Executive shall not be eligible entitled to receive any payment of a severance allowance pursuant to this Section 13. If the Executive is not entitled severance benefits under any other Company planpursuant to Section 9, policy, or agreementthen the Executive shall continue to be eligible for a severance allowance per this Section 13.

Severance. Subject As severance, only if all of the following conditions are met, (a) Executive remains employed by ResCare until through the Retention Date or such earlier date as Executive’s employment is terminated by ResCare without Cause (as defined in the Employment Agreement), Executive dies or Executive resigns for Good Reason (as defined in the Employment Agreement), with such date being the date Executive shall have an involuntary termination of employment with the Company (such date, the “Termination Date”); (b) Executive is in material compliance with the terms of the Employment Agreement and this Agreement and each other agreement, plan or policy with or of Company to which Executive is a party or otherwise bound; and (c) Executive (or upon Executive’s death Executive’s estate) executes and returns to ResCare the reaffirmation of release agreement in the form attached hereto as Exhibit A (the “Reaffirmation Agreement”) and if that Reaffirmation Agreement becomes effective and is not revoked, all within sixty (60) days of the Termination Date, then (collectively, the below subsections, the “Severance”): (e) ResCare shall pay $724,032.00 in equal installments over a period of twenty-four (24) months following the Termination Date, beginning on the first payroll date that is after the Reaffirmation Agreement becomes effective and on the same payroll schedule on which other ResCare employees receive payment, with the first such payment covering the time period from the Termination Date through the payment date; (f) ResCare shall continue to pay the employer portion of Executive’s COBRA coverage premiums up and until twelve (12) months following the Termination Date (or such shorter time if such coverage terminates earlier under Section 4980B of the Code), provided that Executive shall continue to comply with the COBRA Requirements; (g) Executive holds vested stock options issued to Executive pursuant to the Executive's continued compliance with his obligations under this AgreementAmended and Restated Phoenix Parent Holdings Inc. 2017 Stock Incentive Plan (as amended, the Company “2017 Plan”) and the grant notice(s) and award agreement(s) issued to Executive thereunder (collectively, with the 2017 Plan, the “2017 Plan Documents”) and the time period for Executive to exercise any stock options that are vested under the 2017 Plan Documents on the Termination Date shall have no obligation be amended and extended to the Executive other than: earlier of (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; December 31, 2027 or (ii) the payment of any deferred bonus, subject their applicable expiration date; and (h) Executive holds unvested performance based stock options issued to Executive pursuant to the provisions 2017 Plan Documents and, notwithstanding the termination of Section 409A Executive’s employment, Executive will remain eligible to vest in the unvested portion of such stock options until the Code; earlier of (iiii) the payment March 31, 2026 or (ii) their applicable expiration date. The Severance reflects consideration provided to Executive over and above anything of an amount equal value to which Executive is already is entitled. Notwithstanding anything herein to the sum contrary, upon cessation of the Executive's annual ’s employment, for any reason or no reason, Executive shall be entitled to Executive’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of through the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination cessation of employment and the remainder of which shall be paid to 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 provided herein, such employee benefits, if any, as to which Executive may be entitled under the terms of the Company's retirement and health benefit plans of Company according to their terms (excluding severance plansthe “Accrued Rights”); PROVIDED, that in the 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject (a) Effective as of the Closing Date, Buyer shall have in effect a severance plan covering Continued Non-Union Employees that contains terms identical in 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 whose employment with Buyer is terminated involuntarily by Buyer other than for cause on or prior to, in the case of Continued Non-Union Employees, three years after the 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 Section 9.08(b), Buyer shall pay the Continued Non-Union Employee a lump sum equal to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: excess of (i) the payment actuarial equivalent of the ExecutiveEmployee's earned "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 unpaid such Employee's base and incentive compensation through for such deemed additional period was the effective same as in effect on the date of such termination; Employee's termination of employment with Buyer, over (ii) the payment actuarial equivalent of any deferred bonussuch Employee's "actual benefit under the applicable Buyer's Pension Plans, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of such Employee's termination of employment and from Buyer. For the remainder purpose of which the foregoing sentence, (i) the term "potential benefit" shall be paid refer to the Executive in equal installments each month thereafter for six months; (iv) treatment monthly pension that would have been payable to the applicable Employee commencing on the first day 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 event that such termination is within six months month following the Closing, latest of (A) in lieu the last day 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 (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)deemed additional period, (B) in lieu Employee's attainment of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharesage 55, 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 or (C) the earlier of (1) the first date as of which the sum of such Employee's age and years of service, as taken into account in lieu 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 benefit set forth date determined in accordance with clause (ivi) with respect to any Purchased Parent Sharesof this sentence, and (iii) the Executive will actuarial equivalent of the "potential benefit" and the "actual benefit" shall each 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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect payable as of the date of termination)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. In Buyer shall also provide outplacement services to such terminated Continued Non-Union Employee appropriate to the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.level of the

Severance. Subject a. Employees who are laid off will be entitled to severance pay of four (4) weeks’ regular pay plus one (1) week’s regular pay for every year of service with XXX up to the Executive's continued compliance beginning of the fifth year and two (2) weeks’ regular pay for every year of service with his obligations under XXX thereafter. Calculation of the severance pay related to XXX service will be done on a pro rata basis. b. The laid off employee will have recall rights in accordance with Article 33 (Xxxxxx and Recall) of this Agreement. c. If an employee resumes employment with XXX during the number of weeks for which severance has been paid (“the severance period”), the Company shall have no obligation employee will reimburse XXX for that portion of the severance pay corresponding to the Executive other than: remaining number of weeks in the severance period. d. Except where the termination or resignation in lieu of termination is based on egregious misconduct, employees who are terminated or who elect to resign in lieu of termination will be entitled to two (i2) weeks of severance pay. x. Xxxxxxxxx pay will be paid in a lump sum, and the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject employee will cease to the provisions of Section 409A of the Code; (iii) the payment of be an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect active employee as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary end of the date last day actually worked. f. XXX will afford employees the opportunity to continue health insurance at their expense in accordance with the Comprehensive Omnibus Budget Reconciliation Act (COBRA). Based on years of termination of employment and seniority using the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (andfollowing schedule, 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 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 XXX will pay the Executive employee’s COBRA premium unless the employee obtains insurance coverage through a lump sum cash amount equal to the product of new employer or otherwise: Employees with less than two (x2) the multiple set forth on ATTACHMENT 1 and years 2 months Employees with two (y2) the sum of the Executive's annual base salary and the Executive's target bonus amount but less than six (each, as in effect as of immediately prior to the Closing), 6) years 3 months Employees with six (B6) in lieu of the benefit 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on years or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). more 4 months g. In the event of the death of an employee entitled to severance pay, XXX will make the severance payment to the estate of the deceased employee, unless the employee had designated a beneficiary to XXX in writing, in which event the payment will be made to such beneficiary. h. XXX and WBNG will notify each employee receiving severance pay under this Article and/or under Article 33 (Xxxxxx and Xxxxxx) of this Agreement that the Executive employee is eligible not entitled to receive unemployment compensation during the number of weeks for which he or she is receiving severance benefits provided pay. i. To the extent allowed by the governing Plan Documents and applicable law, (1) severance payments will be considered earnings for by this Section 4.4(a), purposes of the Executive shall not be eligible XXX 401(k) Plan; and (2) the employee may cease contributions to receive severance benefits under any other Company plan, policy, or agreementthe 401(k) plan on receipt of the layoff notice.

Severance. Subject (a) If the Term is terminated pursuant to Section 4.1, 4.2 or 4.3 hereof, or by the Executive other than pursuant to Section 4.4, the Executive shall be entitled to receive his Base Salary, benefits and reimbursements provided hereunder at the rates provided in Sections 3.1, 3.5 and 3.6 hereof to the Executivedate on which such termination shall take effect. In addition, if the Term is terminated pursuant to Section 4.1 or 4.2, the Executive shall also be entitled to receive any bonus which has been awarded under Section 3.2 in respect of a previously completed fiscal year but which has not yet been paid and a pro rata portion (based on time) of the annual bonus for the year in which the termination date occurs (a "Pro Rata Bonus"), and all equity arrangements provided to the Executive hereunder or under any employee benefit plan of the Company shall immediately vest and shall remain exercisable for ninety days. The Pro Rata Bonus to which the Executive is entitled, if any, shall be determined by reference to the attainment of the performance goals referred to in Section 3.2 as of the end of the fiscal year in which termination of employment occurs and shall be paid when bonuses in respect of that year are generally paid to the Company's continued compliance with his obligations under this Agreementother executives but in no event later than the ninetieth day of the next fiscal year. (b) Except as provided in Section 4.5(c), if the Term is terminated by the Executive pursuant to Section 4.4 or by the Company other than pursuant to Section 4.1, 4.2 or 4.3, the Company shall have no obligation continue thereafter to provide the Executive: (i) payments of Base Salary in the manner and amounts specified in Section 3.1 until the twelve (12) month anniversary of the date of termination, (ii) if termination occurs at any time after a bonus has been awarded under Section 3.2 in respect of a previously completed fiscal year and prior to the time that the bonus has been paid, the amount of that bonus, (iii) a Pro Rata Bonus for the year in which termination occurs and (iv) group health and welfare benefits in the manner and amounts specified in Section 3.5 (except that the Executive shall not remain on the Company’s group health plan(s) as an employee but shall be reimbursed, by the Company and for each pay period during the applicable period, for any amounts actually paid by the Executive for COBRA health benefits in excess of the amount of the Executive’s per-pay-period payment for group health insurance immediately prior to termination) until the earlier of the Expiration Date, the period ending on the date the Executive begins work as an employee or consultant for any other entity or twelve (12) months after the date of termination. In addition, all equity arrangements provided to the Executive hereunder or under any employee benefit plan of the Company shall continue to vest for the period specified in clause (iv) of this Section 4.5(b) (unless vesting is accelerated upon the occurrence of a Third Party Change in Control as described in Section 4.5(d)) and shall remain exercisable for ninety days after the end of that period. Bonuses payable pursuant to this Section 4.5(b), other than: (i) than the payment Pro Rata Bonus, shall be payable in the manner described in Section 3.2. The Pro Rata Bonus to which the Executive is entitled, if any, shall be paid within the time period provided in Section 4.5(a). All of the Executive's earned ’s rights under this Section 4.5(b) shall be contingent on the Executive’s execution of the Company’s standard general release agreement as then in effect and unpaid compensation through such release becoming irrevocable. The Executive shall have no duty or obligation to mitigate the effective amounts or benefits required to be provided pursuant to this Section 4.5(b), nor shall any such amounts or benefits be reduced or offset by any other amounts to which Executive may become entitled; provided, that if the Executive becomes employed by a new employer or self-employed prior to the earlier of the Expiration Date or twelve (12) months after the date of such termination; (ii) , the payment of any deferred bonus, subject Base Salary payable to the provisions of Executive pursuant to this Section 409A of the Code; (iii4.5(b) the payment of shall be reduced by an amount equal to the amount earned from such employment with respect to that period (and the Executive shall be required to return to the Company any amount by which such payments pursuant to this Section 4.5(b) exceed the Base Salary to which the Executive is entitled after giving effect to that reduction) and, if the Executive becomes eligible to receive medical or other welfare benefits under another employer provided plan, the corresponding medical and other welfare benefits provided under this Section 4.5(b) shall be terminated. As a condition to the Executive receiving the payments under Section 4.5(b), the Executive agrees to permit verification of his employment records and Federal income tax returns by an independent attorney or accountant, selected by the Company but reasonably acceptable to the Executive, who agrees to preserve the confidentiality of the information disclosed by the Executive except to the extent required to permit the Company to verify the amount received by Executive from other active employment. Any payments of Base Salary received by the Executive to which the Executive is not entitled under this Section 4.5(b) shall be returned by the Executive to the Company within ten (10) days of receipt. Any amounts not so returned by the Executive shall accrue interest at an annual rate of 20% or, if lower, the highest interest rate allowable under applicable law. (c) If the Term is terminated by the Executive pursuant to Section 4.4, or by the Company other than pursuant to Section 4.1, 4.2 or 4.3, and, in any such event, the termination shall occur upon or within twelve (12) months following the occurrence of a Third Party Change in Control (as defined in Section 4.5(d)) or in contemplation of a Third Party Change in Control, the Company shall thereafter provide the Executive (i) an amount equal to two (2) times the sum of (x) the then current Base Salary and (y) the average of the two most recent annual bonuses paid (treating any annual bonus which is not paid as a result of the Executive's failure to attain the Bonus Performance Goals as having been paid in an amount equal to zero) to the Executive during the Term (or if only one annual Base Salary plus bonus has been paid, the Executive's Maximum Bonus Amount (as amount of that annual bonus, to be paid in effect as of a lump sum within 30 days after the date of termination), 50% of which shall be paid to and (ii) benefits in the Executive upon the first business day following the six month anniversary of the date of termination of employment manner and the remainder of which shall be paid to 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 amounts specified 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 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.3.5 until twelve

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement’s execution of and the effectiveness of a General Release in a form substantially the same as the release attached as Exhibit A hereto (the “Release”) within twenty-eight (28) days of the Date of Termination (if after a Change in Control), or within twenty-eight (28) days of the Change in Control (if during a Potential Change in Control Period), if a Terminating Event occurs within eighteen (18) months following a Change in Control (or during a Potential Change in Control Period provided that a Change in Control takes place within 18 months thereafter) and during the Term, then the Company shall have no obligation to pay the Executive other than: the amounts, and provide the Executive the benefits, described in this Section 6.1 (i) “Severance Payments”), in addition to any payments and benefits to which the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject Executive is entitled under Section 5. Subject to the provisions of Section 409A of the Code; 6.4 (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination“Section 409A”), 50% the amounts set forth in subsections (A) and (B) of which this Section 6.1 shall be paid to in one lump sum payment no later than the Executive upon the first business thirtieth (30th) day following the six month anniversary Date of Termination provided, however, that if the Terminating Event is during a Potential Change in Control Period, or after the Change in Control but the Change in Control does not constitute a change in the ownership or effective control of the date Company, or in the ownership of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment a substantial portion of the New Parent Restricted Shares (andassets of the Company, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to within the provisions meaning of Section 409A of the Code, immediate payout and the Executive otherwise has a contractual right to severance that is considered deferred compensation within the meaning 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 Section 409A of the Company's benefit plans (excluding severance plans); PROVIDEDCode, that such amount shall be paid in the event that such termination is within six months following the Closingsame form (e.g., (Alump sum, salary continuation, etc.) in lieu of the benefit as set forth in clause such contract beginning with the first payroll date that occurs thirty (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x30) the multiple set forth on ATTACHMENT 1 and (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Date of the Closing, Termination. Except as described above or in lieu of the benefit set forth in clause Section 9.1 (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a“Successors; Binding Agreement”), the Executive shall not be eligible entitled to benefits pursuant to this Section 6.1 unless a Change in Control shall have occurred during the Term. (A) The Company shall pay to the Executive a lump sum severance payment, in cash, equal to one and one half (1.5) times the sum of (i) the Base Salary, and (ii) the Target Bonus Amount in respect of the fiscal year in which the Date of Termination occurs (without giving effect to any event or circumstance constituting Good Reason), assuming for this purpose attainment of 100% of any applicable target; (B) Either: (i) In the case of Executives who do not receive sales commission-based variable compensation, (a) an amount equal to the Executive’s bonus for any fiscal year ended prior to the year of termination, to the extent such bonus has not already been paid (whether due to deferral or otherwise), calculated in accordance with the associated bonus plan (provided that any portion of such bonus that is discretionary shall be paid using the assumption that Executive has satisfied all individual performance requirements necessary for full payment of any discretionary portion of such bonus), plus (b) an amount equal to the Executive’s Target Bonus Amount multiplied by a fraction, the numerator of which is the number of days elapsed between the beginning of such fiscal year and the date of termination reduced by any periods (expressed in days) for which amounts under such incentive bonus arrangement have already been paid in such year, and the denominator of which is 365; or Change in Control Severance Agreement (ii) In the case of Executives who receive sales commission-based variable compensation, an amount equal to (a) the Executive’s sales commission-based variable compensation for any fiscal year ended prior to the year of termination, to the extent such sales commission-based variable compensation has not already been paid (whether due to deferral or otherwise), plus (b) the target amount of sales commission-based variable compensation that could be earned by such Executive during the current fiscal year multiplied times a fraction, the numerator of which is the number of days elapsed between the beginning of such fiscal year and the date of termination and the denominator of which is 365, reduced by the amount by which such incentive sales commission-based variable compensation is already payable or has already been paid in respect of such fiscal year; (C) To the extent that the Company’s Annual Executive Bonus Plan or any successor plan in existence on the date the Executive’s employment is terminated calls for the potential payment of an award attributable to “over-achievement” performance goals (i.e., requiring the achievement of goals that exceed or are in addition to the goals required for the Executive to receive severance the target annual bonus) and the Company pays over-achievement bonuses to executives for the fiscal year in which Executive’s employment terminates, the Company shall pay to Executive a lump sum amount equal to the over-achievement bonus for such fiscal year that would have been paid to Executive had he or she been employed by the Company on the date that such over-achievement bonuses are first paid to other participants in such bonus plan. Said amount shall be paid to Executive not later than the date that such over-achievement bonuses are first paid to other participants in said bonus plan; (D) For the eighteen (18) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents health and dental insurance benefits under any other Company plancomparable in all material respects to those in effect immediately prior to the Change in Control, policyon the same terms and conditions as though the Executive had remained an active employee. The cost of providing the benefits set forth in this Section 6.1(D) shall be in addition to (and shall not reduce) the Severance Payments; provided, that if the plan or program in question, or agreementapplicable law, provides for a longer period of coverage following termination of employment, then the Executive shall receive this additional period of coverage pursuant to the terms and conditions as set forth in the plan or program or as prescribed by applicable law. Notwithstanding the foregoing provisions of this subsection, if the Executive becomes reemployed by another employer and is eligible (together with his or her dependents) for medical or dental insurance coverage that is substantially equivalent (as to extent of coverage and Executive’s cost) to the coverage of the same type that he or she (and his or her dependents) were entitled to receive under this subsection, the Company’s obligation to the Executive and his or her dependents under this subsection shall cease with respect to that type of coverage; and (E) The Company shall pay the cost of providing the Executive with outplacement services up to a maximum of $45,000, provided that (i) the Executive begins to utilize such services within six months following the Date of Termination and completes the Change in Control Severance Agreement utilization of such services no later than the last day of the calendar year following the calendar year that contains the Date of Termination, and (ii) such services are provided by an outplacement provider approved by the Company (which approval shall not be unreasonably withheld, delayed or conditioned). Such payment shall be made by the Company directly to the service provider promptly following the provision of such services and the presentation to the Company of documentation of the provision of such services.

Severance. Subject A. In the event this Agreement is terminated by Employer pursuant to Paragraph 6.C. or 6.D. or by Employee pursuant to Paragraph 6.B. at any time during the Executive's continued compliance with his obligations under term of this Agreement, then as Employer's sole obligation to compensate Employee for such termination without cause, Employer shall pay to Employee three (3) month's salary (as described in paragraph 4.A above), due and payable in three (3) equal monthly installments from the Company first day of the month following such termination, plus any Incentive Compensation then owed to Employee. All other compensation and benefits shall cease as of such termination. EMPLOYEE SHALL NOT BE ELIGIBLE TO RECEIVE SEVERANCE PAYMENTS UNTIL EMPLOYEE HAS SUCCESSFULLY COMPLETED THE FIRST SIX (6) MONTHS OF EMPLOYMENT WITH THE COMPANY. B. Employer shall have no obligation to pay Employee any severance or any Incentive Compensation for the Executive other than: (i) the payment of the Executiveyear in which this Agreement is terminated if this Agreement is terminated by Employer pursuant to Paragraph 6.A. or Employee pursuant to Paragraph 6.D. EMPLOYEE ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT BY EMPLOYER PURSUANT TO PARAGRAPH 6.C. OR 6.D. OR BY EMPLOYEE PURSUANT TO PARAGRAPH 6.B., THE DAMAGES WHICH EMPLOYEE WILL SUFFER AS A RESULT THEREOF WILL BE DIFFICULT TO ASCERTAIN AND THAT THE TERMINATION PAYMENT PROVIDED FOR IN THIS PARAGRAPH 5 IS A REASONABLE ESTIMATE OF SUCH DAMAGES AND IS NOT INTENDED TO BE A PAYMENT TO PENALIZE EMPLOYER FOR SUCH TERMINATION. ------------------- Employee's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.Initials

Severance. (a) Subject to Section 20 hereof, if (i) the Company terminates the employment of the Executive during the Employment Period and without Cause, or (ii) the Executive terminates his employment during the Employment Period for Good Reason, then (A) Executive shall be entitled to receive base salary, incentive cash compensation (determined on a pro-rated basis as to the year in which the Termination Date occurs), pay for accrued but unused paid time off, and reimbursement for expenses pursuant to Section 13 hereof through the Termination Date, and a lump sum equal to six (6) months of the Executive's continued compliance with his obligations under this Agreement’s specified base salary hereunder at the rate in effect on the Termination Date, and (B) notwithstanding the vesting and exercisability provisions otherwise applicable to Outstanding Options, all of such options shall be fully vested and exercisable upon such termination and shall rema in exercisable as specified in the option grant agreements. Except to the extent that more time is required to determine any of the incentive compensation amounts, the Company shall have no obligation to pay the Executive other than: cash amounts provided for in this Section within thirty (i30) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following days after the six (6) month anniversary of the date of such termination (but no later than the end of employment and the remainder of calendar year in which such six (6) month anniversary occurs); provided, however, that pay for accrued but unused paid time off shall be paid as soon as practicable following such termination. Notwithstanding the foregoing, the Company shall not be required to pay any severance pay for any period following the Termination Date if it shall have been determined in writing by a court of competent jurisdiction or by any arbitrator appointed pursuant to Section 25 that the Executive in equal installments each month thereafter for six months; has materially violated the provisions of Sections 18 and 19 of this Agreement and such violation has not been cured within thirty (iv30) treatment days following receipt of written notice from the Company containing a description of the New Parent Restricted Shares violation and a demand for immediate cure. The Company also may withhold any severance pay while it pursues such determination. (andb) Subject to Section 20 hereof, if applicable(A) the Executive voluntarily terminates his employment during the Employment Period other than for Good Reason or (B) the Executive’s employment is terminated by the Company during the Employment Period for Cause, Purchased Parent Sharesthen the Executive shall be entitled to receive salary, a pro-rated amount of incentive cash compensation for the fiscal year in which the Termination Date occurs, pay for accrued but unused paid time off, and reimbursement of expenses pursuant to Section 13 hereof through the Termination Date only; vesting of Outstanding Options shall cease on such Termination Date; any then un-vested Outstanding Options shall terminate (with the then-vested Outstanding Options vested and exercisable as specified in the option grant agreements). The Company shall pay the cash amounts provided for i n this Section within thirty (30) days after the six (6) month anniversary of the date of such termination (but no later than the end of the calendar year in which such six (6) month anniversary occurs); provided, however, that pay for accrued but unused paid time off shall be paid as described below in Section 4.4(b), soon as practicable following such termination. (c) Subject to Section 20 hereof, if the Executive’s employment is terminated during the Employment Period due to death or Disability, the Executive (or his estate or legal representative as the case may be) shall be entitled to receive (i) salary, reimbursement of expenses pursuant to Section 13 hereof, and pay for any unused paid time off accrued through the Termination Date; (ii) a pro-rated amount of incentive cash compensation for the fiscal year in which the Termination Date occurs; and (diii) a lump sum equal to six (6) months of the Executive’s specified base salary hereunder at the rate in effect on the Termination Date. In such case, vesting of the Outstanding Options shall cease on such Termination Date, and any then un- vested Outstanding Options shall terminate (with the then-vested Outstanding Options vested and exercisable as specified in the option grant agreements); (v) subject . Except to the provisions of Section 409A extent that more time is required to determine any 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)incentive compensation amounts, the Company shall pay the Executive a lump sum cash amount equal amounts provided for in this Section on the thirtieth (30th) day following the Executive’s death, or if termination is due to Disability, within thirty (30) days after the six (6) month anniversary of the date of such termination (but no later than the end of the calendar year in which such six (6) month anniversary occurs). (d) In addition to the product provisions of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachSection 12(a), 12(b), or 12(c), hereof, as in effect as of immediately prior the case may be, to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares extent COBRA shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharesapplicable or as provided by law, the Executive will and/or his dependants shall be paid a lump sum cash amount within 30 days entitled to continuation of group health plan benefits for the periods provided by law following the date of termination of employment equal Termination Date if the Executive (or his survivors) makes the appropriate election and payments; provided, further, that if the Executive and/or his survivors are entitled to any amount withheld severance under Section 12(a) or 12(c) hereof, and the Executive and/or his survivors elect COBRA coverage under a group health plan maintained by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoCompany, the Company shall pay continue to contribute towards the cost of such coverage for the Executive over a 24-and/or his dependents for the twelve (12) month period in equal monthly installments following his Termination Date, at the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as same rate which was in effect as of upon the date of termination). In the event that the Executive is eligible such termination of employment. (e) Subject to receive the severance benefits provided for by this Section 4.4(a)20 hereof, the Executive shall not be eligible acknowledges that, upon termination of his employment, he is entitled to receive no other compensation, severance or other benefits under any other Company plan, policy, than those specifically set forth or agreementreferred to in this Agreement.

Severance. Subject to 7.01. If the Company, or its respective successors or assigns, terminates Executive's continued compliance employment for any reason other than those listed in Sections 6.02, 6.03, and 6.04 above, or Executive terminates his employment for Good Reason (as defined below) the Company, or its successors or assigns, shall: (a) 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 obligations under this Agreementtermination, at the Company shall have no obligation 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 other than: 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 payment amount of any earned but unpaid bonus attributable to a completed fiscal year, and (ii) an amount equal to the 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's earned and unpaid compensation through the effective date , 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) assigning duties to Executive that are inconsistent with those of the position of President and Chief Executive Officer of Company for similar companies in similar industries; (ii) requiring Executive to report to other than the payment Company's Board of any deferred bonus, subject to the provisions of Section 409A of the CodeDirectors; (iii) the payment repeated failure of an amount equal Company to the sum pay any portion of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as compensation within a reasonable time of the date of termination), 50% of which shall be paid to 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 the Executive in equal installments each month thereafter for six monthssuch compensation is due; (iv) treatment Company requires Executive to relocate his principal business office to a location not within 50 miles of Company's principal business office on the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d)Effective Date; or (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 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 failure to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as continue in effect as of immediately prior to the Closing), (B) in lieu of the benefit 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24stock-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company based incentive or bonus plan, policypension plan, welfare benefit plan or agreement.other benefit plan, program or arrangement, unless the aggregate value of all such arrangements provided to Executive

Severance. (a) Subject to the Executive's continued compliance with his obligations under this AgreementSection 18 hereof, the Company shall have no obligation to the Executive other than: if (i) the payment Company terminates the employment of the Executive's earned and unpaid compensation through Executive during the effective date of such termination; Employment Period without Cause, or (ii) the payment of any deferred bonusExecutive terminates his employment during the Employment Period for Good Reason, subject then Executive shall be entitled to receive Base Salary, incentive cash compensation (determined on a pro-rated basis as to the provisions of year in which the Termination Date occurs), pay for accrued but unused paid time off, and reimbursement for expenses pursuant to Section 409A of 11 hereof through the Code; Termination Date, and six (iii6) the payment of an amount equal to the sum months of the Executive's annual ’s specified Base Salary plus hereunder at the Executive's Maximum Bonus Amount (as rate in effect on the Termination Date payable over six months in accordance with the Company’s regular payroll practices; any then un-vested Outstanding Options shall terminate (with the then-vested Outstanding Options vested and exercisable as of specified in the date of terminationoption grant agreements), 50% of which . The Company shall be paid to pay the Executive upon the first business day following cash amounts provided for in this Section (other than Base Salary) within thirty (30) days after the six (6) month anniversary of the date of such termination (but no later than the end of employment and the remainder of calendar year in which such six (6) month anniversary occurs); provided, however, that pay for accrued but unused paid time off shall be paid as soon as practicable following such termination. Notwithstanding the foregoing, the Company shall not be required to pay any severance pay for any period following the Termination Date if it shall have been determined in writing by a court of competent jurisdiction or by any arbitrator appointed pursuant to Section 23 that the Executive in equal installments each month thereafter for six months; has materially violated the provisions of Sections 16 and 17 of this Agreement and such violation has not been cured within thirty (iv30) treatment days following receipt of written notice from the Company containing a description of the New Parent Restricted Shares violation and a demand for immediate cure. The Company also may withhold any severance pay while it pursues such determination. (andb) Subject to Section 18 hereof, if applicable(A) the Executive voluntarily terminates his employment during the Employment Period other than for Good Reason or (B) the Executive’s employment is terminated by the Company during the Employment Period for Cause, Purchased Parent Sharesthen the Executive shall be entitled to receive salary, pay for accrued but unused paid time off, and reimbursement of expenses pursuant to Section 11 hereof through the Termination Date only; vesting of Outstanding Options shall cease on such Termination Date; any then un-vested Outstanding Options shall terminate (with the then-vested Outstanding Options vested and exercisable as specified in the option grant agreements). The Company shall pay the cash amounts provided for in this Section within thirty (30) days after the six (6) month anniversary of the date of such termination (but no later than the end of the calendar year in which such six (6) month anniversary occurs); provided, however, that pay for accrued but unused paid time off shall be paid as described below in Section 4.4(b), soon as practicable following such termination. (c) Subject to Section 18 hereof, if the Executive’s employment is terminated during the Employment Period due to death or Disability, the Executive (or his estate or legal representative as the case may be) shall be entitled to receive (i) salary, reimbursement of expenses pursuant to Section 11 hereof, and pay for any unused paid time off accrued through the Termination Date; (ii) a pro-rated amount of incentive cash compensation for the fiscal year in which the Termination Date occurs; and (diii) a lump sum equal to six (6) months of the Executive’s specified Base Salary hereunder at the rate in effect on the Termination Date. In such case, vesting of the Outstanding Options shall cease on such Termination Date, and any then un-vested Outstanding Options shall terminate (with the then-vested Outstanding Options vested and exercisable as specified in the option grant agreements); (v) subject . Except to the provisions of Section 409A extent that more time is required to determine any 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)incentive compensation amounts, the Company shall pay the Executive a lump sum cash amount equal amounts provided for in this Section on the thirtieth (30th) day following the Executive’s death, or if termination is due to Disability, within thirty (30) days after the six (6) month anniversary of the date of such termination (but no later than the end of the calendar year in which such six (6) month anniversary occurs). (d) In addition to the product provisions of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each10(a), 10(b), or 10(c), hereof, as in effect as of immediately prior the case may be, to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares extent COBRA shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharesapplicable or as provided by law, the Executive will and/or his dependants shall be paid a lump sum cash amount within 30 days entitled to continuation of group health plan benefits for the periods provided by law following the date of termination of employment equal Termination Date if the Executive (or his survivors) makes the appropriate election and payments; provided, further, that if the Executive and/or his survivors are entitled to any amount withheld severance under Section 10(a) or 10(c) hereof, and the Executive and/or his survivors elect COBRA coverage under a group health plan maintained by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoCompany, the Company shall pay continue to contribute towards the cost of such coverage for the Executive over a 24-and/or his dependents for the twelve (12) month period in equal monthly installments following his Termination Date, at the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as same rate which was in effect as of upon the date of termination). In the event that the Executive is eligible such termination of employment. (e) Subject to receive the severance benefits provided for by this Section 4.4(a)18 hereof, the Executive shall not be eligible acknowledges that, upon termination of his employment, he is entitled to receive no other compensation, severance or other benefits under any other Company plan, policy, than those specifically set forth or agreementreferred to in this Agreement.

Severance. (a) If Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s 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: (i) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the 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 the Section 3(c) and Executive's ’s continued compliance with his obligations 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 date of Executive’s 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 date which is eighteen (18) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under this AgreementCOBRA expires), the Company shall have no obligation arrange to provide Executive and his or her eligible dependents who were covered under the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect Company’s health insurance plans as of the date of termination), 50% of which shall be paid Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to the those provided to Executive upon the first business day following the six month anniversary of and his dependents immediately prior to the date of termination of employment and such Separation from Service. If the remainder of which shall be paid Company is not reasonably able to 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 continue health insurance benefits previously accrued coverage 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 ’s insurance plans); PROVIDED, that in the 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 (y) the sum provide substantially equivalent coverage under other third-party insurance sources. If any 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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the Company’s health benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24are self-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect funded as of the date of terminationExecutive’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 (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 construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Company’s equity 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 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 eligible to receive offered employment with the severance benefits provided for by this Section 4.4(a)entity continuing the I&O Business, the or any parent or subsidiary thereof, then (1) Executive shall not be eligible entitled to receive any payments or benefits under this Section 3(a) as a result of such Separation from Service, 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 Executive’s employment under Section 3(b) below for purposes of determining the Company’s financial or further obligations to Executive upon such termination of employment, and (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 Company policy, plan, policyprogram, agreement or agreementarrangement, including, without limitation, any severance agreement between such individual and any entity.

Severance. Subject Executive acknowledges and agrees that this Separation Agreement does not stipulate a case of “Good Reason”, death or illness (as defined in Art. 4 of the Service Agreement) and that Executive is not entitled to any severance payments and benefits as set forth in Art. 4. of the Service Agreement in connection with the execution of this Separation Agreement or the changes to his services relationship as set forth in this Separation Agreement. Instead, if Executive (i) provides continuous services for the Company through the Termination Date or the date of garden leave as referred to in § 1 sub 2. of this Separation Agreement (as the case may be), (ii) re-executes the Release within five (5) days following the Termination Date, and (iii) provides the Transition Services to the Company and to Affiliated Companies during the Transition Term to the reasonable satisfaction of the Company and Parent, having considered in good faith what a similarly-situated, third party would deem satisfactory, then Executive will be eligible to receive the following severance payments and benefits: (1) an amount equal to $229,167 (reflecting 5/12 of Executive's ’s annual base salary), payable in the form of salary continuation in regular installments over the five (5) month period following the Termination Date (such period, the "Severance Term”) in accordance with the Company’s normal payroll practices; (2) Executive’s annual performance bonus for calendar year 2024 (the “2024 Bonus”). The amount of the 2024 Bonus shall be determined by the Board of Supervisory Directors of the Company based on actual performance for calendar year 2024 and determined in a manner consistent with 2024 Bonus decisions made for executive officers of the Company. The 2024 Bonus, to the extent earned as determined by the Board of Supervisory Directors of the Company in good faith, will be paid in a lump sum at the same time 2024 annual bonuses are paid to other executive officers of the Company, but in no event later than March 15, 2025; ATAI LIFE SCIENCES N.V. (3) immediate vesting of (x) any outstanding unvested equity awards (consisting of both options and restricted stock units) in the Company held by Executive as of the Termination Date that would have vested based solely on Executive’s continued compliance service through March 15, 2025, and (y) after giving effect to the foregoing subpart (x), fifty (50%) of the remaining, unvested option award granted by the Company to Executive by grant notice dated March 14, 2023 (having a strike price of $1.18 per share, the “March 2023 Option”); (4) subject to paragraph (5) below, the time period that Executive may have to exercise any vested stock options shall be extended until the first to occur of (x) the one year anniversary of the Termination Date or (y) the expiration of the remaining term of the applicable stock option, subject in each case to earlier termination in connection with his obligations under this a corporate transaction or event as provided in the 2020 Plan, the 2021 Plan, as applicable, and the applicable award agreement(s); (5) solely with respect to the vested portion of the March 2023 Option, the Parties agree as follows: a. notwithstanding the preceding Section 4, paragraph (4), subclause (x), the time period that Executive may have to exercise the vested portion of the March 2023 Option shall be extended to the two year anniversary of the Termination Date; and b. in consideration of the treatment of the March 2023 Option, without the prior written consent of the Company, Executive shall be prohibited from, directly or indirectly, selling or otherwise transferring the shares subject to the March 2023 Option until the one year anniversary of the Termination Date. (6) tax return preparation assistance for Executive’s 2023, 2024 and 2025 tax years by a mutually agreed firm with such costs to be reimbursed (net of taxes) to Executive to be provided for so long as Executive is subject to tax in the United States as a result of compensation paid by the Company, except that in no event shall the Company reimburse tax return preparation costs incurred by Executive after calendar year 2026; and (7) retain Executive’s Company-provided laptop; provided that the Company shall permanently delete all data stored on such laptop which is related to the business of the Company or of the Affiliated Companies, which the Company will promptly remove after the end of the Transition Term. To the extent unpaid as of the Termination Date, and subject to the terms and conditions of the Service Agreement, the Company shall have no obligation pay or provide to Executive the Executive other than: Accrued Obligations (i) as defined in the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusService Agreement), subject to the 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 (as and in effect as of the date of termination), 50% of which shall be paid to 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 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 accordance with the terms thereof. For the avoidance of the Company's benefit plans (excluding severance plans); PROVIDEDdoubt, that in the 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible entitled to receive severance benefits any further severance, separation, notice or similar payments of any kind under any other Company planthe Service Agreement, policy, including but not limited to the Change in Control Payment in article 4.3 of the Service Agreement or agreement.otherwise in connection with the termination of the Service Agreement and Service Relationship except as provided herein. ATAI LIFE SCIENCES N.V.

Severance. During the Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 3(d) or the Executive terminates his employment for Good 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 Executive's continued compliance with his obligations under this Agreementsatisfaction of the Release Condition, all within 60 days from the Company shall have no obligation to the Executive other than: Date of Termination, (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company Employers shall pay the Executive a lump sum in cash in an amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) 2.6 times the sum of (A) the Executive's annual base salary and ’s current Base Salary (or the Executive's target bonus amount (each, as ’s Base Salary in effect as of immediately prior to the Closing)Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the Date of Termination; and (ii) if the Executive was participating in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesEmployers’ group medical, any Purchased Parent Shares shall be returned vision and dental plan immediately prior to the Company in exchange for a refund Date of Termination, then the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, Employers shall provide the Executive will be paid with a lump sum cash amount within 30 days following the date of termination of employment payment equal to any (A) 18 times the amount withheld of monthly employer contribution that the Employers 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 Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted SharesEmployers; 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 Closing, in lieu of the benefit set forth in clause and (iii) the amounts payable under Subsections (i) and (ii) shall be paid in a lump sum within 60 days after the benefits set forth Date of Termination; provided, however, that if the 60-day period begins in clause (A) one calendar year and ends in a second calendar year, such amounts shall be paid in the immediately preceding proviso, second calendar year no later than the Company shall pay the Executive over a 24last day of such 60-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementday period.

Severance. Subject to the Executive's continued compliance with his obligations under (a) Although nothing in this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which 4 shall be paid construed to alter the Executive upon the first business day following the six month anniversary of the date of termination at-will nature of employment and the remainder of which shall be paid to 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)Section 1 above, if Executive is terminated by 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 (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachwithout Cause or resigns for Good Reason, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit 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 (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 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 connection with any Section 83(b) election made an amount not to exceed $20,000; Executive shall not be entitled to cash in lieu of outplacement services. If Executive is terminated by the Company without Cause, resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive with respect will be entitled to receive a pro rata bonus payment, at such time bonuses are paid to the New Parent Restricted Shares; PROVIDEDCompany’s other Senior Executives, FURTHER, that based on the number of months worked in the event that such termination applicable fiscal year of the Company (the “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment A. Company shall pay Executive the Salary Severance on the date which is the later 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 Senior Executives for the applicable year, or the date that is six months after the Closing but prior date of separation from service. Executive understands and agrees that Executive shall not be entitled to the first anniversary of the Closing, in lieu of the any other severance benefit not set forth in clause this Section 4, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) contributions following the termination of Executive’s employment. (iiib) In the event that Executive is qualified for and elects COBRA coverage under the benefits 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 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 set forth in clause 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 forfeited. (Ac) If Executive is terminated by the Company without Cause or resigns for Good Reason, and on the effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the immediately preceding provisoCompany’s common 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 “Blackout Period Severance”). Company shall pay Executive the Blackout Period Severance on the same date that the Salary Severance is paid. (d) For purposes of this Agreement, the Company shall pay have “Cause” to terminate the Executive over a 24-month period Executive’s services in equal monthly installments the product event of (x) two and (y) the sum any of the following acts or circumstances: (i) Executive's annual Base Salary plus the ’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 Maximum Bonus Amount ’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; (as in effect as iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the date business of terminationthe 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 material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a 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 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 Company’s affiliates). In the event ; provided, however, that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible deemed to receive severance benefits have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such breach is not fully corrected prior to the expiration of the thirty (30) calendar day period following delivery to Executive of the Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in reasonable detail. (e) Executive will be deemed to have a “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 Company’s obligations under this Agreement, (iii) the breach by the Company in any other respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the failure by the Company planto 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, policy(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 agreement(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 the Company suspends Executive due to an indictment of Executive on felony charges, provided that the Company continues to pay Executive’s salary and benefits.

Severance. Subject to Provided in any event that Executive complies with Section 6 below: (a) If the Executive's continued compliance with his obligations under this Agreement’s employment is terminated without Cause or she voluntarily resigns for Good Reason (each as defined above), the Company shall have no obligation to the will provide Executive other thanwith a severance package consisting of: (i) one hundred percent (100%) of her then current annual base salary paid in equal monthly installments over twelve (12) months following the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) fifty percent (50%) of the payment unvested portion of the Option shares (as defined above) and any deferred bonus, subject other equity awards (except the Restricted Shares which will vest on a pro rata basis to the provisions of Section 409A of extent 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 (as in effect targets have been met as of the date of termination) held by Executive on the date of termination shall vest and become immediately exercisable; (iii) a pro rata portion (based on days worked during the year in which Executive’s employment is terminated and percentage of achievement of annual performance goals) of the annual bonus for which Executive is eligible, if any, pursuant to Section 3(b); (iv) any earned and accrued annual bonus for which Executive is eligible pursuant to Section 3(b) for the year before the year in which Executive’s employment is terminated; and (v) an amount equal to twelve (12) months of premiums for coverage pursuant to COBRA, less normal withholding, paid monthly over twelve (12) months for the continuation of her health benefits for such period. (b) If the Executive’s employment is terminated with Cause, the Executive’s salary and other benefits specified in Section 3 shall cease on the date her employment terminates (the “Date of Termination”), 50% and the Executive will not be entitled to any compensation specified in Section 3 which was not required to be paid prior to the Date of which Termination. (c) If the Executive’s employment is terminated by the death or disability of the Executive (pursuant to Section 4(b)), the Executive’s compensation provided in Section 3 shall be paid to the Executive upon or, in the first business day following the six month anniversary event of the death of the Executive, the Executive’s estate, as follows: (i) the Executive’s then current base salary shall continue to be paid as if the Executive’s employment were terminated with Cause on the last day of the month during which such termination occurred; (ii) any earned and accrued annual bonus for which Executive is eligible pursuant to Section 3(b) for the year before the year in which Executive’s employment is terminated; and (iii) a pro rata portion (based on days worked during the year in which Executive’s employment is terminated and percentage of achievement of annual performance goals) of the annual bonus for which Executive is eligible, if any, pursuant to Section 3(b). (d) The receipt of any severance pursuant to this Section 5 will be subject to Executive signing and not revoking a separation agreement and release of claims in substantially the form attached as Exhibit A, but with any appropriate modifications, reflecting changes in applicable law, as is necessary or appropriate to provide the Company with the protection it would have if the release were executed as of the effective date of such release. No severance will be paid or provided until the separation agreement and release agreement becomes effective. (e) In addition to any other available remedies for such breach, a material breach of this Agreement or the Employee Non-Disclosure, Non-Competition & Non-Solicitation Agreement by Executive which, if curable, is not cured within fifteen (15) days after written notice to the Executive specifying the breach shall relieve the Company of its obligations pursuant to this Section 5. (f) In the event of termination of employment and the remainder of which shall be paid to 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 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 (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 set forth in clause (iv) with respect to ’s employment for 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a)reason, the Executive shall not be eligible under no obligation to receive seek other employment, and there shall be no offset against amounts due to her from the Company on account of any remuneration or benefits provided by any subsequent employment she may obtain. The parties agree that any amount paid Executive as severance benefits under pursuant to this Agreement is in lieu of and a substitute for any other amount(s) to which Executive would be entitled pursuant to any severance plan or program adopted by the Company plan, policy, or agreementfrom time to time.

Severance. Subject Provided Executive signs and delivers, and does not revoke, a general release in a form acceptable to the Executive's continued compliance with his obligations under this AgreementCompany in its sole discretion, (x) Executive shall be entitled to receive a severance payment equal to two (2) weeks of base salary for every full year that Executive was employed by the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusGroup, subject to the provisions of Section 409A of the Code; (iii) the a minimum payment of an amount equal to the sum twenty-six (26) weeks base salary and a maximum payment of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount fifty-two (as in effect as of the date of termination)52) weeks base salary, 50% of which shall be paid to 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 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 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 (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 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 (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the if 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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoproperly elects COBRA coverage, the Company shall pay will make payments to the Executive over insurance provider(s) equal to the amount due for Executive’s COBRA coverage payments for a 24-month period in of time equal monthly installments to the product number of (x) two and (y) the sum weeks of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the ’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 severance benefits provided Company for by this Section 4.4(a)fifteen (15) years, the Company will make monthly payments to the 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 receive 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) days following the expiration of the Notice Period, provided that Executive has executed the release agreement, returned it to the Company, and allowed the revocation period therefor to expire, by the end of the Notice Period. The release agreement will provide, among other things, for the 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 release confidential, subject to appropriate carve outs as required by law. Executive shall not be eligible entitled to receive severance 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 extent that Executive is entitled to accrued benefits under the express terms of any other Company plan, policy, plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the relevant plan documents or agreementapplicable law.

Severance. Subject In the event that Employee is subject to the Executive's continued compliance with his obligations under this Agreementa Change in Control Involuntary Termination, the Company Employee shall have no obligation be entitled to the Executive other thanreceive severance benefits as follows: (iA) the a lump sum cash payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of in an amount equal to two (2) times the sum higher of (1) the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of base salary which shall be paid Employee was receiving immediately prior to the Executive upon Change in Control or (2) the first business day following the six month anniversary of the date of termination of employment and the remainder of base salary which shall be paid Employee was receiving immediately prior to the Executive Change in equal installments each month thereafter for six months; Control Involuntary Termination (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“Salary Payment”); (vB) subject 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 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 Change in Control pursuant to the terms of the Company's benefit plans Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (excluding severance plans“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; PROVIDEDexcept 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 under Section 2(a)(i) and (ii) (other than the Accrued Benefits) are subject to Employee’s continued compliance with the Restrictive Covenants and 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 such termination the provision of subsidized COBRA benefits to Employee is within six months following likely to cause the Closing, (A) in lieu Company to become subject to excise tax as a result of the benefit set forth in clause Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (iiithe “Healthcare Reform Act”), the Company shall pay the Executive Employee a lump sum monthly amount in cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum amount of the Executive's annual base salary and COBRA subsidy during the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to period the Company in exchange is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for a refund of the full purchase price within 30 days following such return all salary, bonuses and (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect unpaid vacation accrued as of the date of terminationEmployee’s termination of employment (the “Accrued Benefits”) and up to three (3) consecutive months of outplacement services not to exceed $5,000 per month (with a provider and in a program selected by the Employee, provided Employee commences such services within ninety (90) days of Employee’s Change in Control Involuntary Termination date). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. (a) Except as provided in Section 3(c) below, if Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, 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 on the day that is sixty (60) days following the date of Executive’s Separation from Service: (i) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the 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, 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 the Section 3(d) and Executive's ’s continued compliance with his obligations Section 4, Executive shall be entitled to receive severance pay in an amount equal to one-hundred percent (100%) multiplied by the sum of (x) Executive’s annual base salary as in effect immediately prior to the date of US-DOCS\75068252.1 Executive’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); and (iii) Subject to Section 3(d) 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 twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under this Agreementthe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall have no obligation continue to provide Executive and his or her eligible dependents 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 Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Separation from Service. If any of the Company’s 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 (ii) the payment of any deferred bonusincluding, subject to the provisions of without limitation, Section 409A of the Code; (iii) Code and Section 2716 of the payment 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 sum of monthly premium payment for Executive and his or her eligible dependents who were covered under the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Company’s health plans as of the date of termination), 50% of which shall be paid Executive’s Separation from Service (calculated by reference to 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 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 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect premium as of the date of terminationSeparation from Service) as currently taxable compensation, in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. (a) Subject to Section 11 and Section 22 and to Executive’s execution, delivery and non-revocation of a general release substantially in the form attached hereto as Exhibit “A” (the “Release”), if a Termination (as defined below) of Executive's continued compliance with his obligations under this Agreement’s employment occurs at any time during the Term, the Company shall have no obligation to the Executive other than: (i) the payment Company shall continue to pay Executive compensation for the next twelve months on regular payroll dates at twice the rate of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination)Termination, 50% of which shall be paid to such compensation totaling over 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 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 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-twelve month period in equal monthly installments the product of two (x2) two and (y) the sum of the times Executive's annual ’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)Termination, (ii) following the first anniversary of the date of Termination the Company shall pay Executive an amount equal to 200% of the Base Salary in effect as of the date of Termination, such amount to be paid in equal payments on regular payroll dates over the next twelve months and (iii) beginning on the date of Termination the Company shall pay Executive an amount equal to the Executive’s Base Salary in effect as of the date of Termination, multiplied by the percentage of the calendar year of the termination that has lapsed through the date of Termination, such amount to be paid in equal payments on regular payroll dates over the next twenty-four months. The compensation payable under this subsection (a) shall be subject to any required tax withholding and shall commence on the Company’s first regular payroll date after the thirtieth day after the date of Termination, subject to Executive’s delivery to the Company, and non-revocation of, the executed Release. Fifty percent (50%) of each payment shall constitute “Severance Pay” and fifty percent (50%) shall constitute “Covenant Pay”. (b) Subject to Executive’s execution, delivery and non-revocation of the Release, Executive shall also be entitled for 24 months following the date of Termination to continue to participate at the same level of coverage and Executive contribution in any health, dental, disability and life insurance plans, as may be amended from time to time, in which Executive was participating immediately prior to the date of Termination. Such participation will terminate 30 days after Executive has obtained other employment under which Executive is covered by equal benefits. Executive agrees to notify the Company promptly upon obtaining such other employment. At the option of Executive, COBRA coverage will be available, as provided by law and/or Company policy, at the termination of extended benefits as provided above. (c) If Executive shall die following his Termination, the payments and benefits provided under this Section 10 shall be paid and/or provided, or continue to be paid and/or provided, as the case may be, to his estate. (d) In the event of Executive’s Termination, all stock options granted to Executive under the 2002 Equity Plan that are outstanding on the date of Termination shall automatically become vested and exercisable and shall remain exercisable for two years following the date of Termination or until their expiration pursuant to the terms of the applicable stock option award agreement, whichever is earlier. Upon Executive’s Termination, all Performance Awards granted to Executive under the 2002 Equity Plan shall be treated as provided in the Performance Share Unit Award Agreement as if Executive’s employment is Terminated by the Company involuntarily (other than for cause) immediately following a Change of Control, except that if Executive’s Termination occurs after the Committee determines that the Performance Goals have been attained but before the Payment Date (determined as though there is no Change of Control) the Performance Awards shall be treated and paid as if Executive continued to be employed by the Company through the Payment Date (determined as though there is eligible no Change of Control). All shares of Restricted Stock granted to receive the severance benefits provided for by this Section 4.4(a), the Executive and any deferred compensation granted to Executive shall not automatically be eligible to receive severance benefits under any other Company planvested. The provisions of this paragraph shall be deemed incorporated by reference into Executive’s stock option award, policyPerformance Award, or agreementRestricted Stock award and deferred compensation agreements accordingly.

Severance. Subject The Purchaser shall cause the Surviving Corporation to pay to each Severance Eligible Employee a Severance Benefit. For purposes of this section, a "Severance Eligible Employee" is a Company employee (other than those employees covered by Change in Control Agreements) who, on the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: Closing Date or within one year thereafter (i) is terminated for reasons other than for cause by the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Surviving Corporation, or (ii) voluntarily terminates employment with the payment Surviving Corporation after (A) the employee is notified that his or her place of any deferred bonus, subject employment is to be relocated to a location further than twenty-five miles from the provisions of Section 409A employee's work location as of the Code; Closing Date, or (iiiB) the employee's compensation level (which shall mean the employee's base salary or base wages plus the employee's current bonus opportunity) is reduced by 10% or more from the employee's compensation level as of the Closing Date. A "Severance Benefit means a lump sum payment of to such Severance Eligible Employee in an amount equal to the sum of (i) any amounts due and payable including the Executive's annual Base Salary plus the Executive's Maximum current year Prorated Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment defined below) and the remainder of which shall be paid due and accrued personal days and vacation due to the Executive in equal installments each month thereafter for six months; such employee, plus (ivii) 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 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 the employee's years of service with the Company and Surviving Corporation (xsubject to a minimum of 2 years of service and a maximum of 12 years of service) multiplied by the multiple set forth on ATTACHMENT 1 and employee's Average Weekly Pay. The employee's "Average Weekly Pay" shall equal the quotient of (yi) the sum of the Executiveemployee's (A) annual base salary and the Executive's target bonus amount or annual base wage (each, as in effect as of determined immediately prior to the Closingemployee's termination date or the Closing Date, whichever results in a larger amount), plus (B) in lieu the employee's Prorated Bonus, divided by (ii) 52 weeks. For purposes of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharespreceding sentence, any Purchased Parent Shares each employee's "Prorated Bonus" shall be returned to calculated as follows: (i) if the Company in exchange for a refund of respective employee's termination date is less than three months into the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesSurviving Corporation's fiscal year, the Executive will be paid a lump sum cash amount within 30 days following Prorated Bonus equals zero, (ii) if the respective employee's termination date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is at least three months but less than six months after into the Closing but prior to Surviving Corporation's fiscal year, the first anniversary Prorated Bonus equals the employee's targeted bonus, prorated for the actual number of months employed during the ClosingSurviving Corporation's fiscal year, in lieu of the benefit set forth in clause and (iii) if the respective employee's termination date is at least six months into the Surviving Corporation's fiscal year, the Prorated Bonus equals the employee's actual or targeted bonus, whichever is greater, prorated for the actual number of months employed during the Surviving Corporation's fiscal year. For bonuses that are earned and paid on a monthly basis, the benefits set forth in clause (A) payment shall be average of the bonuses paid in the immediately preceding proviso, the Company last six months. Each Severance Eligible Employee who is terminated shall pay the Executive over be provided a 24-month period in equal monthly installments the product of (x) two and (y) the sum written notice of the Executiveemployee's annual Base Salary plus termination ("Termination Notice") and a Severance Eligible Employee who has received a Termination Notice will not receive the Executive's Maximum Bonus Amount (as in effect as of Severance Benefit unless the date of termination)employee works until his scheduled termination date; provided however that the Surviving Corporation may waive this requirement. In the event that a person's compensation has been reduced and the Executive is eligible employee chooses to receive the severance benefits provided for by this Section 4.4(a)continue to work, the Executive shall not employee would be eligible to receive for a partial severance benefits under any other Company plan, policy, or agreementpayment calculated as it would have been but multiplied by the percentage of the salary reduction.

Severance. Subject to (i) Upon termination by the Company of the Executive's continued compliance employment with the Company for any reason other than for Cause (as defined below), or upon termination by the Executive of his employment with the Company for Good Reason (as defined below) within thirty (30) days of the occurrence of the circumstances giving rise to such Good Reason, then (i) the Executive shall be entitled to receive payment of any accrued and owing Base Salary for the applicable period, (ii) a lump-sum payment equal to one year's Base Salary at its then current rate, payable in a lump-sum sixty (60) days following the Executive's Separation from Service (as defined in section 409A of the Internal Revenue Code of 1986, as amended (the "Code")), (iii) the Executive shall vest as to an additional twenty percent (20%) of the shares subject to the Restricted Stock award and (iv) the Executive shall vest as to such additional portion of the shares subject to any then outstanding Deferred Shares Awards as is provided in the applicable Deferred Share Award agreements. (ii) Except for indemnification obligations under this Agreementapplicable indemnification agreements (including indemnification obligations contained in the Company charter and by-laws) and insurance policies, and vested rights in benefit plans of the Company, if any, the Company shall have no obligation to the Executive other thanin the case of any such termination except as set forth in this Section 4(g). (iii) Payment of any severance and the Executive's entitlement to any vesting acceleration are conditioned upon (A) the Executive signing a separation agreement prepared by the Company which includes a general release of claims and (B) the Executive's compliance with the restrictive covenants set forth in the Non-Compete, Non-Solicitation and Confidentiality Agreement between the Executive and GSL, effective as of April 9, 2006, attached hereto as Appendix C (the "Non-Compete, Non-Solicitation and Confidentiality Agreement"). (iv) For the sake of clarity, the severance payment provided for herein shall be in lieu of any amount to which the Executive would be entitled under the Company's severance policy, if any, in effect at the time of the termination. (v) In the event that the Executive's employment terminates due to death or becoming Disabled during the Term of this Agreement: (ix) the Executive (or the Executive's estate or appropriate beneficiary) shall receive a lump-sum cash payment equal to six (6) months of his then existing Base Salary (to be paid sixty (60) days following such death or determination of disability), (y) the Executive shall be entitled to two (2) years of group health and welfare benefits (including the conversion of any life or disability policies) at the Company's expense, and (z) the unvested portion of the Restricted Stock and Deferred Shares Award, if any, shall immediately vest in full. The Executive shall be considered "Disabled" as determined by the Board of Directors in good faith, taking into account circumstance where the Executive is entitled to any benefits under any long-term disability income plan of the Company applicable to the Executive. (vi) In the event the Executive becomes entitled to any payments of severance under this Section 2(g) and the Executive is a "specified employee" within the meaning of Section of 409A(a)(2)(B)(i) of the Code, the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to severance shall be delayed in accordance with the provisions of such section to the extent necessary or appropriate to avoid adverse tax consequences under Section 409A of the Code; (iii) . Furthermore, it is intended that the Agreement shall comply with the provisions of section 409A of the Code and the Treasury Regulations relating thereto so as not to subject the Executive to the payment of an amount equal additional taxes and interest under section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions, and to the sum extent that any regulations or other guidance issued under section 409A of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as Code would result in effect as of the date of termination), 50% of which shall be paid to 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 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) being subject to the provisions payment of Section additional income taxes or interest under section 409A of the Code, immediate payout the parties agree to amend this Agreement in order to avoid the application of benefits previously accrued such taxes or interest under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms section 409A of the Company's benefit plans (excluding severance plans); PROVIDED, that in the 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementCode.

Severance. Subject In no way limiting the Company’s policy of employment at will: (a) If Employee's employment with the Company is terminated by the Company without Cause or by Employee with Good Reason prior to the Executive's continued compliance 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 “Release Date”): (i) 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 (the "Release Agreement"), (ii) any revocation right of the Employee under such Release Agreement shall have expired, and (iii) 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 purposes of the MIP in effect for the year in which the Termination Date occurs (determined regardless of the actual results of the Company for that year), payable in nine (9( monthly installments equal to one-ninth of such severance compensation, subject to required withholding, payable at the end of each of the next nine (9) full calendar months following the first full calendar month following the Release Date. (b) 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 any non-compete obligation. (c) If Employee's employment with the Company is terminated for Cause or death or Disability, or Employee resigns without Good Reason, Employee shall be entitled to receive only: (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 entitled to be reimbursed; and (iv) any other earned but unpaid compensation, if applicable, as of the Termination Date. (d) For purposes of this Agreement, the Company following terms shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit meanings 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.below:

Severance. Subject If the Employment Period ends as a result of either (A) Executive’s employment by the Company being terminated by the Company without Cause (as defined in Section 4(d)) or (B) Executive resigning from Executive’s employment by the Company for Good Reason (as defined in Section 4(d)), then, subject to the Executive's continued compliance with his obligations under this AgreementSection 4(c) hereof, the Company shall have no obligation shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusfollowing, subject to the provisions of Section 409A of the Code; 11 hereof: (iiii) the payment of an amount equal to the lesser of (A) [$ ] and (B) the sum of the (x) Executive's ’s annual Base Salary plus in effect on the Executive's Maximum Employment Termination Date and (y) 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 (such lesser amount, the “Cash Severance”) (provided that, notwithstanding the foregoing, if the Employment Termination Date occurs prior to Executive having received a Year End Bonus Amount for calendar year 2014, then the Cash Severance shall be [$ ]), with fifty percent (50%) of the Cash Severance payable to Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in effect 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 termination)the Employment Termination Date, 50% of which 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 Executive upon 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 business sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the six month anniversary 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 date 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 termination (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 such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and (ii) a pro-rata portion (determined by multiplying the amount of employment 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 remainder denominator of which shall be paid to is 365) of Executive’s target Year End Bonus for the Executive in equal installments each month thereafter for six months; calendar year (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 benefitswith such target Year End Bonus being, except as otherwise required expressly specified in Section 3(d) hereof, as reasonably determined by the Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the Employment Termination Date relative to the hurdles set) 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; 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 [$ ] minus the amount of Cash Severance; and if the amount of Cash Severance is equal to [$ ] 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 Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law or by and the terms of such plan) which covers Executive (and Executive’s eligible dependents) during the Company's benefit plans Health Care Reimbursement Period (excluding severance plansdefined below); PROVIDED, provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the conclusion of the Health Care Cost Reimbursement Period (as defined below) reimburse Executive for COBRA premiums, subject to the Company determining that reimbursement of such premiums would not reasonably be expected to result in the event that such termination is within six months following imposition of any excise taxes on the Closing, (A) in lieu Company for any failure to comply with the nondiscrimination requirements of the benefit set forth Patient Protection and Affordable Care Act of 2010, as amended, in clause (iii)each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the period commencing on the date Executive ceases to be employed by the Company shall pay and ending on the Executive a lump sum cash amount equal earliest to the product occur of (x) the multiple set forth on ATTACHMENT 1 and date three months after the Employment Termination Date (or six months after the Employment Termination Date if the Company has made a Non-Competition Extension Election (as defined in Section 9(a)), (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 set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to date on which the Company in exchange for a refund of the full purchase price within 30 days following such return can no longer provide Executive with COBRA benefits under applicable law and (Cz) 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 on which Executive becomes eligible for health care coverage under the plan of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsubsequent employer.

Severance. Subject to (i) If the Executive's continued compliance with his obligations ’s employment is terminated without Cause by the Company under this AgreementSection 3(c) or by the Executive for Good Reason under Section 3(d) in the absence of a Change in Control (as defined in the Company’s 2015 Equity Incentive Plan, the Company shall have no obligation (A) continue to pay the Executive his base salary as in effect on the Date of Termination, paid in accordance with the Company’s usual payroll practices, for a period of 18 months following the Date of Termination, (B) accelerate the vesting of the unvested portion of any equity awards held by the Executive to the extent of 12 additional months upon the Date of Termination and (C) if the Executive other than: (i) is participating in the payment Company’s employee group health insurance plans on the Date of Termination, continue such benefits for a period of 6 months following the Executive's earned and unpaid compensation through the effective date Date of such termination; Termination. (ii) If the payment of any deferred bonusExecutive’s employment is terminated without Cause by the Company under Section 3(c) or by the Executive for Good Reason under Section 3(d) within the twelve month period following a Change in Control, subject to the provisions of Section 409A of Company shall (A) pay the Code; (iii) the payment of Executive an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (2.0 times his base salary as in effect as on the Date of the date of termination), 50Termination plus 100% of which shall be paid to 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 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 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 (y) the sum of the Executive's his target annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing)bonus, (B) accelerate in lieu of full the benefit set forth in clause (iv) with respect to any Purchased Parent Sharesvesting on all outstanding, any Purchased Parent Shares shall be returned to unvested equity awards held by the Company in exchange for a refund of the full purchase price within 30 days following such return Executive and (C) if the Executive is participating in lieu the Company’s employee group health insurance plans on the Date of Termination, continue such benefits for a period of 12 months following the Date of Termination. (iii) The payment to the Executive of the benefit amounts payable under this Section 4(b) shall (A) be contingent upon the execution by the Executive of a release in a form reasonably acceptable to the Company and (B) constitute the sole remedy of the Executive in the event of a termination of the Executive’s employment in the circumstances 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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a4(b), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.”

Severance. Subject to (a) If Employee has a separation from service (a “Separation from Service”) within the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions 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 without Cause (as defined below in Section 1(e)) within twelve (12) 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 Release (as defined below in Section 1(c)): (i) 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 (iiiii) the payment of 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 twelve (12) months’ of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (Employee’s base salary, as in effect as of immediately prior to the date of terminationEmployee’s Separation from Service, payable in a lump sum within ten (10) days following the effective date of Employee’s Release (as defined below in Section 1(c)); provided, 50% however, that, in the event that the timing of which 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 paid to the Executive upon payable until 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 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 event that such termination is within six months taxable year 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementEmployee’s Separation from Service.

Severance. Subject A. If the Employer terminates the Executive’s employment under this Agreement for any reason other than for Cause pursuant to Section 6C, (including for clarity, as a result of the Employer electing not to renew this Agreement for an additional one-year term under Section 2), or if the Executive resigns and terminates this Agreement for Good Reason as provided in Section 8 (each a “Qualifying Termination”), the Employer shall pay to the Executive's continued compliance with Executive that portion of his obligations Base Salary and Target Bonus which has been earned up to the date of such termination, in addition to Other Benefits through the date of such termination and the reimbursement of any expenses as provided in Section 5. For the purposes of clarity, the Executive shall have no right to the benefits provided under Section 9 in the event of termination under Sections 6.A. or 6.B. – neither of which constitute a Qualifying Termination under this Agreement, . B. In connection with a Qualifying Termination that occurs at any time other than in connection with or within the Company shall have no obligation to the Executive other than: twelve (i12) the payment of the Executive's earned and unpaid compensation through month period following the effective date of such terminationa Change in Control Event, and provided Executive timely signs and does not revoke as may be permitted by law a general release of claims in a form similar to that attached as Exhibit C (the “Release”) in accordance with the terms of Section 9.D. and remains in compliance with Section 12 below with respect to non-competition, the Employer shall, commencing on the first payroll date following sixty (60) days from the effective date of the Executive’s Qualifying Termination (i) pay to the Executive on a semi-monthly basis, a Severance equal to (a) the Base Salary for the term of the Non-Competition Period; and (b) the pro rata Target Bonus based on the term of the Non-Competition Period calculated in reference to the calendar year of the Executive’s Qualifying Termination (ii) the payment Board may, in its sole discretion, elect to accelerate the vesting of any deferred bonusoutstanding, unvested stock options and other equity awards granted to Executive pursuant to Section 4.C. above; and (iii) subject to Executive’s timely election of continuation coverage under COBRA, the provisions Employer shall reimburse the Executive the monthly premium payable to continue his and his eligible dependents’ participation in the Employer’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for the term of the Non-Competition Period, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Employer shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Employer paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. All reimbursements of COBRA premiums under this Section 9.B. will be paid automatically on a monthly basis in compliance with any applicable requirements of Section 409A of the Code; . C. In connection with a Qualifying Termination that occurs in connection with or within the twelve (iii12) month period following the effective date of a Change in Control Event, and provided Executive timely signs and does not revoke the Release in accordance with the terms of Section 9.D., the Employer shall, commencing on the sixtieth (60th) day following the effective date of the Executive’s Qualifying Termination (i) make a lump sum payment of to the Executive in an amount equal to two (2) times the sum of the Executive's annual Base Salary plus and the Target Bonus relating to the calendar year of the Executive's Maximum Bonus Amount ’s Qualifying Termination; (as in effect as ii) fully vest all of the date of terminationstock options and other equity awards (if any) granted to Executive pursuant to Section 4.C. above (with all performance vesting awards being deemed achieved at target), 50% of which shall be paid to 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 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); (viii) subject to Executive’s timely election of continuation coverage under COBRA, reimburse the provisions Executive the monthly premium payable to continue his and his eligible dependents’ participation in the Employer’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Employer shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Employer paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. All reimbursements of COBRA premiums provided under this Section 9.C. will be paid automatically on a monthly basis in compliance with any applicable requirements 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 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject to the Upon termination of Executive's continued compliance with his obligations under this Agreementemployment for any reason, the Company Executive shall have no obligation to the Executive other than: receive payment of (i) the payment of the Executive's earned and unpaid compensation Base Salary, as then in effect, through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment (the "TERMINATION DATE"), and (ii) all accrued vacation, expense reimbursements and any other benefits (other than severance benefits, except as provided below) due to Executive through the Termination Date in accordance with established Company plans and policies or applicable law (the "ACCRUED OBLIGATIONS"). In addition, the following shall apply: (a) TERMINATION BY COMPANY OTHER THAN FOR CAUSE, BY EXECUTIVE FOR GOOD REASON, DUE TO DEATH OR DISABILITY, OR UPON EXPIRATION. If Executive's employment with the Company is terminated by the Company for any reason other than Cause, by Executive for Good Reason, due to Executive's death or disability, or if the Employment Term is not renewed for reasons other than those that would otherwise constitute for Cause or Good Reason, then Executive will be entitled to: (i) a lump-sum amount equal to Executive's Base Salary, as then in effect, for a period of twelve (12) months following the Termination Date (the "SEVERANCE PERIOD"), payable in four (4) equal installments, the first installment to be paid immediately upon the Termination Date, and the remainder of which shall second, third and fourth installments to be paid at the end of each successive ninety (90) day period following the Termination Date; (ii) a lump-sum amount equal to the Annual Bonus to which Executive would be entitled for the then-current Fiscal Year (determined in accordance with the methodology set forth in Section 3(b) of the Agreement and utilizing, for purposes of the component described in Section 3(b)(i) of the Agreement, an Operating Income amount derived by annualizing the financial results for the then-current Fiscal Year up to the Termination Date), payable in four (4) equal installments, the first installment to be paid immediately upon the Termination Date, and the second, third and fourth installments to be paid at the end of each month thereafter successive ninety (90) day period following the Termination Date; (iii) continued payment by the Company of the group medical, dental and vision continuation coverage premiums for six monthsExecutive and Executive's eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended ("COBRA") under the Company's group health plans, as then in effect, until the earlier of (A) the date Executive first becomes eligible for coverage under a subsequent employer's group health plan, (B) the date such coverage terminates under applicable law or (C) twelve (12) months after the Termination Date (subsections (i)-(iii) of this paragraph collectively, "SEVERANCE"); (iv) treatment immediate full vesting on the Termination Date in that portion of Executive's stock options, restricted stock and other similar rights that would have vested during the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) Severance Period; and (d); (v) subject the right to exercise the provisions vested portion of Section 409A Executive's outstanding options until the earlier 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 event that such termination is within six months following the Closing, (A) in lieu of one (1) year from the benefit set forth in clause (iii)Termination Date, 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 (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), or (B) in lieu the end of the benefit set forth in clause (iv) with respect to term of 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementapplicable option.

Severance. Subject to (a) If the Executive's continued compliance with his obligations under this Agreement, Term is terminated by the Company shall have no obligation to the Executive other than: for Cause, (i) the payment of Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive's earned ’s accrued and unpaid compensation base salary through the effective 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 termination occurred; (ii) the payment Company will make payments for one (1) year of any deferred bonus, subject all compensation otherwise payable to the provisions of Section 409A of the CodeExecutive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits; and (iii) the payment of an amount equal to the sum all of the Executive's annual Base Salary plus ’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 Maximum Bonus Amount (as ’s death or Disability, in effect as of the date of termination)addition to any other remedies available, 50% of which shall be paid to or if the Executive upon terminates the first business day following Term for Good Reason, (i) the six month anniversary of the date of termination of employment Company and the remainder of which shall be paid to 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company Partnership shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and one (y1) times the sum of (A) the Executive's ’s then annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu the amount of the benefit set forth in clause Executive’s bonus for the preceding year; (ivii) all of the Executive’s unvested stock options and restricted stock will immediately vest and such options, along with respect to any Purchased Parent Sharesthose previously vested, any Purchased Parent Shares shall be returned to the Company in exchange will become exercisable for a refund period of the full purchase price within 30 days following such return and one (C1) 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 in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Sharesyear thereafter; 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 Closing, in lieu of the benefit set forth in clause and (iii) and the Company shall continue in effect the Executive’s health insurance benefits set forth 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 clause (Ad) in of Section 6 hereof shall be increased from one times to two times. (f) If at any time the immediately preceding provisoTerm is not extended pursuant to the proviso to Section 1 hereof as a result of the Company giving notice thereunder that it elects to permit the term of this Agreement to expire without extension, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of be deemed to have terminated the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount ’s employment without Cause. (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a)g) As used herein, the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.term “Cause” means:

Severance. Subject In the event that Employee is subject to the Executive's continued compliance with his obligations under this Agreementa Change in Control Involuntary Termination, the Company Employee shall have no obligation be entitled to the Executive other thanreceive severance benefits as follows: (iA) the payment of the Executive's earned and unpaid compensation through severance payments for twenty-four (24) months after the effective date of such terminationthe 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; (iiB) the a lump sum cash payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of 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 sum of base salary rate used in clause (A) above) (the Executive's annual Base Salary plus the Executive's Maximum “Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to 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 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 (dPayment”); (vC) subject 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 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 Change in Control pursuant to the terms of the Company's benefit plans Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (excluding severance plans“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; PROVIDEDexcept 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 under Section 2(a)(i) and (ii) (other than the Accrued Benefits) are subject to Employee’s continued compliance with the restrictive covenants in Section 4 and 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 such termination the provision of subsidized COBRA benefits to Employee is within six months following likely to cause the Closing, (A) in lieu Company to become subject to excise tax as a result of the benefit set forth in clause Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (iiithe “Healthcare Reform Act”), the Company shall pay the Executive Employee a lump sum monthly amount in cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum amount of the Executive's annual base salary and COBRA subsidy during the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to period the Company in exchange is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for a refund of the full purchase price within 30 days following such return all salary, bonuses and (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect unpaid vacation accrued as of the date of terminationEmployee’s termination of employment (the “Accrued Benefits”) and up to three (3) consecutive months of outplacement services not to exceed $5,000 per month (with a provider and in a program selected by the Employee, provided Employee commences such services within ninety (90) days of Employee’s Change in Control Involuntary Termination date). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject to (a) If the Executive is employed by the Successor (as defined in Section 8(a) below), and if within one year after a Change of Control, the Executive's continued compliance with his obligations under this Agreement, employment is terminated (as defined below) for any reason other than for Cause (as defined below) by the Company shall have no obligation to Successor or for Good Reason (as hereinafter defined) by the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject hereinafter referred to the 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 (as in effect as of the date of termination), 50% of which shall be paid to 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 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiia "Non-Cause Termination Of Employment"), the Company shall pay the Executive: (i) a lump sum cash severance payment in the amount of (A) two years of the Executive's total annual compensation in effect at the time of Non-Cause Termination of Employment, it being understood that the Executive's total annual compensation consists of base salary plus any then applicable incentive or bonus amount calculated at 100% of the target bonus for Executive for the then current fiscal year, or, if greater, (B) $1,000,000 ("Base Severance") plus an additional amount equal to 100% of the Base Severance; and (ii) continued payment by the Company on behalf of the Executive, for a period of two years following the Non-Cause Termination of Employment of Executive, for benefits substantially similar to those to which the Executive was entitled on the date of the Change of Control ("Benefits Continuation"). However, if the Executive becomes employed during the two-year period described in the preceding sentence: (i) the Executive must immediately notify the Company in writing of the identity of Executive's new employer; and (ii) the Company's obligation to continue to pay for Benefits Continuation will terminate as of the date Executive is first so employed. The severance payment required pursuant to this section will be made by the Company within ten (10) days following Non-Cause Termination of Employment and the amount paid will be net of withholding taxes and all usual payroll deductions. (b) In the event of Executive's Non-Cause Termination of Employment: (i) prior to or in the absence of a Change of Control; or (ii) more than one year following a Change of Control following which the Executive continues to be employed by the Company, the Company shall: (i) pay the Executive a lump sum cash severance payment in the amount equal to the product of (xA) the multiple set forth on ATTACHMENT 1 and (y) the sum two years of the Executive's annual base salary and in effect at the Executive's time of Non-Cause Termination of Employment, it being understood that base salary shall, in such an instance, not include any incentive or then applicable target bonus amount (eachamount, as in effect as of immediately prior to the Closing)or, if greater, (B) in lieu the Base Severance; and (ii) for a period of two years from the date of the benefit set forth Non-Cause Termination, pay on behalf of the Executive, for benefits substantially similar to those to which the Executive was entitled on the date of the Non-Cause Termination of Employment. Further, in clause (iv) with respect the event of a Non-Cause Termination of Employment of the Executive, all stock options that were unvested as of July 1, 2001 shall immediately vest 100%. All other options held by Executive shall continue to any Purchased Parent Shares, any Purchased Parent Shares vest for one year after the date of such Non-Cause Termination under this Section 6.b. and shall be returned to exercisable for a period of fifteen months from and after such date of Non-Cause Termination under this Section 6.b. However, if the Executive becomes employed during the one-year period described in the preceding sentence: (i) the Executive must immediately notify the Company in exchange for a refund writing of the full purchase price within 30 days following such return identity of Executive's new employer; and (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (yii) the sum of the ExecutiveCompany's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect obligation to continue to pay for Benefits Continuation will terminate as of the date Executive is first so employed. The severance payment required pursuant to this section will be made by the Company within ten (10) days following Non-Cause Termination of termination). In Employment and the event that amount paid will be net of withholding taxes and all usual payroll deductions. (c) If (i) the Executive's employment is terminated for Cause by either the Company or by a Successor, (ii) the Executive is eligible continues to receive be employed by the severance benefits provided Company following a Change of Control, or (iii) the Executive voluntarily resigns, other than for by this Section 4.4(a)Good Reason, the Executive shall not be eligible entitled to nor shall the Executive receive any severance benefits under any other Company planpayment whatsoever. (d) For purposes of this Agreement, policy"Cause" shall mean the occurrence of one or more of the following: (i) Executive's conviction by, or agreemententry of a plea of guilty or nolo contendre in, a court of competent jurisdiction for any crime which constitutes a felony in the jurisdiction in which the conduct alleged to constitute the felony occurred; (ii) Executive's misappropriation of funds or property or commission of an act of fraud, whether prior or subsequent to the Effective Date; (iii) gross negligence or recklessness by the Executive in the scope of the Executive's services to the Company; (iv) a breach by the Executive of a material provision of this Agreement which is not cured within 30 days of notice; (v) a willful failure by the Executive substantially to perform his or her duties and responsibilities as an Executive after notice of such failure; or (vi) a material breach by the Executive of the Company's policies or procedures.

Severance. Subject (a) Effective as of the Closing Date, Buyer shall have in effect a severance plan covering Continued Non-Union Employees that contains terms identical in 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 whose employment with Buyer is terminated involuntarily by Buyer other than for cause on or prior to, in the case of Continued Non-Union Employees, three years after the Closing Date and, in the case of Continued Union Employees, the expiration date of the 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 Section 9.08(b), Buyer shall pay the Continued Non-Union Employee a lump sum equal to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: excess of (i) the payment actuarial equivalent of the ExecutiveEmployee's earned "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 unpaid such Employee's base and incentive compensation through for such deemed additional period was the effective same as in effect on the date of such termination; Employee's termination of employment with Buyer, over (ii) the payment actuarial equivalent of any deferred bonussuch Employee's "actual benefit" under the applicable Buyer's Pension Plans, subject to the 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 (as in effect as of the date of termination)such Employee's termination of employment from Buyer. For the purpose of the foregoing sentence, 50% (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 be paid refer to the Executive upon monthly pension payable to such Employee under the first business day following applicable Buyer's Pension Plans commencing as of the six month anniversary 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 and from Buyer, determined on the remainder basis of which shall be paid the interest rate used to determine the amount of lump sum distributions and, to the Executive extent applicable, other actuarial assumptions then in equal installments each month thereafter for six months; (iv) treatment 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 New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) Employee's position and job responsibilities. Buyer shall also continue to provide or cause to be provided to any such terminated Continued Employee health insurance coverage and group term and universal life insurance coverage at the same rates as described below in Section 4.4(b), (c) and (d); (v) subject for active Continued Employees for a period equal to the provisions number of Section 409A weeks of separation allowance which any such terminated Continued Employee is entitled to from Buyer. Buyer shall have the right to require a release in form reasonably satisfactory to Buyer as a condition for eligibility to receive such separation allowance. The allowance 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, Buyer shall assign a Continued Non-Union Employee to work on a regular basis at a location that is more than fifty miles from the location to which such Employee is assigned as of the CodeClosing Date, immediate payout of Buyer shall offer such Employee the option to terminate employment and receive the severance 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 set forth in the event that such termination is within six months following the Closing, (Athis Section 9.08(b) 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementreassignment.

Severance. Subject (a) In the event CEO resigns with good reason, CEO's employment is terminated without cause, or Sound Transit elects to exercise its option not to renew the Executive's continued compliance with his obligations under this AgreementAgreement pursuant to Section 2, CEO shall be eligible for the Company shall have no obligation to the Executive other than: following severance pay and benefits: (i) the payment Payment of the ExecutiveCEO's earned and unpaid compensation through then-current Base Salary for a period of six (6) or twelve (12) months (180 or 365 days), per sub-section (b) below, measured from the effective date of such termination; resignation with good reason, termination without cause, or non-renewal (the "Severance Period"), together with all scheduled contributions, if any, to CEO's 401(a) and 457(b) plans for the Severance Period. (ii) the payment Payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an a single lump sum in a net amount equal to the sum aggregate cost of the Executivepremiums for COBRA continuation coverage for CEO and/or CEO's annual Base Salary plus dependents during the Executive's Maximum Bonus Amount Severance Period, provided that CEO timely elects such coverage. (as in effect as iii) Payment of the date cash value of terminationone hundred percent (100%) of CEO's accrued, unused vacation, and twenty-five percent (25%) of CEO's accrued, unused sick leave, subject to routine payroll deductions and withholding. (b) During the initial Term of this Agreement (December 1, 2018 through December 31, 2021) and the first renewal Term (calendar year 2022), 50% of which the Severance Period shall be paid to twelve (12) months (365 days). During the Executive upon second and third renewal Terms (calendar years 2023 and 2024, respectively), the first business day following the six month anniversary of the date of termination of employment and the remainder of which Severance Period shall be paid to the Executive in equal installments each month thereafter for six months; (iv6) treatment of the New Parent Restricted Shares months (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b180 days), . (c) There is no automatic renewal of the Agreement after calendar year 2024 and expiration of the last automatically renewed Term shall not entitle CEO to severance pay and/or benefits. (d) All payments and contributions described at sub-sections (a) and (db); , above, shall be subject to payroll taxes and required withholding, any additional withholding to which CEO has Page IS of9 agreed, and any outstanding obligations owed by the CEO to Sound Transit, and shall be made in accordance with Sound Transit's regular payroll policies and practices, as currently in effect or hereafter modified at Sound Transit's discretion. (ve) All payments and contributions described at sub-sections (a) and (b), above, shall be conditioned on CEO's execution, and non-revocation, of a comprehensive release of claims substantially in the form attached hereto as Exhibit B. (t) The foregoing provisions are intended to be exempt from or comply with the requirements of Internal Revenue Code Section 409A, and the final regulations and any guidance promulgated thereunder (collectively, "Section 409A"), so that none of the severance payments and benefits to be provided hereunder will be subject to the provisions additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Sound Transit and CEO agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition 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 any additional tax or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the 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 (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately income recognition prior to actual payment to CEO under Section 409A. Notwithstanding the Closing)foregoing, (B) in lieu of the benefit set forth in clause (iv) Sound Transit makes no representation or warranty to CEO with respect to any Purchased Parent Sharestax, economic or legal consequences of any Purchased Parent Shares payments or benefits provided hereunder, including without limitation under Section 409A, and no provision of the Agreement shall be returned interpreted or construed to the Company in exchange transfer any liability for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) failure to comply 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 in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on 409A from CEO or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, individual to Sound Transit or agreementany of its affiliates.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment In further consideration of the Executiveentering into of this Agreement by Employee, Daleen agrees to entitle Employee to a severance pay benefit based upxx xxxe salary dependent upon the duration of Employee's earned employment with Daleen, determined as follows: a) One hundred and unpaid compensation through eigxxx xxys (180) or less of employment will result in 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) or less of employment will result in a severance benefit equal to twelve (12) months salary subject to a twelve (12) month Non-Compete period; c) The Company reserves the effective date right to waive the Non-Compete period. If DTI waives the Non-Compete Period in it's entirety or any portion of such termination; (ii) it, there shall be no severance benefit paid for the payment period that has been waived. Daleen shall pay the foregoing severance benefit in accordance with pxxxxxx policies in effect at the time of separation. Employee shall not be entitled to any deferred bonus, severance benefit if terminated by Daleen "for cause" or if Employee voluntarily resigns from his or her xxxxxyment with Daleen subject to the provisions of the Non-Compete period in 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 (as 0(x). As used in effect as of the date of termination), 50% of which this Agreement determination "for cause" shall be paid to the Executive upon the first business day following the six month anniversary of the date of defined as termination of employment and the remainder of which shall be paid to 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 Employee by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that Daleen in the event that such termination is within six months following the ClosingEmployee has been convicted of any felony or, in xxx xxse of other crimes, involving moral turpitude or dishonesty, or for any breach by Employee of any agreement with Daleen or of its employment or business policies (A) in lieu including without limitation theft or misuse of the benefit set forth in clause (iiicompany property), 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 (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 set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange or for a refund of the full purchase price within 30 days following such return and (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company planact or omission by Employee which does not fit into the previous categories but which Daleen in good faith believes has occurred to its detriment and about xxxxx Employee has received at least one (1) written warning by Daleen and despite such prior written warning, policy, Employee has a second xxxxxxon committed such act or agreementomission.

Severance. If the Company terminates the Executive’s employment pusuant to Section 4(a) above, the Executive’s employment is terminated pursuant to Section 4(b) above, the Company terminates the Executive’s employment without “cause” pursuant to Section 4(c) above, or the Executive’s employment terminates as a result of a Notice of Non-Extension provided to the Executive by the Company pursuant to Section 2 above, then, subject to the Executive’s (or, if applicable, his estate’s) execution of the Release attached hereto as Exhibit A (or in a substantially similar form as the Company deems necessary in order to comply with then applicable law) (the “Release”) and the Release becoming effective in accordance with its terms not later than the 60th day following the Executive’s termination of employment, the Executive shall be entitled to receive, as severance payments (such severance payments being the Executive’s sole entitlement upon any such termination), one (1) year of his then Base Salary, payable in accordance with the Company’s payroll schedule in effect from time to time. Subject to the last paragraph of this Section 4(e), such severance payments will begin to be paid on the 60th day following the Executive's continued compliance ’s termination of employment. Subject only to the Executive’s delivery of an executed Release and such Release becoming effective within the provided sixty-day period, the Company’s obligation under this Section 4(e) shall be absolute and unconditional, and the Executive shall be entitled to such severance payments regardless of the amount of compensation the Executive may earn or be entitled to with respect to any other employment he may obtain during the period for which severance payments are payable. If the Company terminates the Executive’s employment with “cause” pursuant to Section 4(c) above, if the Executive terminates his obligations employment pursuant to Section 4(d) above, or if the Executive’s employment terminates as a result of a Notice of Non-Extension provided to the Company by the Executive, then the Executive shall not be entitled to any further payments under this Agreement, including Base Salary, Bonus, Employee Benefits, or severance after the Company shall have no obligation to date of termination, but the Executive other than: (i) the payment of the Executive's earned shall be entitled to all Base Salary, Bonus and unpaid compensation through Employee Benefits that have accrued prior to the effective date of such termination; . To the extent that any amount payable under this Agreement constitutes an amount payable under a “nonqualified deferred compensation plan” (ii) the payment of any deferred bonus, subject to the provisions of as defined in Section 409A of the Code; Internal Revenue Code (iiihereinafter, “Code Section 409A”)) the payment that is not exempt from Code Section 409A, and such amount is payable as a result of an a “separation from service” (as defined in Code Section 409A), including any amount equal payable under this Section 4 or Section 5 below, then, notwithstanding any other provision in this Agreement to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)contrary, 50% of which shall such payment will not be paid made to the Executive upon until 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 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 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after following his separation from service (the Closing “Specified Employee Payment Date”), but prior to only if, as of his separation from service, he is a “specified employee” under Code Section 409A and any relevant procedures that the first anniversary Company may establish. For the avoidance of doubt, on the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoSpecified Employee Payment Date, the Company shall pay Executive will be paid in a single lump sum all payments that otherwise would have been made to him under this Agreement during the Executive over a 24six-month period in equal monthly installments the product but were not because of (x) two and (y) the sum of this paragraph. This paragraph will not be applicable after the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement’s death.

Severance. Subject If Executive’s employment is terminated without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other thanreceive from Company: (i) a cash severance payment equal to three times the payment current Base Rate, if the termination occurs on or before the third anniversary of the Executive's earned and unpaid compensation through the effective date of such terminationEffective Date; (ii) the a cash severance payment of any deferred bonus, subject equal to the provisions of Section 409A current Base Rate for the remainder of the Code; (iii) the payment of Term or Renewal Term plus an amount equal to twice the sum of current Base Rate, if the Executive's annual Base Salary plus termination occurs after the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month third anniversary of the date Effective Date but before the fifth anniversary of termination of employment and the Effective Date; or (iii) a cash severance payment equal to the current Base Rate for the remainder of which shall be paid to 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 Term or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or Renewal Term after the date that is six months after the Closing but prior to the first fifth anniversary of the Closing, in lieu of the benefit set forth in clause Effective Date (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination“Severance Payment”). In the event that the Executive is eligible terminated without cause, then all Incentive Shares and options shall be respectively issued and / or vested in accordance with Sections 5(d) and 5(e) above. The aggregate amount of such payments shall be considered as “liquidated damages” and, except for any Change of Control Payment in accordance with Section 11 or other separate agreement between Executive and the Company, the Company shall have no further obligation to receive Executive. If the severance benefits provided for by Company fails to make any payment when due under this Section 4.4(a)12, and Executive is forced to initiate arbitration 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 all of the costs incurred by Executive, including attorney’s fees, to enforce this Agreement. It is explicitly agreement that the Enforcement Payment is a reasonable estimate of value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall not be eligible considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to receive severance benefits under any other a bank account specified by Executive no later than three (3) business days after the termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten (10) days of date the Company plan, policy, or agreementis found to have violated this Agreement.

Severance. Subject to the Executive's continued compliance with his obligations under (a) Although nothing in this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which 4 shall be paid construed to alter the Executive upon the first business day following the six month anniversary of the date of termination at-will nature of employment and the remainder of which shall be paid to 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)Section 1 above, if Executive is terminated by 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 (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachwithout Cause or resigns for Good Reason, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit 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 (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 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 connection with any Section 83(b) election made an amount not to exceed $20,000; Executive shall not be entitled to cash in lieu of outplacement services. If Executive is terminated by the Company without Cause, resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive with respect will be entitled to receive a pro rata bonus payment, at such time bonuses are paid to the New Parent Restricted Shares; PROVIDEDCompany’s other Senior Executives, FURTHER, that based on the number of months worked in the event that such termination applicable fiscal year of the Company (the “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment A. Company shall pay Executive the Salary Severance on the date which is the later 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 Senior Executives for the applicable year, or the date that is six months after the Closing but prior date of separation from service. Executive understands and agrees that Executive shall not be entitled to the first anniversary of the Closing, in lieu of the any other severance benefit not set forth in clause this Section 4, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) contributions following the termination of Executive’s employment. (iiib) In the event that Executive is qualified for and elects COBRA coverage under the benefits 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 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 set forth in clause 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 forfeited. (Ac) If Executive is terminated by the Company without Cause or resigns for Good Reason, and on the effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the immediately preceding provisoCompany’s common 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 $250,000 (the “Blackout Period Severance”). Company shall pay Executive the Blackout Period Severance on the same date that the Salary Severance is paid. (d) For purposes of this Agreement, the Company shall pay have “Cause” to terminate the Executive over a 24-month period Executive’s services in equal monthly installments the product event of (x) two and (y) the sum any of the following acts or circumstances: (i) Executive's annual Base Salary plus the ’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 Maximum Bonus Amount ’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; (as in effect as iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the date business of terminationthe 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 material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a 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 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 Company’s affiliates). In the event ; provided, however, that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible deemed to receive severance benefits have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such breach is not fully corrected prior to the expiration of the thirty (30) calendar day period following delivery to Executive of the Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in reasonable detail. (e) Executive will be deemed to have a “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as President and Chief Operating Officer, (ii) the failure by any successor of the Company to assume in writing the Company’s obligations under this Agreement, (iii) the breach by the Company in any other respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the failure by the Company planto 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, policy(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 agreement(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 the Company suspends Executive due to an indictment of Executive on felony charges, provided that the Company continues to pay Executive’s salary and benefits. No Salary Severance is payable after Executive turns age 65, regardless of whether Executive has a Good Reason for resignation and regardless whether the Company has Cause to terminate Executive.

Severance. Subject If the Company terminates Executive’s employment (actually and not constructively, except as set forth in Section 4.3) without Cause or if Executive terminates employment for Good Reason as provided in section 4.3, and provided that Executive (x) is in material compliance with this Agreement and the Confidentiality Agreement and (y) executes and returns to the Executive's continued compliance with his obligations under this AgreementCompany a complete release of all claims against the Company and related persons in a form acceptable to the Company that becomes effective and irrevocable within sixty (60) days after the effective date of such termination (“Termination Date”), the Company shall, in addition to payment of the Accrued Payments: (a) pay severance to Executive in an amount equal to twelve (12) months of Base Salary at the rate in effect as of the Termination Date, which shall have no obligation to be paid in equal installments in twenty-four (24) substantially equal payments paid on the Executive other thanCompany’s regular paydays, commencing on the Termination Date (the “Severance Period”); provided, however, that: (i) the first such payment of shall be made on the Executive's earned first payday that is at least sixty (60) days after the Termination Date and unpaid compensation through shall include all sums that would have been paid had payment commenced on the effective date of such terminationfirst payday after the Termination Date; (ii) the Severance Period shall terminate immediately upon Executive’s material breach of this Agreement or the Confidentiality Agreement; and (iii) if the sixty-day period within which the release must become effective spans two calendar years, no payment pursuant to this Section 4.6.2 shall be made before the first business day of any deferred bonus, subject the second calendar year; (b) pay to Executive an Annual Bonus in the target amount for the year in which the Terminate Date occurs; (c) provided that Executive timely elects and is eligible for Continuation Coverage as defined herein the Company shall pay directly to the Company’s COBRA provider or group health plan provider for premiums to continue the medical, dental and vision insurance coverage (if any) of Executive and Executive’s eligible dependents pursuant to the continuation-coverage provisions of Section 409A the Consolidated Omnibus Budget Reconciliation Act of 1985 or comparable state law (“Continuation Coverage”) from the CodeTermination Date through the earlier of (i) the eighteen (18) month anniversary after the Termination Date; (ii) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (iii) the payment of an amount equal to the sum cessation of the Executive's annual Base Salary plus ’s continuation rights under COBRA. provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and (d) cause all of Executive's Maximum Bonus Amount (’s unvested equity to vest subject to the below Termination Vesting Schedule as in effect outlined herein, as of the date Termination Date. Equity grants shall in all other respects continue to be covered by the Company’s Equity Incentive Plan and applicable grant agreements. “Termination Vesting Schedule”: Date Vesting Percentage Start Date through 180 days of termination), employment 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment 181 through 270 days after Start Date 75% 271 days after Start Date and the remainder of which shall be paid to 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 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.beyond 100%

Severance. Subject (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the Executive's continued compliance with his obligations under this Agreementexpiration of the Initial Term, the Company shall have no obligation pay Employee a severance payment an amount equal to six months of Employee’s Base Salary as in effect on the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to subsections (c), (d), and (e). (b) If during the provisions Term of this Agreement there is a CC Termination upon a Change in Control or within one year thereafter, then the Employee will be entitled to a severance payment (in addition to any other rights and 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 409A of the Code; (iii7(a)) the payment of payable in a lump sum in cash in an amount equal to the sum of of: (i) the Executive's annual Employee’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of terminationsuch CC Termination), 50% of which shall be paid and (ii) the Employee’s Average Annual Bonus, subject to 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 the Executive in equal installments each month thereafter for six months; subsections (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(bc), (cd) and (de). (c) Subject to Section 7(c), any severance payment 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 (v60) 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 the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Severance Payment will be made on the Company's Supplemental Executive Retirement Plan ’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 (vi) executive outplacement benefits, except 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 otherwise required by law or Exhibit B by the terms of 45th day following the Company's benefit plans Employee’s separation from service and not revoking the release within the seven (excluding severance plans); PROVIDED7) 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, that the Severance Payment will be paid in the 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 second calendar year. Employee’s right to the product Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum this Agreement. If Employee breaches any of the Executive's annual base salary and the Executive's target bonus amount (eachhis obligations in Sections 8-11 of this Agreement, as in effect as of he will immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned return to the Company in exchange for a refund any portion of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect Severance Payment that has been paid 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 him pursuant to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement7.

Severance. Subject If the Executive’s employment is terminated: (a) as a result of Sections 6.01(b) or 6.01(c), then the Company shall pay to the Executive's continued compliance with Executive or his obligations under this Agreementestate, as the case may be, his full Base Salary for a period of six (6) months from the date of termination, and, for a period of one-year following the date of termination, the Company shall have no obligation continue to provide or arrange to provide the Executive and his dependents with life, disability, accident and health insurance benefits substantially similar to those provided to the Executive other than: immediately prior to the date of termination. (b) as a result of Sections 6.01(d) or 6.01(e), then the Company shall pay to the Executive (i) his full Base Salary, pro-rated bonuses for the payment current year and Benefits prorated through the effective date of termination and (ii) additional Base Salary, payable in accordance with the Executive's earned Company’s then current payroll policies and unpaid compensation practices, plus additional Benefits, for the period from the date of termination until one year after the date of termination (provided, however, if participation by the Executive in any Benefit plan or program after the termination of his employment is not permitted under such plan or program, then the Company will provide him with the equivalent benefits); the Executive shall be reimbursed for any expenses incurred by him pursuant to Section 4.04 through the effective date of such termination; . In addition, provided that any level of the performance milestones as set forth on Schedule I for the first twelve (ii12) the payment of any deferred bonusmonths through December 31, subject 2008 have been achieved, all remaining options granted to the 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 (as in effect Executive shall immediately vest and be exercisable as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of and for a period from the date of termination until the later of employment the date on which the Initial Term would have expired and one-hundred-eighty (180) days after the remainder date of which termination. The Company shall be paid obligated to pay the full amount of any severance owing to the Executive in equal installments each month thereafter for six months; (ivpursuant to this Section 6.02(b) treatment irrespective if executive obtains employment during such severance period and there shall be no offset to any severance amounts payable as a result of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), such new employment. (c) and (d); (vas a result of Sections 6.01(a) 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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii6.01(f), then the Company shall pay to the Executive a lump sum cash amount equal to his full Base Salary and Benefits prorated through the product date of (x) the multiple set forth on ATTACHMENT 1 and (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 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 (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharestermination, the Executive will shall be paid a lump sum cash amount within 30 days following reimbursed for any expenses incurred by him pursuant to Section 4.04 through the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDEDdate, FURTHER, that in the event that such termination is on and all unvested or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company unexercised options shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect expire as of the date of termination. If such Executive’s employment is terminated as a result of Section 6.01 (a). In the event that , Section 6.01(f), or a violation of Section 5.03, any options exercised by the Executive is eligible within three months prior to receive the severance benefits provided date of termination can be repurchased by the Company from Executive for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementa xxxx purchase price of $1.00.

Severance. (a) Subject to Section 5(d) hereof, in the event that the Company terminates Executive's continued compliance with his obligations under this Agreement’s employment without Cause (as defined herein), the Company shall have no obligation to the Executive other than: shall: (i) the payment pay to Executive, in equal installments over a period of the Executive's earned twenty-four (24) months and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusconsistent with past payroll practices, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to two (2) times the sum greater of the (i) Executive's annual ’s then current Base Salary, or (ii) Executive’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of on the date hereof (in each case without giving effect to any bonuses or fringe benefits to which Executive may be entitled); (ii) provide Executive with the health care benefits described in Section 10 hereof; and (iii) 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 termination)charge) in any class of service that is available at the time of reservation; in each case, 50% of which shall be paid if and only if Executive has executed and delivered to the Executive upon Company, within thirty (30) days following the Termination 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 business day payment made following Executive’s execution and delivery of such General Release will include all amounts that would have been paid following the six month anniversary of Termination Date had Executive executed and delivered such General Release on the date of termination of employment and the remainder of Termination Date, but which shall be paid to the Executive in equal installments each month thereafter for six months; (ivwere not yet paid) treatment of the New Parent Restricted Shares (and, then, only if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions Executive has not breached any provision of Section 409A of 6, Section 7 or Section 8 hereof. (b) In the Code, immediate payout of benefits previously accrued under the Company's Supplemental event Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or ceases to be employed by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)Company for any reason, the Company shall pay Executive his accrued but unpaid Base Salary through the Termination Date. In the event Executive a lump sum cash amount equal ceases to the product of (x) the multiple set forth on ATTACHMENT 1 and (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 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 (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 employed by the Company in connection with for any Section 83(b) election made reason other than a termination by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoCompany for Cause, the Company shall pay Executive any Bonus in respect of any fiscal year preceding the Executive over a 24-month period fiscal year in equal monthly installments which the product of (x) two and (y) Termination Date occurs which has not yet been paid, on the sum same date as annual cash bonuses for the applicable preceding fiscal year are paid to other senior executives of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)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 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 applicable 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 rights to salary, bonuses, fringe benefits and other compensation hereunder which accrue or become payable after the Termination Date shall cease upon such date (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 is eligible to receive the severance benefits provided for by this under Section 4.4(a5(a) hereof (if any) shall be 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 time (the “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 to time, including the Executive Severance Plan. (e) For purposes of this Agreement, “Cause” shall not be eligible to receive severance benefits under mean (i) the 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 Company planor any of its subsidiaries or any of their customers or suppliers, policy(ii) failure to perform duties of the office held by Executive as directed by the Board, following written notice of such failure by the Board to Executive, and a failure by Executive, within the ten (10) business days, to cure such failure, (iii) gross negligence, fraud or willful misconduct with respect to the Company or any of its affiliates, and/ or (iv) any breach of Section 2(c), Section 6, Section 7 and/or Section 8 of this Agreement. Further, any breach of Section 2(c) of this Agreement by Executive shall constitute “Cause” under and for purposes of each and every agreement, plan or policy of or with the Company or any of its affiliates, including, without limitation, this Agreement, the award agreement applicable to the 2014 Retention RSUs and the Executive Severance Plan.

Severance. Subject to In exchange for the Executive's continued ’s waiver of claims against the Company and its affiliates and the Executive’s compliance with his obligations under the other terms and conditions of this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment Company shall continue to pay the Executive’s base salary in accordance with the Company’s normal payroll schedule (which 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 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 Executive (within the meaning of Code Section 409A), and (B) the date of the Executive's earned and unpaid compensation through ’s death, to the effective date of such termination; extent required under Code Section 409A), (ii) the payment Company shall pay the premiums for the Executive’s continuation of any deferred bonus, group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’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 Section 409A Sections 5(c) and 18 of the Code; 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 (iii) the payment of an amount equal notwithstanding anything to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to 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 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 contrary in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)Employment Agreement, the Company shall pay the Executive a lump sum cash amount equal to the product of (xbonus described in Section 4(c) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary Employment Agreement, if any and the Executive's target bonus amount (eachif earned based on achievement of applicable performance goals, as in effect as of immediately prior to the Closing), (B) in lieu respect of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesCompany’s 2016 fiscal year, 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 (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, notwithstanding that the Executive will not be paid a lump sum cash amount within 30 days following employed with the Company through the date of termination of employment equal to payment, and without any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24pro-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementration.

Severance. Subject (a) Although nothing in this Section 4 shall be construed to alter the at-will nature of employment as set forth in Section 1 above, if Executive is terminated by the 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 cash in lieu of outplacement services. If Executive is terminated by the Company without Cause, 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 (based on the actual performance of the Company over the entire year), 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 (the “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment A within 30 days following the date Executive's continued compliance ’s employment with his obligations the Company terminates. Company shall pay Executive the Salary Severance on the date which is the later of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms), subject to Section 21, 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 (so long as such release has become effective and irrevocable in accordance with its terms) or the date on which Company pays bonuses to Company’s Senior Executives for the applicable year (such date to be in the calendar year following the year in which the separation from service occurs), subject to Section 21. 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) contributions following the termination of Executive’s employment. (b) In the event that Executive is qualified for and 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 cost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first, payable in accordance with the Company’s normal benefit practices. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as 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 forfeited. (c) Notwithstanding the terms of any stock incentive plan of the Company or stock option or stock appreciation right agreement to which Executive is a party, if Executive is terminated by the Company without Cause or resigns for Good Reason, and on the effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the Company’s common 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, the Company hereby agrees that Executive shall be permitted to pay the exercise price and/or any tax withholding obligation payable in connection with the exercise of any of Executive’s then outstanding and exercisable Company stock options and/or stock appreciation rights by either tendering common shares of the Company then owned by Executive and/or instructing the Company to withhold from the common shares otherwise issuable upon exercise such stock options and/or stock appreciation rights a number of common shares having a fair market value on the date of exercise equal to the exercise price and/or tax withholding obligation. (d) For purposes of this Agreement, the Company shall have no obligation “Cause” to terminate Executive’s services in the Executive other thanevent of any of the following acts or circumstances: (i) the payment Executive’s conviction of the Executive's earned and unpaid compensation through the effective date a felony or entering a plea of such terminationguilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) the payment Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of any deferred bonusthis Agreement, subject to the provisions except during periods of Section 409A of the Codephysical or mental incapacity; (iii) the payment of an amount equal Executive’s gross negligence or willful misconduct with respect to the sum any material aspect of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as business of the date Company or any of termination)its affiliates, 50% of which shall be paid to gross negligence or willful misconduct has a material and demonstrable adverse effect on 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 the Executive in equal installments each month thereafter for six monthsCompany; (iv) treatment Executive’s material violation of a Company policy resulting in a material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a violation of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) Company’s Code of Business Conduct and (d)Ethics; or (v) subject to the provisions any material breach of Section 409A this Agreement or any material breach of the Code, immediate payout of benefits previously accrued under any other written agreement between Executive and the Company's Supplemental Executive Retirement Plan and ’s affiliates governing Executive’s equity compensation arrangements (vi) executive outplacement benefitsi.e., except as otherwise required by law or by the terms any agreement with respect to Executive’s stock, stock appreciation right and/or stock options of any of the Company's benefit plans (excluding severance plans’s affiliates); PROVIDEDprovided, however, that Executive shall not be deemed to have been terminated for Cause in the event that such termination is within six months following the Closingcase of clause (ii), (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 (xiv) the multiple set forth on ATTACHMENT 1 and or (yv) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachabove, as in effect as of immediately unless any such breach is not fully corrected prior to the Closing), (B) in lieu expiration of the benefit set forth in clause thirty (iv30) with respect calendar day period following delivery to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund Executive of the full purchase price within 30 days following such return and Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in reasonable detail. (Ce) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid deemed to have a lump sum cash amount within 30 days following “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as General Counsel, (ii) the date failure by any successor of termination of employment equal the Company to any amount withheld assume in writing the Company’s obligations under this Agreement, (iii) the breach by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDEDof any of its obligations under this Agreement, 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 Closingand, in lieu of the benefit set forth in clause any such case (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive but only if correction or cure is eligible to receive the severance benefits provided for by this Section 4.4(apossible), the 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 be eligible have a Good Reason to receive severance benefits under any other resign if the Company plansuspends Executive due to an indictment of Executive on felony charges, policy, or agreementprovided that the Company continues to pay Executive’s salary and benefits.

Severance. Subject If employment with the Company should be terminated by the Company for Cause, or by the Employee without Good Reason (in which case the Employee will provide not less than ninety (90) days written notice to the Executive's continued compliance with his obligations under this AgreementBoard), and if there has not been a “Change in Control” within the Company shall have prior twelve (12) months, no obligation further compensation will be payable to Employee other than Employee’s base salary, any bonus earned but unpaid for the Executive immediately preceding annual performance period and other than: (i) the payment of the Executive's earned compensation accrued and unpaid compensation payable through the effective date of such termination; . If employment with the Company should be terminated (i) within twelve (12) months of a “Change in Control” of the Company or (ii) without Cause or for Good Reason, the payment Company agrees that Employee will be paid severance compensation, in equal amounts over a period of any deferred bonuseighteen (18) months in accordance with the Company’s normal payroll practices, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to eighteen (18) months of Employee’s then current monthly base salary plus a pro-rated amount of any bonus that would have been earned under the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount Company’s short-term incentive plan (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business based on Employee’s last day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid all applicable performance) provided all applicable performance conditions are met. In addition, if Employee elects to continue Employee’s health insurance pursuant to the Executive in equal installments each month thereafter for six months; Consolidated Omnibus Budget Reconciliation Act (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 event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiiCOBRA), the Company shall pay the Executive a lump sum cash amount equal (or reimburse to the product of (xEmployee) the multiple set forth on ATTACHMENT 1 and (y) the sum “employer share” of the Executive's annual base salary and COBRA premiums at the Executive's target bonus amount (each, same level as in effect as of immediately prior to the Closing), (B) in lieu of the benefit 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 (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 was contributed by the Company in connection with during Employee’s employment. Employee’s receipt of any Section 83(bsuch severance payment or COBRA premium is subject to execution by Employee and Cxxxxxxx of an agreement achieving mutually acceptable terms on matters such as: (a) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDEDreturn of all Cxxxxxxx property, 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policydocuments, or agreementinstruments; (b) no admission of liability on the part of Cxxxxxxx; (c) general release of any and all claims; (d) non-disclosure as described in this Agreement; (e) non-solicitation of employees and customers as described in this Agreement; (f) non-competition as described in this Agreement; (g) cooperation as described in this Agreement; and (h) mutual (bi-lateral) non-disparagement.

Severance. Subject to If the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment Employment Term ends by reason of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of either termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter by Employee 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 Good Reason or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)’s At-Will Termination, the Company shall pay to Employee the Executive a lump sum cash greater of (as applicable, “Severance Pay”) (i) an amount equal to the product of (xA) the multiple set forth number of full or partial months, if any, in the period beginning on ATTACHMENT 1 the date the Employment Term ended and ending on the date the Initial Term would have ended, if later than the date the Employment Term actually ended, multiplied by (yB) the sum of the Executive's annual base salary and the Executive's target bonus amount Employee’s monthly Base Salary (each, as in effect as of immediately prior to the Closing), termination date) or (Bii) in lieu of the benefit 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 (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 an amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the 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 one-half of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's Employee’s annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect immediately prior to the termination date). The Severance Pay shall be paid by the Company to Employee in substantially equal monthly installments, without reduction or set off (other than as provided in Section 11(a) below), in accordance with the Company’s standard payroll procedures, commencing on the sixtieth (60th) day following the termination or expiration of the date of termination). In the event Employment Term, provided that the Executive is eligible to receive revocation period(s) set forth in the severance benefits provided Release Agreement set forth in Section 8(a) below have expired without revocation. If the Employment Terms ends by reason of either termination by the Company for Cause or by this Section 4.4(a), Employee’s Non-Renewal of the Executive shall not be eligible to receive severance benefits under Initial Term or any other Company plan, policyRenewal Term or by Employee’s At-Will Termination, or agreementdue to Employee’s death or disability, no Severance Pay will be owing or paid to Employee.

Severance. Subject to In consideration of, and in return for the Executive's continued compliance with his obligations under covenants and promises contained in this Agreement, and as full and final compensation to Employee for all services as an employee: A. Employee shall receive from Employer, with appropriate deductions and withholdings, in one lump sum payment on the Company Effective Date, severance payment representing three (3) months of Employee’s base salary (which severance shall be separate and apart from, and in addition to, Employee’s final paycheck and all accrued and unused vacation and other bonuses, benefits, commissions or compensation of any type through the Termination Date). Nothing in this Agreement is intended to include in Employee’s severance any bonuses, benefits, vacations, commissions or compensation of any type other than Employee’s regular salary. It is agreed that employee will have a balance of thirty-one (31) vacation days at the time of Termination Date; B. Employee shall have no obligation to health insurance paid for by Employer (COBRA benefits) for three (3) months beginning on the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusTermination Date, subject to the provisions of Section 409A of same terms and conditions Employee and/or Employee’s family received health insurance benefits before the Code; Termination Date (iii) in other words, Employee’s co-pay shall remain the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect same); C. Employee will retain 750,000 stock options already vested as of the date Termination Date, at an exercise price of termination$1.89 (the “Vested Options”), 50% and Employee shall retain the ability to exercise the Vested Options for a period of which shall be paid to two (2) years after 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 the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (andTermination Date, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A other terms and conditions of the CodeStock Option Award and Agreement governing the exercise of such Vested Options; and D. Employer warrants and Employee acknowledges that the agreements described under this Section 2 constitute full payment of any and all claims of every nature and kind arising out of or relating in any way to Employee’s employment by Employer or the termination thereof, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefitsowed, except or any other claims as otherwise required by law or by the terms outlined below. Employee acknowledges that Employee’s receipt of the Company's benefit plans (excluding severance plans); PROVIDED, that described in the 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement2 is contingent upon Employee’s execution of this Agreement.

Severance. Subject In the event CEO resigns with good reason or CEO’s employment is terminated without cause, CEO executes a comprehensive release of claims substantially in the form attached hereto as Exhibit A, and CEO does not exercise the right to revoke, Sound Transit shall provide CEO the Executive's continued compliance with his obligations following severance pay and benefits: (a) Payment of CEO’s then-current Base Salary for the period remaining under this Agreement, the Company shall have no obligation to the Executive other than: then-current Term or a period of one year (i365 days) the payment of the Executive's earned and unpaid compensation through measured from the effective date of such termination; resignation with good reason or termination without cause, whichever is shorter (iithe “Severance Period”), together with all scheduled contributions, if any, to CEO’s 401(a) and 457(b) plans for the Severance Period. These payments and contributions shall be subject to all payroll taxes and required withholding, any additional withholding to which CEO has agreed, and any outstanding obligations owed by the CEO to Sound Transit, and shall be made in accordance with Sound Transit’s regular payroll policies and practices, as currently in effect or hereafter modified at Sound Transit’s discretion. (b) In the event that CEO timely elects COBRA continuation coverage for CEO and/or CEO’s dependents, payment of any deferred bonusa single lump sum, subject to the provisions of Section 409A of the Code; (iii) the payment of an routine payroll deductions and withholding, in a net amount equal to the sum aggregate cost of the Executive's annual Base Salary plus corresponding premiums for such coverage for the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to 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 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), Severance Period.,. (c) Payment of the cash value of one hundred percent (100%) of CEO’s accrued, unused vacation, and twenty-five percent (25%) of CEO’s accrued, unused sick leave, subject to routine payroll deductions and withholding. (d) The foregoing provisions are intended to be exempt from or comply with the requirements of Internal Revenue Code Section 409A, and the final regulations and any guidance promulgated thereunder (collectively, “Section 409A”); (v) , so that none of the severance payments and benefits to be provided hereunder will be subject to the provisions additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Sound Transit and CEO agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition 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 any additional tax or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the 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 (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately income recognition prior to actual payment to CEO under Section 409A. Notwithstanding the Closing)foregoing, (B) in lieu of the benefit set forth in clause (iv) Sound Transit makes no representation or warranty to CEO with respect to any Purchased Parent Sharestax, economic or legal consequences of any Purchased Parent Shares payments or benefits provided hereunder, including without limitation under Section 409A, and no provision of the Agreement shall be returned interpreted or construed to the Company in exchange transfer any liability for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) failure to comply 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 in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on 409A from CEO or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, individual to Sound Transit or agreementany of its affiliates.

Severance. Subject (a) If Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s 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 Executive's continued compliance with his obligations under this AgreementCompany, the Company shall have no obligation benefits provided below, which, with respect to clause (ii) and the Executive other than: last sentence of clause (iiii) the payment of the Executive's earned and unpaid compensation through 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: (i) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the 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 termination; 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) the payment of any deferred bonusSubject to Section 3(c) and Executive’s continued compliance with Section 4, subject Executive shall be entitled to the provisions of Section 409A of the Code; (iii) the payment of receive severance pay in an amount equal to the sum of the of: (A) Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (’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 (24)][For other executives: twelve (12)] month period following the date of Executive’s Separation from Service, plus (B) An amount equal to [For other executives: fifty percent (50%) of] Executive’s maximum target bonus for the fiscal year of the Company during which the date of Executive’s Separation from Service occurs, plus (C) [For Chief Executive Officer: An amount equal to six (6) multiplied by the monthly 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 termination), 50% of which shall be paid Executive’s Separation from Service (calculated by reference to the Executive upon the first business day following the six month anniversary premium as of the date of termination of employment and the remainder of which shall be paid Separation from Service);] (iii) Subject to 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), (c3(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 [For Chief Executive Officer: eighteen (d18)][For other executives: twelve (12); (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 event that such termination is within six ] full months following the Closingdate of Executive’s Separation 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 (A) in lieu of the benefit set forth in clause (iii“COBRA”)] expires), the Company shall pay arrange to provide Executive and his or her eligible dependents who were covered under the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Company’s health insurance plans as of the date of terminationExecutive’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 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, 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 (12) 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); and (iv) Subject to Section 3(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, 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 accelerated in full effective as of the date of Executive’s Separation from Service. (B) The 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 fair market value, 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 accelerated with respect to fifty percent (50%) of the portions of such Stock Awards remaining unvested as of the date of Executive’s Separation from Service effective as of the date of Executive’s Separation from Service. (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. In the event that the Executive is eligible to receive the severance benefits provided for by Nothing in this Section 4.4(a), 3(a)(iv) shall be construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Executive shall not Company’s equity plan(s) and/or the stock award agreements under which the Stock Awards were granted. (D) The foregoing provisions are hereby deemed to be eligible a part of each Stock Award and to receive severance benefits under supersede any other Company plan, policy, less favorable provision in any agreement or agreementplan regarding such Stock Award.

Severance. Subject If, during the Benefits Continuation Period, RMT Partner or its affiliates terminates the employment of any Transferred Employee 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 Executive's continued compliance with his obligations such employee’s Transfer Time (each such employee whose employment is terminated under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment one of the Executive's earned and unpaid compensation through the effective date of foregoing circumstances, a “Terminated Employee”), RMT Partner or its affiliates shall pay to such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of Terminated Employee severance in an amount equal to the sum greatest of (i) the severance pay due under the applicable severance plan of RMT Partner and its affiliates, (ii) the severance pay that would have been due under the severance plan of Parent and its affiliates (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 Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which preceding sentence shall be paid determined by taking into account such Terminated Employee’s service with Parent and its affiliates (and any predecessors) prior to such employee’s Transfer Time and such Terminated Employee’s service with RMT Partner and its affiliates on and after such employee’s Transfer Time. In addition, subject to the Executive immediately following sentence, RMT Partner or its affiliates shall continue to provide to each Terminated Employee and his or her covered dependents with group health plan coverage (on the same terms as are applicable to similarly situated active employees and their covered dependents, and at no greater cost to such Terminated Employee than would be applicable were such Terminated Employee still employed) during the 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 business day to occur of the following: (A) solely in the case of U.S. Transferred Employees, the date such Terminated Employee ceases to be eligible for COBRA Coverage, (B) the date that such 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 reasonable with respect to such employee. For purposes of this paragraph, “Cause” shall mean, (1) solely in the case of any Canadian Business Employee, conduct which allows the employer 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 material and willful misconduct, willful refusal (other than as a result of incapacity due to physical or mental illness) to perform substantially his or her job responsibilities after a written demand for substantial performance has been delivered to 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 six month anniversary of the date of termination of employment applicable Transfer Time, RMT Partner and the remainder of which its affiliates shall be paid solely liable with respect to the Executive Business Employees for all severance and termination pay and benefits continuation and any other notice, pay in equal installments each month thereafter for six months; (ivlieu 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) 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 benefitscontrary, except as otherwise required by applicable law or by the terms an applicable collective bargaining agreement, no Business Employee will be entitled to any of the Company's benefit plans (excluding severance plans); PROVIDEDor separation benefits pursuant to this Section 11.3(d) unless and until such Business Employee executes a release of claims in favor of Parent, that in the event that such termination is within six months following the ClosingRMT Partner and each of their respective affiliates and each of their respective predecessors, (A) in lieu of the benefit set forth in clause (iii)successors, the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 parents and (y) the sum of the Executive's annual base salary affiliates, and their respective present and former officers, directors, employees and agents, and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit 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 release becomes effective and (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementirrevocable.

Severance. Subject If, during the Benefits Continuation Period, RMT Partner or its affiliates terminates the employment of any Transferred Employee 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 Executive's continued compliance with his obligations such employee’s Transfer Time (each such employee whose employment is terminated under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment one of the Executive's earned and unpaid compensation through the effective date of foregoing circumstances, a “Terminated Employee”), RMT Partner or its affiliates shall pay to such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of Terminated Employee severance in an amount equal to the sum greatest of (i) the severance pay due under the applicable severance plan of RMT Partner and its affiliates, (ii) the severance pay that would have been due under the severance plan of Parent and its affiliates (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 Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which preceding sentence shall be paid determined by taking into account such Terminated Employee’s service with Parent and its affiliates (and any predecessors) prior to such employee’s Transfer Time and such Terminated Employee’s service with RMT Partner and its affiliates on and after such employee’s Transfer Time. In addition, subject to the Executive immediately following sentence, RMT Partner or its affiliates shall continue to provide to each Terminated Employee and his or her covered dependents with group health plan coverage (on the same terms as are applicable to similarly situated active employees and their covered dependents, and at no greater cost to such Terminated Employee than would be applicable were such Terminated Employee still employed) during the 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 business day to occur of the following: (A) solely in the case of U.S. Transferred Employees, the date such Terminated Employee ceases to be eligible for COBRA Coverage, (B) the date that such 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 reasonable with respect to such employee. For purposes of this paragraph, “Cause” shall mean, (1) solely in the case of any Canadian Business Employee, conduct which allows the employer 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 material and willful misconduct, willful refusal (other than as a result of incapacity due to physical or mental illness) to perform substantially his or her job responsibilities after a written demand for substantial performance has been delivered to 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 six month anniversary of the date of termination of employment applicable Transfer Time, RMT Partner and the remainder of which its affiliates shall be paid solely liable with respect to the Executive Business Employees for all severance and termination pay and benefits continuation and any other notice, pay in equal installments each month thereafter for six months; (ivlieu 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) 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 benefitscontrary, except as otherwise required by applicable law or by the terms an applicable collective bargaining agreement, no Business Employee will be entitled to any of the Company's benefit plans (excluding severance plans); PROVIDEDor separation benefits pursuant to this Section 11.3(d) unless and until such Business Employee executes a release of claims in favor of Parent, that in the event that such termination is within six months following the ClosingRMT Partner and each of their respective affiliates and each of their respective predecessors, (A) in lieu of the benefit set forth in clause (iii)successors, the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 parents and (y) the sum of the Executive's annual base salary affiliates, and their respective present and former officers, directors, employees and agents, and the Executive's target bonus amount (each, as in effect as release becomes effective and irrevocable. Table of immediately prior to the Closing), (B) in lieu of the benefit 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.Contents

Severance. Subject (a) Provided that Employee has not terminated his employment without Good Reason, and provided that Employee signs and delivers to the Executive's continued compliance Company a Confidential Severance and Release Agreement in the form set forth in Exhibit B attached hereto and to be provided by the Company within 5 days of the Termination Date (the “Release Agreement”) within 60 days following the termination of Employee’s employment with his obligations the Company (such 60th day following termination being referred to as the “Release Date”) and does not revoke such signed Release Agreement pursuant to the terms thereof, Employee, upon termination of employment prior to or upon the expiration of the Employment Period (which must qualify as a “Separation from Service” within the meaning of Section 409A of the Code to the extent applicable), shall be entitled to receive severance compensation equal to 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 first payment made on the last day of the month in which the Release Date falls, and 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 properly elects health continuation coverage under this Agreementthe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall have no obligation 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 other thantimely remits the premium payment, and the Employee shall be eligible to receive such reimbursement until the earliest of: (i) the payment 12-month anniversary of the Executive's earned and unpaid compensation through the effective date Date of such terminationTermination; (ii) the payment 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 to vest shares under the 2018 PUP in the event of early termination, shall be made by the full Board. (iv) Any benefits earned for quarterly or annual bonuses under the MIP, but not yet paid as of the 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 deferred bonus, subject accrued but unused vacation/time off to the provisions of Section 409A of the Codeextent required under applicable law; (iii) the payment of an amount equal reimbursement for all incurred but unreimbursed expenses to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall extent Employee is entitled to be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment reimbursed; and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (andany other earned but unpaid compensation, 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 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 (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 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date Termination Date. (d) For purposes of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a)Agreement, the Executive following terms shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.have the meanings set forth below:

Severance. Subject 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 this bargaining unit shall be compensated for unused, accumulated sick leave in accordance with the following provisions: 1. An employee shall notify the Superintendent in writing of his/her intention to terminate service in the school district at least thirty (30) days prior to the Executive's continued compliance with his obligations under this Agreementeffective date of termination. Upon receipt of such notification by the Superintendent, the Company employee shall have no obligation become eligible to the Executive other than: receive compensation based upon fifty percent (i50%) the payment of the Executive's earned and unpaid compensation through subject employee’s unused, 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 (120) days prior to the effective date of such termination; , the employee shall be eligible to receive compensation based upon twenty percent (ii20%) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) subject employee’s unused, accumulated sick leave at the payment of an amount equal per diem rate, total not to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)exceed $13,000. 3. The compensation, 50% of which provided by this Article shall be paid to 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 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 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 at the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum time of the Executive's annual base salary and payroll period immediately following the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu effective date of the benefit 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 (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)service. 4. In the event that the Executive is eligible employee, who has given notice pursuant to receive this Article should die before the severance 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 for by this Section 4.4(a)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 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 Executive bargaining unit members’ rights to benefits under Sections 1 and 2 above shall not terminate. 7. Notwithstanding any other provision of this Article to the contrary, any member of the bargaining unit as of the effective date of this Agreement shall be eligible for all of the benefits contained in this Article. Bargaining unit members must give written notice of intent to receive severance benefits under any other Company planelect this longevity payment to 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, policythe election shall be irrevocable, or agreementexcept 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 bargaining unit member’s accumulated sick leave and their annual allocations of sick leave for the remaining years of their employment.

Severance. Subject In the event that Employee is subject to a Change in Control Involuntary Termination, Employee 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 Executive's continued compliance with his obligations under this Agreement, Change in Control or (2) the Company shall have no obligation base salary which Employee was receiving immediately prior to the Executive other than: (i) the Change in Control Involuntary Termination, which payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the 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 (as in effect as of the date of termination), 50% of which shall be paid to on the Executive upon the first business sixtieth (60th) day following the six month anniversary 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 date full cost of termination of employment the health insurance benefits provided to Employee and the remainder of which shall be paid Employee’s spouse and dependents, as applicable, immediately prior to the Executive Change 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 Control pursuant 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 Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (excluding severance plans“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 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 all cases to Employee’s release of claims against the Company as set forth in Section 1(a); PROVIDED). Notwithstanding the foregoing, that in the event the Board of Directors concludes in its reasonable judgment that such termination the provision of subsidized COBRA benefits to Employee is within six months following likely to cause the Closing, (A) in lieu Company to become subject to excise tax as a result of the benefit set forth in clause Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (iiithe “Healthcare Reform Act”), the Company shall pay the Executive Employee a lump sum monthly amount in cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum amount of the Executive's annual base salary and COBRA subsidy during the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to period the Company in exchange is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for a refund of the full purchase price within 30 days following such return all salary, bonuses and (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 in connection with any Section 83(b) election made by the Executive with respect to the 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 Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect unpaid vacation accrued as of the date of terminationEmployee’s termination of employment and up to three (3) months of outplacement services not to exceed $5,000 per month (with a provider and in a program selected by the Employee, provided Employee commences such services within ninety (90) days of Employee’s Change in Control Involuntary Termination date). In For the event that the Executive is eligible avoidance of doubt, if any payments or benefits have been provided pursuant to receive the severance benefits provided for by Section 2(b)(ii) and this Section 4.4(a2(a)(ii) becomes applicable, such payments or benefits shall directly reduce the payments and benefits due hereunder and no further payments or benefits shall be provided pursuant to Section 2(b)(ii), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.