Common use of Severance Clause in Contracts

Severance. (a) In the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your Subject to Section 7(b) below, if Executive’s employment with the Company is terminated either (i) on account prior to the end of your death or Disability (as defined in Section 5(e) below), (ii) the Term by the Company without Cause (as defined in Section 5(c) belowother than due to death or Disability), or (iii) by you due Executive shall be entitled to Constructive Termination without Cause (as defined in Section 5(d) below): receive a cash severance payment equal to (i) You three months of Executive’s Base Salary at the time of termination, which shall receive increase to six months of Executive’s Base Salary if such termination occurs after one year from the Termination Payments (as defined in Section 5(b) below); Effective Date; and (ii) You a pro rata portion of the target Annual Bonus for the year in which such termination occurs. Such severance payment shall also be paid a lump sum by made over the three or six month period, as applicable, in accordance with the Company’s normal payroll policy, provided that prior to the initial payment, the Executive has executed and delivered to the Company, which shall be paid 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 soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonusCompany may determine, in a lump sum by form reasonably acceptable to the Company, which . Such general release shall be paid as soon as practicable but not later than sixty (60) delivered on or about the date of termination and must be executed within 21 days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In Notwithstanding the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Dateforegoing, (i) all earned but unpaid Base Salary through any payment(s) of “nonqualified deferred compensation” (within the Termination Datemeaning of Section 409A of the Code 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 (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the for purposes of this Agreementany such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of “Causenonqualified deferred compensation” shall mean that you have: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.

Severance. (a) In the event your employment with during the Company is terminated either Employment Period (i) on account of your death Company terminates Employee’s employment without Cause pursuant to Section 4.1(c) or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Employee terminates his employment for Good Reason pursuant to Section 5(c) below4.1(d), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal subject to the lesser execution and non-revocation of a release and waiver of all claims described below, Company shall continue his base salary in accordance with its regular payroll practices for a period of (1A) twelve (12) months, commencing on the date that is thirty (30) days after the termination in the case of a termination of employment either prior to a Change in Control or following a period of twenty-four (24) months of your Base Salary after a Change in Control or (2B) eighteen (18) months, commencing on the Base Salary date that is thirty (30) days after the termination in the case of a termination of employment during the twenty-four (24) month period immediately following a Change in Control. Notwithstanding anything herein to the contrary, receipt of any payment in connection with a termination of employment shall be conditioned on Employee signing a release and waiver of all claims against Company and its affiliates within thirty (30) days after his termination of employment, in such form and manner as Company shall reasonably prescribe, which release shall become effective and irrevocable within thirty (30) days after Employee’s termination of employment. Employee shall accept these payments remaining in full discharge of all obligations of any kind which Company has to his except obligations, if any (i) for post-employment benefits expressly provided under this Agreement and/or at law, (ii) to repurchase any capital stock of Company owned by Employee (as may or may not be set forth in the applicable stock agreement); or (iii) for indemnification under separate agreement by virtue of Employee’s status as a director/officer of Company. Employee shall also be eligible to receive a bonus with respect to the year of termination to the extent provided in Section 3(b). For purposes of these severance pay provisions and any other term of this Agreement which provides for a payment upon termination of employment, Employee shall be considered as having terminated employment only if such termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder. Notwithstanding anything herein to the contrary, in the event that Employee is determined to be a specified employee within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Post Termination Salary PaymentCode”); (iii, for purposes of any payment on termination of employment hereunder, payment(s) You shall also be paid a promade or begin, as applicable, on the first payroll date which is more than six months following the date of separation from service, to the extent required to avoid any adverse tax consequences under Section 409A of the Code. Any payments that would have been made during such 6-rated annual bonus, month period shall be made in a lump sum by on the first payroll date which is more than six months following the date Employee separates from service with Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted . Each payment under Sections 3(c) and 3(d) of this Agreement shall vest be treated as follows: (1) If termination is by the Company without Cause or by you a separate payment for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end purposes of Section 409A of the TermCode. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. This Agreement shall be interpreted and administered in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end manner consistent with Section 409A of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination DateCode. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In Subject to the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined limitations set forth in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus13, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your Employee's employment is terminated by the Company for Subsidiary without Substantial Cause (as defined including, without limitation, upon termination of this Agreement following notice thereof by the Company or the Subsidiary pursuant to Section 3 hereof) or by the Employee for Good Reason, then, without further liability of the Subsidiary or the Company, except for their obligations pursuant to this Section 10(a) and their obligations to pay or provide any salary and expenses accrued to the termination date, any unpaid bonus referred to in Section 5(c4(b) below)hereof, any Closing Bonus (whether payable before or after such termination of employment) pursuant to Section 4(c) hereof, and such rights and benefits of participation of or in respect of the Employee under employee benefit plans, programs and arrangements of the Company, the Subsidiary and their Affiliates, in accordance with the terms and provisions of such plans, programs and arrangements, (i) the Employee shall be entitled to severance compensation for the Severance Period (as hereinafter defined) following any such termination, payable in equal monthly installments, subject to withholding and other applicable taxes, at an annual rate equal to the Employee's base salary for the year of termination, as such annual rate is increased from year to year in accordance with Section 4(a) hereof; (ii) as additional severance compensation following any such termination, the Employee shall be entitled to the bonus compensation referred to in Section 4(b) hereof for the Severance Period, payable as and when ordinarily determined for the applicable year, with a bonus not less than seventy-five percent (75%) of his rate of annual base salary in effect for the year of termination; (iii) the Company elects not to renew your employment at Employee and the end of the Initial Term or an applicable Renewal Term, you Employee's spouse and Dependent Children (as hereinafter defined) shall be paid, entitled to medical and dental benefits as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability provided immediately prior to the Company in connection with date of termination which shall continue for the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:Severance

Severance. (a) In the event your employment with the Company that Employee is terminated either subject to a Change in Control Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (iA) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, cash severance payment equal to [one (1) times (if Employee is not the lesser CEO)] [two (2) times (if Employee is the CEO)] the higher of (1) twelve (12) months of your Base Salary the base salary which Employee was receiving immediately prior to the Change in Control or (2) the Base Salary payments remaining under this Agreement (base salary which Employee was receiving immediately prior to the “Post Termination Salary Payment”); (iii) You Change in Control Involuntary Termination, which payment shall also be paid a pro-rated annual bonus, on the sixtieth (60th) day following the Change in Control Involuntary Termination; (B) a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount cash payment equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: [one (1) If termination times (if Employee is not the CEO)] [two (2) times (if Employee is the CEO)] Employee’s Target Annual Bonus; and (C) payment by the Company without Cause of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or by you for Constructive Termination without Cause or due to your Death or Disability, or other applicable law through the Company elects not to renew your employment at earlier of the end of the Term[twelve (12) month (if Employee is not the CEO)] [twenty-four (24) month (if Employee is the CEO)] 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)). Notwithstanding the foregoing, in the case event the Board of such a termination, all unvested stock options and/or restricted stock granted Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to you that are scheduled Employee is likely to vest during or at cause the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due Company to Cause or by you not become subject to excise tax as a result of Constructive Termination without Causethe Patient Protection and Affordable Care Act, then you as amended by the Health Care and Education Reconciliation Act of 2010 (the “Healthcare Reform Act”), the Company shall only be permitted pay Employee a monthly amount in cash equal to retain those stock options and/or restricted shares which have vested the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the Termination Date. date of Employee’s termination of employment and up to three (b3) In the event you months of outplacement services not to exceed $5,000 per month (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated with a provider and in a program selected by the Company for Cause Employee. provided Employee commences such services within ninety (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (6090) days following the of Employee’s Change in Control Involuntary Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreementdate). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your If Employee’s employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause or by Employee for Good Reason within twenty-four (24) months following a Change in Control, then subject to the requirements of this Section 2 and Employee’s continued compliance with Section 3, Employee shall be entitled to receive, in lieu of any severance benefits to which Employee may otherwise be entitled, including under any Other Arrangement (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) the benefits provided below):: (i) You The Company shall receive pay to Employee (A) his or her fully earned but unpaid base salary, when due, through the Termination Payments date of termination at the rate then in effect, (B) his or her accrued but unpaid vacation or paid time off through the date of termination, when due, plus (C) all other amounts or benefits to which Employee is entitled under any compensation, retirement or benefit plan or practice of the Company at the time of termination in accordance with the terms of such plans or practices, including, without limitation, any continuation of benefits required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as defined in Section 5(bamended (“COBRA”) belowor applicable law (the “Accrued Obligations”); (ii) You shall also be paid a lump sum by the Company, which Employee shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, entitled to receive severance pay in an amount equal to the lesser of sum of: (1A) An amount equal to twelve (12) months of your Base Salary Employee’s monthly base salary as in effect immediately prior to the date of termination, plus (B) An amount equal to the greater of (1) Employee’s maximum target bonus for the fiscal year during which the date of termination occurs or (2) Employee’s maximum target bonus for the Base Salary payments remaining under this Agreement fiscal year during which the Change in Control occurs, payable, in the case of both clauses (A) and (B), in a lump sum within ten (10) days following the “Post Termination Salary Payment”)effective date of Employee’s Release, but in no event later than two and one-half (2 ½) months following the last day of the calendar year in which the date of Employee’s termination of employment occurs; (iii) You Employee shall also be paid a pro-rated annual bonus, in entitled to receive a lump sum cash payment equal to (A) twelve (12) multiplied by (B) the monthly premium Employee would be required to pay for continuation coverage pursuant to COBRA for Employee and his or her eligible dependents who were covered under the Company’s health plans as of the date of Employee’s termination such that Employee’s premiums are the same as for active employees (calculated by reference to the premium as of the date of termination) (provided that Employee shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to COBRA, including, without limitation, his or her election of such coverage and his or her timely payment of premiums), which payment shall be paid as soon as practicable but not later than sixty within ten (6010) days following such Termination Datethe effective date of Employee’s Release, but in an amount equal to no event later than two and one-half (2 ½) months following the prior yearlast day of the calendar year in which the date of Employee’s bonus, if any, pro-ratedtermination of employment occurs; and (iv) The Initial Option vesting and/or exercisability of any outstanding unvested portions of Employee’s Stock Awards the vesting of which is solely time-based and not subject to the satisfaction of a performance condition shall be automatically accelerated on the effective date of Employee’s Release. In addition, Employee’s Stock Awards may be exercised by Employee (or Employee’s guardian or legal representative) until (A) the date that is nine (9) months following the date of termination, or (B) such longer period as may be specified in the applicable stock award agreement; provided, however, that in no event shall any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) Stock Award remain exercisable beyond the original outside expiration date of this Agreement such Stock Award; provided, however, that, any Stock Awards that vest in whole or in part based on the attainment of performance-vesting conditions shall vest as follows: (1) If termination is be governed by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end terms of the Termapplicable Stock Award agreement. Employee’s vested Stock Awards shall be governed by the terms and conditions of the Stock Award agreements and the Company’s equity plan under which such Stock Awards were granted. Notwithstanding the foregoing, in the case event the Stock Award agreement or the equity plan pursuant to which the Stock Awards were granted provides for more favorable treatment of Employee’s Stock Awards, nothing in this Agreement is intended to limit Employee’s right to such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during more favorable treatment as provided in such Stock Award agreement or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Dateequity plan. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) If the Executive's employment hereunder is terminated during the Employment Term (1) by the Company other than for Cause and not due to disability (as determined in good faith and consistent with the Company's long term disability policy) or death, (2) by the Executive for Good Reason (as defined in paragraph (b) of this Section 7), or (3) upon non-renewal by the Company, the Executive shall be entitled to receive as severance, and the Company shall pay, an amount equal to two (2) times the sum of (x) the Executive's then current annual salary and (y) the greater of (i) the Executive's most recent annual incentive bonuses and (ii) the arithmetic mean of the Executive's annual incentive bonuses for the two (2) most recent years, payable in a lump sum on the eighth day after the date the Executive signs the release referenced below in favor of the Company and its subsidiaries. In addition, in the event your that the Executive's employment is terminated other than for Cause or death, or in the event that the Executive terminates his employment for Good Reason, as defined herein, the Executive shall be entitled to continued healthcare coverage equivalent to the coverage received while employed by the Company, for a period of one (1) year from the date of termination or until the Executive receives coverage from a subsequent employer, whichever event occurs sooner; provided, however, that, thereafter, he shall be entitled to elect to continue his health benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("COBRA"). If the Executive's employment is terminated otherwise than as described in this Section 7, the Executive shall not be entitled to any severance, termination pay or similar compensation or benefits. As a condition of receiving any severance for which he otherwise qualifies under this Section 7, the Executive agrees to execute, deliver and not revoke (within the time period permitted by applicable law) a general release of the Company and its subsidiaries and affiliates and their respective officers, directors, employees and owners from any and all claims, obligations and liabilities of any kind whatsoever arising from or in connection with the Executive's employment or termination of employment with the Company or this Agreement (including, without limitation, civil rights claims), in such form as is terminated either attached hereto as Exhibit A. The Executive acknowledges and agrees that, except as specifically described in this Section 7, all of the Executive's rights to any compensation (other than base salary earned through the date of termination of employment), benefits, bonuses or severance from the Company or its subsidiaries or affiliates after termination of the Employment Term shall cease upon such termination. (b) For purposes of this Agreement, "Good Reason" shall mean the occurrence, without the Executive's consent, of any of the following events (without the Executive's express written consent): (i) on account of your death or Disability (as defined a reduction by the Company in the Executive's base salary stated in Section 5(e4(a) belowor a reduction in the target bonus stated in Section 4(c), (ii) by a diminution in the Company without Cause (as defined in Section 5(c) below)Executive's duties with respect to the Company, or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum any material breach of this Agreement by the Company. For the avoidance of doubt, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum termination by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to Executive for Good Reason is conditioned on the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) Executive's delivery of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end a written notice of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability resignation delivered to the Company not less than thirty (30) days prior to the effective date of such resignation, as set forth in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Section 6. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event that at any time your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) the Plan), or by you for Good Reason (as defined below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below):then: (i) You the Company shall receive pay your accrued but unpaid Base Salary through the Termination Payments (as defined date of termination, at the rate in Section 5(b) below)effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination; (ii) You the Company shall also be paid continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60resignation for Good Reason) for a period of 180 days following the Termination Date, equal to date of termination in accordance with the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”)Company’s ordinary payroll practice; (iii) You to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall also pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be paid a pro-rated annual bonusreferred to as the “Continued Benefits”). Notwithstanding the foregoing, in a lump sum by the Companyevent that applicable healthcare laws do not permit continuation of coverage, which then the Company shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, reimburse you for the costs of obtaining coverage in an amount equal not to exceed the coverage amounts paid or payable by you immediately prior to the prior year’s bonus, if any, pro-rateddate of termination; and (iv) The Initial (A) all unvested Restricted Stock, Options, Option Shares and any stock options and/or restricted stock previously granted under Sections 3(cother Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and 3(d(B) all Options will remain exercisable for a period of this Agreement 90 calendar days following the date of such termination, after which time the Options shall vest as follows: (1) If expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, of service or the Company elects not duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to renew your employment at the end of the Term, in the case of any vested or unvested portion subject to such a equity award before 90 days following such termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) that your employment is terminated by the Company for Cause (as defined in Section 5(c) below)Cause, or by you other than for Good Reason, then: (iiii) the Company elects not to renew shall pay your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned accrued but unpaid Base Salary through the Termination Date; date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination; (ii) you shall not be entitled to receive any previously awarded additional payments and unpaid bonusContinued Benefits described in this Section 12; and and (iii) the vesting applicable to all unpaid reimbursable expenses incurred by you through Equity Awards shall cease immediately and the Termination Date (the “Termination Payments”). In either such event, you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no further obligation or liability such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)terms thereof. (c) For the purposes of this Agreement, : “CauseGood Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you have:report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.

Severance. (a) In Your employment with the event Company is not for a guaranteed or definite period of time. Rather, the employment relationship is “at will.” This means that you may terminate your employment with the Company is terminated at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time and for any reason whatsoever, with or without Cause or advance notice. Should the Company terminate your employment at any time without Cause, or if you terminate your employment due to a “constructive termination,” then, in either case, subject to your execution of a release of claims in form satisfactory to the Company (including your satisfaction of all requirements to make the release effective), you will be entitled to (i) a lump sum payment equivalent to 12 months base salary, and (ii) 12 months vesting acceleration with respect to any Stock Awards. Any payment of the amount set forth in (i) above will be made 60 days following your termination of employment. You may voluntarily terminate your employment within 90 days following a “constructive termination,” which will occur if either (i) on account your title or your annual salary and bonus potential are materially reduced or (ii) the headquarters of the Company is moved more than 50 miles from its present location; provided in either case that you give notice of such constructive termination within 30 days of the occurrence of such event and afford the Company 30 days in which to remedy the constructive termination. Notwithstanding anything else provided herein, to the extent any payments provided under this Agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A and you are deemed at the time of such termination of employment to be a “specified” employee under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your “separation from service” from the Company (as such term is defined in Treasury Regulations under Section 409A) or (ii) the date of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”)separation from service. In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” a termination of employment shall mean that you have:a “separation from service” within the meaning of Section 409A and Section 1.409A-1(h) of the Treasury Regulations promulgated under Section 409A.

Severance. (a) In the event your employment with the Company is terminated either If (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your Employee's employment is terminated by the Company for Cause without "cause," (ii) the Company does not agree to extend the Employment Term upon the expiration thereof, (iii) Employee terminates his employment because the Company reduces his responsibilities or compensation in a manner which is tantamount to termination of Employee's employment, or (iv) within two years following a Sale of the Company (as defined in Section 5(c) below9 of this Agreement), or (iii) the Employee gives notice to the Company elects of his resignation for "Good Reason" (as defined in Section 8(b) hereof) setting forth in reasonable detail the circumstances claimed to constitute Good Reason and stating that it constitutes notice pursuant to this Section 8(a), and the stated basis for Good Reason has not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than been fully corrected within sixty (60) days from the date of such notice, the Employee shall be entitled to (x) receive an amount equal to his total cash compensation (base salary plus bonus, excluding, however, any Change in Control Bonus paid pursuant to Section 9 hereof) for the year preceding the date of the Employee's termination or the date on which the Employment Term expires, as the case may be, such amount to be payable in a lump sum on the date of termination or the date on which the Employment Term expires, as the case may be, and (y) continue to receive the benefits referred to in Section 4(c) during the one year period following the Termination Datedate of termination or expiration (the "Severance Period"); provided, however, if any such event occurs prior to the extension of the initial Employment Term, the Employee shall be entitled to (A) an amount equal to his then current salary, payable in a lump sum on the date of termination, (iB) all earned but unpaid Base Salary through an amount equal to his target annual bonus, payable in a lump sum on the Termination Date; (ii) any previously awarded and unpaid bonus; date of termination, and (iiiC) all unpaid reimbursable expenses incurred continue to receive the benefits referred to in Section 4(c) during the Severance Period. If the Employee's employment is terminated by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company "for cause", the Employee shall not be entitled to severance compensation. The Employee covenants and agrees that he will not, during the one year period following the termination of the Employee's employment by the Company, within any jurisdiction or marketing area in connection which the Company or any of its Affiliates (as defined below) is doing business or is qualified to do business, directly or indirectly own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Company or any of its Affiliates at the time of such termination; provided, however, that ownership of securities of 2% or less of any class of securities of a public company shall not be considered to be competition with the performance Company or any of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) its Affiliates. For the purposes of this Agreement, “Cause” the term "Affiliate" shall mean, with respect to the Company, any person or entity which, directly or indirectly, owns or is owned by, or is under common ownership with, the Company. The term "own" (including, with correlative meanings, "owned by" and "under common ownership with") shall mean that you have:the ownership of 50% or more of the voting securities (or their equivalent) of a particular entity.

Severance. (a) In Subject to the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined limitations set forth in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus13, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your Employee's employment is terminated by the Company for Subsidiary without Substantial Cause (as defined including, without limitation, upon termination of this Agreement following notice thereof by the Company or the Subsidiary pursuant to Section 3 hereof) or by the Employee for Good Reason, then, without further liability of the Subsidiary or the Company, except for their obligations pursuant to this Section 10(a) and their obligations to pay or provide any salary and expenses accrued to the termination date, any unpaid bonus referred to in Section 5(c4(b) below)hereof, any Closing Bonus (whether payable before or after such termination of employment) pursuant to Section 4(c) hereof, and such rights and benefits of participation of or in respect of the Employee under employee benefit plans, programs and arrangements of the Company, the Subsidiary and their Affiliates, in accordance with the terms and provisions of such plans, programs and arrangements, (i) the Employee shall be entitled to severance compensation for the Severance Period (as hereinafter defined) following any such termination, payable in equal monthly installments, subject to withholding and other applicable taxes, at an annual rate equal to the Employee's base salary for the year of termination, as such annual rate is increased from year to year in accordance with Section 4(a) hereof; (ii) as additional severance compensation following any such termination, the Employee shall be entitled to the bonus compensation referred to in Section 4(b) hereof for the Severance Period, payable as and when ordinarily determined for the applicable year, with a bonus not less than seventy-five percent (75%) of his rate of annual base salary in effect for the year of termination; (iii) the Company elects not Employee and the Employee's spouse and Dependent Children (as hereinafter defined) shall be entitled to renew your employment at medical and dental benefits as provided immediately prior to the end date of termination which shall continue for the Severance Period (which benefits shall be terminated sooner to the extent provided by another employer and shall be subject to coordination with Medicare payments in accordance with the terms of the Initial Term or an applicable Renewal Term, you benefit plan); (iv) the Employee shall be paidentitled to receive, as soon as practicable but no later than sixty (60during the Severance Period, the benefits described in Section 4(d) days following hereof and the Termination Dateautomobile rights and perquisites described in Section 4(e) hereof, (i) all earned but unpaid Base Salary through the Termination Date; (ii) PROVIDED, HOWEVER, if any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability benefit is not available to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:the

Severance. (a) In Employee shall be entitled to receive from the event your Company severance benefits in the amount provided in subsection b. below, if in connection with a Change in Control or within one year after a Change in Control, Employee's employment with the Company is terminated either terminated; provided, however, that Employee will not be entitled to any severance benefit if Employee's termination of employment is (i) on account of your death for Cause, or Disability (as defined in Section 5(e) below), (ii) initiated by Employee for other than Good Reason. Notwithstanding any other provision of this Agreement, the consummation of a Transaction in itself shall not be deemed a termination of employment entitling Employee to severance benefits hereunder even if such event results in Employee being employed by a different entity which assumes the Company's obligations under this Agreement. b) If Employee's services are terminated, entitling Employee to severance benefits pursuant to subsection a. above, Employee shall be entitled to the following benefits: i) During the Severance Period, the Company without Cause shall continue to pay to Employee the annual base salary payable to Employee at the rate and according to the payment schedule in place immediately prior to the termination of employment, subject to federal and state withholding, FICA, FUTA and withholding for all other applicable taxes; ii) During the Severance Period, the Company shall continue on behalf of Employee (as defined in Section 5(c) belowand Employee's dependents and beneficiaries), or (iii) by you due life insurance, disability insurance, medical and dental benefits and any/all other benefits which were being provided to Constructive Termination without Cause (Employee at the time of termination of employment and the expense shall be allocated between the Company and Employee on the same basis as defined in Section 5(d) below): (i) You shall receive prior to the Termination Payments (as defined in Section 5(b) below); date of termination of employment. The benefits provided pursuant to this subsection (ii) You shall also be paid no less favorable to Employee than the coverage provided to Employee under the plans providing such benefits at the time notice of termination was given to Employee. The obligation of the Company under this subsection (ii) shall be limited to the extent that Employee obtains any such benefits pursuant to a lump sum by subsequent employee's benefit plans, in which case the Company may reduce the coverage of any benefit it is required to provide Employee under this subsection (ii) as long as the aggregate coverage of the combined benefit plans is no less favorable to Employee, in terms of amounts and deductibles and costs to Employee, than the coverage required to be provided under this subsection (ii) as long as the aggregate coverage of the combined benefit plans is no less favorable to Employee, in terms of amounts and deductibles and costs to Employee, than the coverage required to be provided under this subsection (ii). This subsection (ii) shall not be interpreted so as to limit any benefits to which Employee (or Employee's dependents or beneficiaries) are entitled under any of the Company's employee benefit plans, which shall be paid as soon as practicable but not later than sixty (60) days programs or practices following the Termination Date, equal Employee's date of termination of employment. The provision of continued benefits to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining Employee under this Agreement subsection (ii) shall not deprive Employee of any independent statutory right to continue benefits coverage pursuant to Sections 601 through 606 of the “Post Termination Salary Payment”);Employee Retirement Income Security Act of 1974, as amended; and (iii) You On the date of termination of employment, the Company shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in pay Employee an amount equal to the prior year’s bonusbonus(es), if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is Employee would have received had Employee remained in the Company's employment during the Severance Period, calculated using the targeted bonus rate established by the Company without Cause under any applicable employment agreement or in its bonus plan then in effect (or, if no rate was established for the period in question, the targeted bonus rate established for the prior period) and assuming that all performance criteria would have been met, provided, however, that if the targeted bonus rate is based on performance over a period of time which ends after the Severance Period, then the amount paid to Employee under this subsection (iii) shall be prorated based on the number of days Employee was employed by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at during the end applicable bonus period plus the number of the Term, days in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination DateSeverance Period. (biv) In the event you (i) voluntarily terminate your the Employee is employed under any employment agreement with the Company which also provides for any reason other than Constructive Termination without Causeseverance payments upon termination of Employee's employment under certain circumstances, (ii) your employment and if Employee is terminated entitled to receive severance payments and/or benefits thereunder, then the severance payments and/or benefits provided hereunder shall be reduced on a dollar-for-dollar basis by the Company for Cause (as defined in Section 5(c) below), or (iii) severance payments and/or benefits provided under the Company elects not to renew your employment at agreement; it being the end intention of the Initial Term or an applicable Renewal Term, you parties hereto that the Employee shall only be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) entitled to receive "one" set of severance payments and benefits under any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)circumstances. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (ai) In the event your Executive's employment with the Company is hereunder shall be terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause Executive for Good Reason or by the Employer for other than Cause, Death or Disability: (a) the Executive shall thereupon receive as defined severance pay in Section 5(ca lump sum the amount of Salary and Retirement Contribution which the Executive would have received for the remaining term of this Agreement had there been no termination, provided however, that in no event shall such lump sum payment be less than two years' Salary and Retirement Contribution; and (b) below)the Executive's (and his dependents') participation in any and all life, disability, medical and dental insurance plans shall be continued, or equivalent benefits provided to him or them by the Employer, at no cost to him or them, for a period of two years from such termination; and (iiic) any options granted to Executive which have not, by you due the terms of the options, vested shall be deemed to Constructive Termination without Cause have vested at the termination and shall thereafter be exercisable for the maximum period of time allowed for exercise thereof under the terms of such options; and (as defined in Section 5(dd) below): (i) You the Executive shall receive the Termination Payments (amount credited to the Executive's non-qualified deferred compensation account as defined set forth in Section 5(b4(F) below);hereof. (ii) You An election by Executive to terminate his employment under the provisions of this Section 8 shall also not be paid deemed a lump sum by voluntary termination of employment of Executive for the Companypurpose of interpreting the provisions of any of the Employer's employment benefit plans, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary programs or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”);policies. (iii) You In the event of a sale of substantially all of the assets or stock of ESG to any nonaffiliated purchaser or purchasers in an arm's length transaction, the Executive shall also be paid a pro-rated annual bonus, entitled to receive as severance pay in a lump sum by six months' Salary and the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal credited to the prior year’s bonusExecutive's non-qualified, if anynon-interest bearing and non-income earning deferred compensation account, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined set forth in Section 5(c4(F) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)hereof. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In If, during the event your Employment Term and any Renewal Term and either prior to the occurrence of a Change in Control or more than 12 months after a Change in Control, the Executive’s employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (Cause, then, the Company shall have no liability or further obligation to the Executive except as defined in follows: the Executive shall be entitled to receive, subject to Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below6(f): (i) You shall receive within 30 days of such termination of employment, any earned but unpaid Base Salary for the Termination Payments period prior to termination and any earned but unpaid bonuses, in cash, for prior periods which have ended at the time of such termination (as defined in Section 5(b) below“Entitlements”); (ii) You shall also be paid a lump sum by at the Companytime provided in such plan, any rights to which he is entitled in accordance with such applicable plan or program provisions under any employee benefit plan, program or arrangement, fringe benefit or incentive plan (“Rights”); and (iii) severance pay in an amount that is equal to one year’s Base Salary, less applicable withholdings and deductions, which shall be paid payable in accordance with the Company’s standard payroll practices over a period of one year from the termination of Executive’s employment pursuant to this Section 6(a); provided, however, such amounts payable under this section 6(a)(iii) shall be subject to set off by the Company for any amounts received by Executive during the one year period following his termination of employment with the Company as soon an employee, consultant, partner, owner or other similar capacity (such amounts shall be referred to herein as practicable the “Initial Severance Pay”). Additionally, upon a termination of the Executive’s employment without Cause under this Section 6(a), (x) all non-vested time based Long-Term Incentive Awards and all non-vested but not later than sixty earned performance based Long-Term Incentive Awards shall accelerate, become fully earned and vested, and (60y) the end of the performance period for all non-vested but unearned performance based Long-Term Incentive Awards shall be the date of such termination and a pro rata amount of any of such awards then deemed to be earned awards (determined by the number of completed days following of the Termination Dateperformance period for such award divided by the total number of days in such performance period) shall accelerate, equal become fully earned and vested; provided, that all unexercised share option awards shall terminate within six months of such termination of employment. As a condition of and upon receiving the severance pay under Section 6(a)(iii) and the acceleration of vesting of non-vested Long-Term Incentive Awards set forth in the immediately preceding paragraph, the Executive agrees to execute a release thereby releasing the Company and its affiliates from any and all obligations and liabilities to the lesser Executive arising from or in connection with the Executive’s employment or termination of employment with the Company and its affiliates and any disagreements with respect to such employment, except that such release shall not apply with respect to any rights of the Executive to indemnification under the Company’s Declaration of Trust, By-Laws or a separate agreement, or to any rights of the Executive to indemnification or directors’ and officers’ liability insurance coverage of the Company and its affiliates. If the Executive does not execute the release and the release does not become irrevocable within 60 days of his termination of employment, the Executive shall forfeit his right to the severance pay under Section 6(a)(iii) and the acceleration of vesting of his non-vested Long-Term Incentive Awards. (1b) twelve If, during the Employment Term and any Renewal Term, the Executive’s employment is terminated in a Double Trigger Termination, then, the Company shall have no liability or further obligation to the Executive except as follows: the Executive shall be entitled to receive, subject to Section 6(f): (12i) months within 30 days of your such termination of employment, any earned but unpaid Base Salary for the period prior to termination and any earned but unpaid bonuses, in cash, for prior periods which have ended at the time of such termination (“Entitlements”); (ii) at the time provided in such plan, any rights to which he is entitled in accordance with such applicable plan or program provisions under any employee benefit plan, program or arrangement, fringe benefit or incentive plan (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary PaymentRights”); (iii) You shall also be paid a prowithin 60 days of such termination of employment, severance pay (the “Post-rated annual bonus, CoC Severance Pay”) in a lump sum cash payment equal to two and one half (2.5) times the sum of: (x) the Executive’s Base Salary at termination (disregarding a reduction in Base Salary that constitutes Good Reason), and (y) the average of the last two annual cash bonuses the Company has paid to or agreed to pay to (if such payment has not yet been made) the Executive (the “Average Bonus”); (iv) within 60 days of such termination of employment, a lump sum cash payment of a pro rata annual bonus, without duplication of any Entitlements, determined by (x) the number of days the Executive was employed by the Company during the fiscal year divided by 365, and multiplied by (y) the Average Bonus (the “Pro Rata Cash Bonus”); and Additionally, upon a termination of the Executive’s employment in a Double Trigger Termination under this Section 6(b), (x) all non-vested time based Long-Term Incentive Awards and all non-vested but earned performance based Long-Term Incentive Awards shall accelerate, become fully earned and vested, and (y) the end of the performance period for all non-vested but unearned performance based Long-Term Incentive Awards shall be the date of such termination and a pro rata amount of any of such awards then deemed to be earned awards (determined by the number of completed days of the performance period for such award divided by the total number of days in such performance period) shall accelerate, become fully earned and vested; provided, that all unexercised share option awards shall terminate within six months of such termination of employment. Additionally, medical, dental, disability, life insurance and other employee welfare benefits (the “Welfare Plans”) then provided to senior executives of the Company shall be continued following the date of termination for a period of two and one half (2.5) years and, if the Executive is precluded from participating in any Welfare Plan by its terms or applicable law during such period, the Company shall reimburse expenses actually incurred by the Executive during such period to obtain similar Welfare Plan coverage, but only to the extent Executive’s requested reimbursement of expenses for similar Welfare Plan coverage does not exceed the Company’s premiums or contributions that the Company would otherwise pay under the terms of this Agreement as of the date of the Executive’s termination, or date of payment if later, to continue Executive’s participation in the underlying Welfare Plan for the period the expenses were incurred by the Executive. Expenses reimbursable under this paragraph shall be reimbursed within thirty (30) days following Executive’s submission to the Company of the reimbursement request and supporting documentation reasonably requested by the Company and in no event later than the end of the calendar year following the calendar year in which the expenses were incurred by Executive. The expenses eligible for reimbursement under this paragraph during any calendar year shall not affect the expenses eligible for reimbursement under this paragraph in any other calendar year. (c) If during the Employment Term, the Executive’s employment is terminated on account of death or Disability, the Company shall have no liability or further obligation to the Executive except as follows: the Executive (and his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) shall be entitled to receive, subject to Section 6(f): (i) any Entitlements within 30 days of such termination of employment or, if later, the date such Entitlement would otherwise be paid to active employees of the Company, and any Rights at the time provided in the relevant plans; and (ii) Initial Severance Pay, which shall be paid as soon as practicable payable in accordance with the Company’s standard payroll practices over a period of one year from the date of the termination of Executive’s employment pursuant to this Section 6(c). Additionally, (x) all non-vested time based Long-Term Incentive Awards and all non-vested but not later than sixty earned performance based Long-Term Incentive Awards shall accelerate, become fully earned and vested, and (60y) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Termperformance period for all non-vested but unearned performance based Long-Term Incentive Awards shall be the date of such termination and a pro rata amount of any of such awards then deemed to be earned awards (determined by the number of completed days of the performance period for such award divided by the total number of days in such performance period) shall accelerate, become fully earned and vested; provided, that all unexercised share option awards shall terminate within six months of such termination of employment. Additionally, the group health plan then provided to senior executives of the Company shall be continued following the date of termination for a period of one year and, during such period, if the Executive is precluded from participating in such group health plan by its terms or applicable law at any time during such period, the Company shall reimburse expenses actually incurred by the Executive during such period to obtain similar coverage, but only to the extent Executive’s requested reimbursement of expenses for such similar coverage does not exceed the Company’s premiums or contributions that the Company would otherwise pay as of the date of the Executive’s termination to continue the Executive’s participation in the case group health plan for the period the expenses for similar coverage are incurred by Executive. Expenses reimbursable under this paragraph shall be reimbursed within thirty (30) days following Executive’s submission to the Company of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the reimbursement request and supporting documentation reasonably requested by the Company and in no event later than the end of the Initial Term calendar year following the calendar year in which the expenses were incurred by Executive. The expenses eligible for reimbursement under this paragraph during any calendar year shall vest as not affect the expenses eligible for reimbursement under this paragraph in any other calendar year. Notwithstanding the foregoing, the continuation period for group health benefits under Section 4980B of the Termination Date; or Internal Revenue Code of 1986, as amended (2the “Code”) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as reason of the Termination DateExecutive’s termination of employment with the Company shall be measured from his actual date of termination of employment. As a condition of receiving the Initial Severance Pay under Section 6(c)(ii), the Executive, or the representative of his estate if he has died, agrees to execute a release thereby releasing the Company and its affiliates from any and all obligations and liabilities to the Executive arising from or in connection with the Executive’s employment or termination of employment with the Company and its affiliates and any disagreements with respect to such employment, except that such release shall not apply with respect to any rights of the Executive to indemnification under the Company’s Certificate of Incorporation, By-Laws or a separate agreement, or to any rights of the Executive to indemnification or directors’ and officers’ liability insurance coverage of the Company and its affiliates. If the Executive or the representative of his estate does not execute the release and the release does not become irrevocable within 60 days of his termination of employment or death, the Executive or the estate shall forfeit the right to the Initial Severance Pay under Section 6(c)(ii) and the acceleration of vesting of his non-vested Long-Term Incentive Awards. (bd) In If during the event you (i) voluntarily terminate your employment for Employment Term and any reason other than Constructive Termination without CauseRenewal Term, (ii) your the Executive’s employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) by the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination DateExecutive for any reason, (i) all earned but unpaid Base Salary through the Termination Date; non-vested and/or unexercised Long-Term Incentive Awards shall be forfeited, terminated and cancelled and (ii) the Company shall have no liability or further obligation to the Executive except as follows: the Executive shall be entitled to receive any previously awarded Entitlements within 30 days of such termination of employment or, if later, the date such Entitlement would otherwise be paid to active employees of the Company, and unpaid bonus; any Rights at the time provided in the relevant plans. (e) The payments made pursuant to this Section 6 shall be excluded from all pension and benefit calculations under the employee benefit plans of the Company and its affiliates, except as otherwise provided in the applicable employee benefit plan. (iiif) all unpaid reimbursable expenses incurred Notwithstanding anything in this Section 6 to the contrary, if any amounts or benefits payable under this Agreement in the event of Executive’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts and benefits shall commence when the Executive incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the Company under Code Section 414(b) or 414(c) (“Separation from Service”). Such payments or benefits shall be provided in accordance with the timing provisions of this Agreement by you through substituting the Termination Date Agreement’s references to “termination of employment” or “termination” with Separation from Service. Notwithstanding the foregoing, if at the time of Executive’s Separation from Service the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that the constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to Executive on account of the Executive’s Separation from Service will not be paid until after the earlier of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of the Executive’s death (the “Termination Payments409A Suspension Period”). In either Within 14 calendar days after the end of the 409A Suspension Period, the Executive shall be paid a cash lump sum payment equal to any payments (including interest on any such eventpayments, you shall have no further obligation or liability at an interest rate of not less than the prime interest rate, as published in the Wall Street Journal, over the period such payment is restricted from being paid to the Executive) and benefits that the Company would otherwise have been required to provide under this Section 6 but for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments and benefits due under this Section 6 in connection accordance with the performance terms of this agreement Section (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreementas if there had not been any Suspension Period beforehand). (c) . For the purposes of this Agreement, “Cause” each payment that is part of a series of installment payments shall mean that you have:treated be as a separate payment for purposes of Code Section 409A.

Severance. If Executive's employment is terminated: (a) In the event your employment with as a result of Sections 6.01(b) and (f), then the Company is terminated either shall pay to Executive his full Base Salary, bonuses for the calendar year (ior employment period) on account prior to the year (or employment period) in which such termination occurs and Benefits prorated through the effective date of your death or Disability (as defined in Section 5(e) below)such termination, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which and Executive shall be paid as soon as practicable but not later than sixty (60) days following reimbursed for any expenses incurred by him pursuant to Section 4.04 through the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Datedate; or (2b) If termination is due to Cause or by you not as a result of Constructive Termination without CauseSection 6.01(c), 6.01(d) or 6.01(e), then you the Company shall only be permitted pay to retain those stock options and/or restricted shares Executive or Executive's estate (1) his full Base Salary, bonuses for the calendar year (or employment period) prior to the year (or employment period) in which have vested as such termination occurs, pro-rated bonuses for the current year (or period) and Benefits prorated through the effective date of such termination and (2) additional Base Salary, payable in monthly installments, plus additional Benefits, for the Termination Date. (b) In period from the event you effective date of such termination until the later of (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, one year after the effective date of such termination and (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) date on which the Company elects not to renew your employment at the end of the then-current Initial Term or an applicable Renewal Term, you as the case may be, would have expired (provided, however, if participation by 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); Executive shall be paid, as soon as practicable but no reimbursed for any expenses incurred by him pursuant to Section 4.04 through the effective date of such termination; Executive shall be paid $700 per month (or a prorated portion thereof) for the automobile to be used by Executive from the effective date of such termination until the later than sixty (60) days following the Termination Date, of (i) all earned but unpaid Base Salary through one year after the Termination Date; effective date of such termination and (ii) any previously awarded and unpaid bonusthe date on which the then-current Initial Term or Renewal Term, as the case may be, would have expired; and (iii) all unpaid reimbursable expenses incurred by you through stock options granted to Executive shall immediately vest and be exercisable as of, and for a period of twelve months after, the Termination Date (the “Termination Payments”). In either effective date of such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)termination. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. If the Company terminates the Employee’s employment for reason other than for Cause, the Employee shall be entitled to the following compensation and benefits: a. The Company shall pay the Employee a lump sum equal to Employee’s W-2 compensation that would be payable hereunder but for such termination for the Thirty-six (a36) In month period on the event your first day of the month of the Employee’s termination, said sum to be paid within Thirty (30) days after the Employee’s termination of employment. b. The Company shall pay the Employee all bonus of deferred compensation (whether in the form of cash, stock or otherwise) accrued but unpaid as of the Employee’s termination, said sum to be paid within Thirty (30) days after the Employee’s termination or employment. c. For a period of Twenty-four (24) months after the Employee’s termination of employment with the Company, the Company shall continue to pay for and provide existing employee welfare benefits which the Employee is receiving as of the date of termination of employment, including life insurance, health, medical, dental, vision and wellness, accidental death and dismemberment and disability benefits; provided, however that the Company’s obligations under this subsection shall terminate from the date that the Employee first becomes eligible after termination of employment with the Company is terminated either for similar coverage under another employer’s plan. d. Notwithstanding anything to the contrary in any Stock Option Agreement: (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any all unvested shares underlying stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have become fully vested as of the Termination Date. (b) In date of the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, Employee’s termination and (ii) your employment is terminated by the Employee shall continue to be treated under each Stock Option Agreement as if the Employee was an employee of the Company for Cause until the first to occur of (as defined in Section 5(cx) below), the Twenty-Four (24) month anniversary of the Employee’s termination of employment or (iiiy) the Company elects not to renew your employment at the end expiration of the Initial Term exercise period provided for therein; provided, however, in the event of the Employee’s death or an applicable Renewal TermDisability after the date of the Employee’s termination of employment hereunder, you the time for exercise after death or Disability prescribed in the Stock Option Agreement shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”)apply. In either such event, you shall have no further obligation or liability to the Company in connection with the performance The provisions of this agreement (except subsection shall also apply to all substitute stock options granted to Employee in exchange for the continuing obligations specified in Sections 7, 8 and 10 of Employee’s Company stock options to which this Agreement)subsection applies. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In addition to any accrued but unpaid base salary and bonus earned through the event your employment with the Company is terminated either (i) on account date of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Companytermination of employment, which shall be paid as soon as practicable but not later than sixty (60) days following payable to Employee regardless of the Termination Datereasons for such termination, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining if Employee’s employment under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below)other than Cause, or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you then Employee shall be paid, as soon as practicable but no later than sixty (60) days following entitled to receive his salary until the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 scheduled expiration of this Agreement; provided, however, that during such time Employee shall seek other employment (the "Severance Benefit"). (cb) Notwithstanding anything in this Agreement to the contrary, Employee shall not be entitled to any of the Severance Benefit described herein if (i) in the event of a Change of Control (A) Employee is offered Comparable Employment by a Successor Company (as defined below); or (B) Employee accepts employment with a Successor Company (other than transition services that may be requested of Employee by the Successor Company), regardless of whether that employment constitutes Comparable Employment or (ii) if Employee accepts employment with another company on comparable terms following termination for other than Cause. The term “Successor Company” means, upon a Change of Control, a successor to the Company as a result of the acquisition of securities, a merger, liquidation, reorganization, consolidation or sale of assets of the Company, or otherwise a successor to the Company as a result of the Change of Control. Severance benefits shall be payable only upon Employee’s termination of employment with the Company as provided herein. In no event shall the Company have any liability for severance with respect to Employee’s termination of employment with a Successor Company. For the purposes of this Agreement, “Cause” "Comparable Employment" shall mean that you have:an offer to continue this Agreement for the remaining term, or an offer for a new contract incorporating substantially all of the terms of this Agreement as they would apply as of the date of the closing of a transaction which constitutes a Change of Control, including, at least, Employee’s then current base salary, formula bonus, perquisites and benefits.

Severance. (a) In If the event your employment with the Company Employment Period is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due Good Reason (as defined in Section 5(h) below), you will be entitled to receive (i) your Death or Disability, or the Company elects not to renew your employment Base Salary as in effect at the end of the Term, in the case time of such a terminationtermination to the extent such amount has accrued through the Termination Date (as defined in Section 5(e) below) and remains unpaid, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest (ii) any fully earned and declared but unpaid Performance Bonus as of the Termination Date; or, (iii) an amount equal to the sum of Base Salary you would have received from the date of such termination through the then applicable Expiration Date, which shall be payable in the same amounts and at the same intervals as if the Employment Period had not ended and (iv) any unpaid Expenses as of the Termination Date. Upon delivery of the payments and benefits described in this Section 5(a), the Company shall have no further obligation to you under this letter agreement or otherwise with respect to your employment with the Company. The Company’s obligation to make the payments to you described in clause (iv) of this Section 5(a) is conditioned upon your executing and delivering, no later than 14 days following the Termination Date, a release relating to your employment by the Company in favor of the Company, its Affiliates and their respective stockholders, officers, members, managers, directors, employees, subsidiaries and affiliates substantially in the form attached as Exhibit A. (2b) If termination the Employment Period is due to terminated by the Company for Cause or by you not other than for Good Reason, the Company will pay you (i) your Base Salary as a result in effect at the time of Constructive such termination to the extent such amount has accrued through the Termination without CauseDate and remains unpaid, then (ii) any fully earned and declared but unpaid Performance Bonus as of the Termination Date, and (iii) any unpaid Expenses as of the Termination Date. Upon delivery of the payment described in this Section 5(b), the Company will have no further obligation to you shall only be permitted under this letter agreement or otherwise with respect to retain those stock options and/or restricted shares which have vested your employment with the Company. (c) If the Employment Period is terminated upon your Disability (as defined in Section 5(g) below) or death, the Company will pay you or your estate or succession, whichever is applicable, (i) your Base Salary as in effect at the time of such termination to the extent such amount has accrued through the Termination Date and remains unpaid, (ii) any fully earned and declared but unpaid Performance Bonus as of the Termination Date, and (iii) any unpaid Expenses as of the Termination Date. (bd) Except as otherwise required by law or as specifically provided herein, all of your rights to salary, severance, fringe benefits, bonuses and any other amounts hereunder (if any) accruing after the termination of the Employment Period will cease upon the earlier of the date of such termination and your last day of active service. In the event the Employment Period is terminated, your sole remedy, and the sole remedy of your successors, assigns, heirs, representatives and estate, will be to receive the payments described in this letter agreement. (e) Any termination of the Employment Period by the Company (other than termination upon your death) or by you must be communicated by written notice (in either case, a “Notice of Termination”) to you. For purposes of this letter agreement, “Termination Date” means (i) voluntarily terminate if the Employment Period is terminated by your employment for any reason other than Constructive Termination without Causedeath, the date of your death, (ii) your employment if the Employment Period is terminated upon your Disability, by the Company for Cause or by you, the date specified in the Notice of Termination (as defined in Section 5(c) belowwhich may not be earlier than the date of such Notice). Notwithstanding anything contained herein to the contrary, or (iii) the Company elects not to renew your employment at the end any termination of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred Employment Period by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability must be communicated to the Company in connection with no less than 30 days prior to the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)intended Termination Date. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your employment with during the Company is terminated either Employment Period (i) on account of your death Company terminates Employee’s employment without Cause pursuant to Section 4.1(c) or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Employee terminates her employment for Good Reason pursuant to Section 5(c) below4.1(d), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal subject to the lesser execution and non-revocation of a release and waiver of all claims described below, Company shall continue her base salary in accordance with its regular payroll practices for a period of (1A) twelve (12) months, commencing on the date that is thirty (30) days after the termination in the case of a termination of employment either prior to a Change in Control or following a period of twelve (12) months of your Base Salary after a Change in Control or (2B) eighteen (18) months, commencing on the Base Salary date that is thirty (30) days after the termination in the case of a termination of employment during the twelve (12) month period immediately following a Change in Control. Notwithstanding anything herein to the contrary, receipt of any payment in connection with a termination of employment shall be conditioned on Employee signing a release and waiver of all claims against Company and its affiliates within thirty (30) days after her termination of employment, in such form and manner as Company shall reasonably prescribe, which release shall become effective and irrevocable within thirty (30) days after Employee’s termination of employment. Employee shall accept these payments remaining in full discharge of all obligations of any kind which Company has to her except obligations, if any (i) for post-employment benefits expressly provided under this Agreement and/or at law, (ii) to repurchase any capital stock of Company owned by Employee (as may or may not be set forth in the applicable stock agreement); or (iii) for indemnification under separate agreement by virtue of Employee’s status as a director/officer of Company. Employee shall also be eligible to receive a bonus with respect to the year of termination to the extent provided in Section 3(b). Notwithstanding anything herein to the contrary, in the event that Employee is determined to be a specified employee within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Post Termination Salary PaymentCode”); (iii, for purposes of any payment on termination of employment hereunder, payment(s) You shall also be paid a promade or begin, as applicable, on the first payroll date which is more than six months following the date of separation from service, to the extent required to avoid any adverse tax consequences under Section 409A of the Code. Any payments that would have been made during such 6-rated annual bonus, month period shall be made in a lump sum by on the first payroll date which is more than six months following the date Employee separates from service with Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted . Each payment under Sections 3(c) and 3(d) of this Agreement shall vest be treated as follows: (1) If termination is by the Company without Cause or by you a separate payment for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end purposes of Section 409A of the TermCode. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. This Agreement shall be interpreted and administered in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end manner consistent with Section 409A of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination DateCode. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your employment with during the Company is terminated either Employment Period (i) on account of your death Company terminates Employee’s employment without Cause pursuant to Section 4.1(c) or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Employee terminates her employment for Good Reason pursuant to Section 5(c) below4.1(d), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal subject to the lesser execution and non-revocation of a release and waiver of all claims described below, Company shall continue her base salary in accordance with its regular payroll practices for a period of (1A) twelve (12) months, commencing on the date that is thirty (30) days after the termination in the case of a termination of employment either prior to a Change in Control or following a period of twenty-four (24) months of your Base Salary after a Change in Control or (2B) eighteen (18) months, commencing on the Base Salary date that is thirty (30) days after the termination in the case of a termination of employment during the twenty-four (24) month period immediately following a Change in Control. Notwithstanding anything herein to the contrary, receipt of any payment in connection with a termination of employment shall be conditioned on Employee signing a release and waiver of all claims against Company and its affiliates within thirty (30) days after her termination of employment, in such form and manner as Company shall reasonably prescribe, which release shall become effective and irrevocable within thirty (30) days after Employee’s termination of employment. Employee shall accept these payments remaining in full discharge of all obligations of any kind which Company has to her except obligations, if any (i) for post-employment benefits expressly provided under this Agreement and/or at law, (ii) to repurchase any capital stock of Company owned by Employee (as may or may not be set forth in the applicable stock agreement); or (iii) for indemnification under separate agreement by virtue of Employee’s status as a director/officer of Company. Employee shall also be eligible to receive a bonus with respect to the year of termination to the extent provided in Section 3(b). For purposes of these severance pay provisions and any other term of this Agreement which provides for a payment upon termination of employment, Employee shall be considered as having terminated employment only if such termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder. Notwithstanding anything herein to the contrary, in the event that Employee is determined to be a specified employee within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Post Termination Salary PaymentCode”); (iii, for purposes of any payment on termination of employment hereunder, payment(s) You shall also be paid a promade or begin, as applicable, on the first payroll date which is more than six months following the date of separation from service, to the extent required to avoid any adverse tax consequences under Section 409A of the Code. Any payments that would have been made during such 6-rated annual bonus, month period shall be made in a lump sum by on the first payroll date which is more than six months following the date Employee separates from service with Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted . Each payment under Sections 3(c) and 3(d) of this Agreement shall vest be treated as follows: (1) If termination is by the Company without Cause or by you a separate payment for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end purposes of Section 409A of the TermCode. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. This Agreement shall be interpreted and administered in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end manner consistent with Section 409A of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination DateCode. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. At the Effective Time, the Executive shall be paid in a lump sum in cash the amount described in Section 6(d)(i) of the Employment Agreement, calculated if he had exercised his right to terminate his employment for Good Reason at the Effective Time. In consideration of the foregoing payment, the Executive shall cease to be entitled to receive the 2 payment described in Section 6(d)(i) of the Employment Agreement upon the subsequent termination of his employment for any reason. However, in the event of the termination of the Executive's employment during the period of one year following the Effective Time by Parent other than for Cause or Disability, or by the Executive for Good Reason, the Executive shall be entitled to receive a lump sum in cash within 30 days after the Date of Termination equal to the aggregate of the following amounts: (a) In the event your employment with the Company is terminated either product of (i) on account of your death or Disability the Multiplier (as defined in Section 5(ebelow) below), and (ii) by the Company without Cause sum of (A) the Annual Base Salary, (B) the Highest Annual Bonus and (C) the Greater Long-Term Bonus; and (b) all Accrued Obligations (except to the extent previously paid); and (c) a lump-sum retirement benefit equal to the difference between (I) the actuarial equivalent of the benefits under the Retirement Plans which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of the Employment Agreement for a period equal to one year times the Multiplier, assuming for this purpose that all accrued benefits are fully vested, and (II) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plans; provided, that for purposes of this sentence the term "Good Reason" shall only relate to events occurring after the Effective Time and shall mean "Good Reason" as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined of the Employment Agreement except that the reference in Section 5(d) below): clause (i) You shall receive to Section 4(a) of the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which Employment Agreement shall be paid deemed to refer to said Section 4(a) as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum amended by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) Section 2 of this Agreement shall vest as follows: (1) If termination is by Amendment, and the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end last two sentences of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in said Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later disregarded. The Executive shall also remain entitled to receive the other payments and benefits provided for in the Employment Agreement (other than sixty Section 6(d)(i) thereof) in the event of a termination of his employment during the Employment Period (60) days following it being acknowledged that any such termination by the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”Executive will be for Good Reason for such purposes). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this AgreementSection 3, “Cause” the "Multiplier" shall mean that you have:a fraction, the numerator of which is the number of days from the Date of Termination through the first anniversary of the Effective Time, and the denominator of which is 365.

Severance. (a) In the event your If Employee’s employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company Employer without Cause (as defined in Section 5(c9(b)(ii) below), hereof) or (iii) by you due to Constructive Termination without Cause Employee for Good Reason (as defined in Section 5(d9(b)(i) below): hereof), subject to Employee’s compliance with the obligations in Sections 3(c), 4, 6 and 7 hereof, and subject to Section 15(c) hereof in the case of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, Employee shall receive payment of an amount equal to the quotient obtained by dividing (i) You shall receive Employee’s Base Salary and Target Cash Incentive (as defined below) for the Termination Payments year of termination (less any salary and incentive award payments paid to Employee for employment during any period following the delivery or receipt of a written notice of termination), by (ii) twelve (12) (but not as an employee), for each month in the Severance Period (as defined in Section 5(b3(b) belowhereof) following such termination of employment (the “Basic Severance”); (ii) You shall also be paid a lump sum by , payable in accordance with the Companyregular payroll practices of Employer, which but not less frequently than monthly, provided that the first payment shall be paid made on the first payroll period after the sixtieth (60th) day following such termination and shall include payment of any amounts that would otherwise be due prior thereto. Notwithstanding the foregoing, if Employee’s employment is terminated by Employer without Cause or by Employee for Good Reason within twenty-four (24) months after a Change in Control (as soon as practicable but not later than sixty defined in the Markit Ltd. 2014 Equity Incentive Award Plan (60) days following the Termination Date“Plan”)), Employee shall receive additional monthly severance payments equal to the lesser quotient obtained by dividing (i) Employee’s Base Salary and Target Cash Incentive for the year of termination (1less any salary and incentive award payments paid to Employee for employment during any period following the delivery or receipt of a written notice of termination), by (ii) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in as an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) belowemployee), or for twelve (iii12) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:months,

Severance. (a) In the event your employment with the Company that Employee is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)subject to an Other Involuntary Termination, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which Employee shall be paid entitled to receive severance benefits as soon as practicable but not later than sixty follows: (60A) days following the Termination Date, equal to the lesser of (1) severance payments for [twelve (12) months (if Employee is a SVP)] [eighteen months (18) (if Employee is the CEO)] after the effective date of your Base Salary or the termination (2) the Base Salary payments remaining under for purposes of this Agreement (Section 2(b)[(i)][(ii)], the “Post Termination Salary PaymentSeverance Period”); (iii) You equal to the base salary which Employee was receiving immediately prior to the Other Involuntary Termination, which payments shall also be paid a pro-rated annual bonusduring the Severance Period in accordance with the Company’s standard payroll practices; and (B) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Other Involuntary Termination pursuant to the terms of COBRA or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The benefits to be provided under Section 2(b)(i)[ and 2(b)(ii)] shall be paid or commence to be paid on the sixtieth (60th) day following Employee’s termination of employment (subject to Employee’s 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 the provision of subsidized COBRA benefits to Employee could cause the Company to become subject to excise tax as a lump sum result of the Patient Protection and Affordable Care Act, as amended by the Healthcare Reform Act, the Company shall pay Employee a monthly amount in cash equal to the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’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 Company, which shall be paid as soon as practicable but not later than sixty provided Employee commences such services within ninety (6090) days following such of Employee’s Other Involuntary Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreementdate). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. In the event that, prior to the end of the Specified Period, (a) In the event Succession Plan does not occur in accordance with the Merger Agreement and you resign in accordance with the notice and timing procedures for Constructive Discharge in your Employment Agreement or (b) you experience a termination of your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(cyour Employment Agreement) below), or (iii) by you due to reason of Constructive Termination without Cause Discharge (as defined in Section 5(dyour Employment Agreement, but subject to the section entitled “Waiver of Constructive Discharge” below) below): (each such termination of employment in clauses (a) and (b), a “Qualifying Termination”), you will be entitled to receive (i) You shall receive the Termination Payments (as defined in Section 5(b) below); any annual bonus or long-term incentive award earned or accrued for a prior performance period that has not yet been paid, (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser greater of (1A) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s sum of (x) your then applicable base salary through the remainder of the Specified Period and (y) annual performance bonuses (based on your then most recent annual performance bonus) that would have been earned or accrued during the remainder of the Specified Period and (B) an amount equal to the sum of your then applicable annual base salary and then most recent annual performance bonus, if any, pro-rated; and (iii) payment for the value of the contributions that would have been made to you or for your benefit under all applicable retirement and other employee benefit plans had your employment continued through December 31 of the year in which your termination of employment occurs and (iv) The Initial Option continuing coverage under all existing life, health and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If disability programs for one year following your termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) date. In the event you experience a termination of employment due to your death or disability (as described in your Employment Agreement), you will be entitled to receive the amounts specified in (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause), (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) belowii)(B), or (iii) and (iv). All amounts under this section will be payable in equal bi-weekly installments commencing on the Company elects not to renew your employment at first regular pay date immediately following the end date on which the Release Requirements are satisfied, for the greater of the Initial Term remainder of the Specified Period or an applicable Renewal Term12 months. In order to satisfy the “Release Requirements”, you shall must: (1) execute and deliver to the Corporation a separation agreement which includes a release of all claims in such form as requested by the Corporation within 22 days following your termination date (or any such longer period if required by applicable law and communicated to you) and do not revoke the release during the seven-day period following the execution date (or any such longer period if required by applicable law and communicated to you) and (2) remain in compliance with the restrictive covenants described in the section entitled “Non-Competition” below. Amounts under this letter agreement that are conditioned on the satisfaction of the Release Requirements will be paidpaid or will commence, as soon as practicable if at all, in accordance with the terms of this letter agreement but in no event later than sixty (60) 75 days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded your termination date and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”)only if such Release Requirements have been satisfied prior to such date. In either the event that the 29-day period (or any such eventlonger period if required by applicable law and communicated to you) described in the Release Requirements begins in one calendar year and ends in a second calendar year, you any payment that is conditioned on the satisfaction of the Release Requirements shall have no further obligation or liability to commence in the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) second calendar year. For the purposes of Code Section 409A, each payment made under this Agreement, “Cause” shall mean that you have:letter agreement will be treated as a separate payment.

Severance. (a) In the event your employment with If the Company is terminated either (i) on account terminates the employment of your death or Disability (as defined in Section 5(e) below), (ii) by the Company Employee without Cause (as provided in Section 4(b)), provided that such termination of employment constitutes a “separation from service” with the Company as such term is defined in Treasury Regulation Section 5(c1.409A-1(h) and any successor provision thereto (“Separation from Service”), and only in such event, Employee shall be eligible to receive his then-current Base Salary payable in the form of salary continuation (“Severance”) for the longer of (a) three (3) months, or (b) the balance of the Initial Period (as defined below), so long as Employee does not violate any of the terms of Section 7 or Section 8. Employee’s eligibility for Severance is subject to and conditioned on Employee’s execution of and compliance with the terms of a general release and waiver in the form acceptable to the Company (the “Separation and Release Agreement”). For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment of Severance that Employee may be eligible to receive under this Agreement shall be treated as a separate and distinct payment. Should the Company learn that Employee has violated any of the terms of Section 7 or Section 8 during the salary continuation period (the “Severance Period”), then the Company may immediately cease such payments and Employee must, on demand, repay to the Company the payments for each month in which Employee breached any of the terms of Section 7 or Section 8. Furthermore, such Severance shall be reduced by any remuneration paid to Employee because of Employee’s employment or self-employment during the Severance Period. Employee shall promptly report all such remuneration to the Company in writing. Employee shall not be entitled to any Severance if: (i) Employee’s employment is terminated for Cause (in accordance with Section 4(c)), by death (as provided in Section 4(d)) or by disability (as provided in Section 4(e)), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by Employee chooses not to sign the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option Separation and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or DisabilityRelease Agreement, or chooses to revoke the Company elects not to renew your employment at the end of the Term, Separation and Release Agreement in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection accordance with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) terms thereof once signed. For the purposes of this AgreementSection 5, the term “Cause” shall mean that you have:

Severance. Except as otherwise specifically provided in this Section 17 or otherwise required by law, all compensation and benefits to be provided to the Employee under this Agreement shall terminate on the date of the termination of the Employee's employment hereunder. Notwithstanding the foregoing, (a) In in the event your the Employee voluntarily terminates his employment with hereunder for any reason, the Company Employee shall be entitled to the continued payment of the Employee's salary for a period of two (2) weeks from the date of termination and (b) in the event the Employee's employment hereunder is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below)cause, or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which Employee shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal entitled to the lesser continued payment of the Employee's salary for a period of one (1) twelve (12) months year from the date of your Base Salary or (2) the Base Salary termination. Any payments remaining under of salary pursuant to this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which Section 15 shall be paid at the Employee's salary rate in effect at the time of termination and shall be made on the same periodic dates as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal salary payments would have been made to the prior year’s bonus, if any, pro-rated; and (iv) Employee had the Employee not been terminated. The Initial Option Employee and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, acknowledge and agree that in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at event the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your Employee's employment for any reason other than Constructive Termination without Cause, (ii) your employment hereunder is terminated by the Company for Cause (as defined in Section 5(c) below)cause, or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability with respect to the Company in connection with Employee and all compensation and benefits to the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) Employee shall immediately terminate. For the purposes of this Agreement, “Cause” the term "cause" shall mean only: (a) theft or embezzlement of the Company's property, (b) commission of a crime or act involving moral turpitude, (c) fraud, intentional misrepresentation to the Company, breach of Section 6, or material breach of any of the Sections of this Agreement, (d) death or disability, and (e) repeated failure by the Employee to dutifully and faithfully perform his duties as set forth herein; provided, the Company has notified the Employee of its belief that you have:-------- the Employee has not performed his duties hereunder and the Employee has failed to take such action as would reasonably be required to cure such non-performance within ten (10) days.

Severance. Provided (ai) In the event your Executive executes and delivers to the Company, within twenty-one (21) days (or forty-five (45) days if such longer period is required under applicable law) after the Effective Date of Termination, a written release in substantially the form attached hereto as Exhibit B (the “Release”) and (ii) the Executive does not revoke such Release during any applicable revocation period, the Company shall cause the payments and benefits described in this Section 6 (the “Severance Payments”) to be made in connection with the termination of the Executive’s employment with the Company is terminated either during the Employment Term, unless such termination (i) on account of your death or Disability (as defined in Section 5(e) below)is by the Company for Cause, (ii) occurs by reason of the Company without Cause (as defined in Section 5(c) below), Executive’s death or Disability or (iii) is by you the Executive under circumstances that do not constitute a Resignation for Good Reason. Severance Payments due and payable to Constructive Termination without Cause (the Executive by the Company in accordance with this Section 6 shall be determined as defined in Section 5(d) below):follows: (i) You In lieu of any further salary payments to the Executive for periods subsequent to the Effective Date of Termination, the Company shall receive cause cash severance payment to be made to the Termination Executive in an aggregate amount equal to two (2) times such Executive’s Annual Base Salary (the “Cash Severance Payments”). Such Cash Severance Payments shall be made in twenty-four (24) successive equal monthly installments on the fifteenth day of each month beginning with the fifteenth day of the first calendar month, within the sixty (60) day period following the date of the Executive’s Separation from Service by reason of such termination of employment, that is coincident with or next following the date on which the required Release first becomes effective following the expiration of all applicable revocation periods, but in no event shall such initial payment be made later than the last business day of such sixty (60)-day period on which the Release is so effective. Should the fifteenth day of any such calendar month not be a business day, then the payment for that month shall be made on the first business day thereafter. The monthly Cash Severance Payments to which Executive becomes entitled in accordance with this Section 6(c)(i) shall be treated as defined in a right to a series of separate payments for purposes of Section 5(b) below);409A of the Code. (ii) You shall also be paid a lump sum by Provided the Executive and his or her spouse and eligible dependents elect to continue medical care coverage under the Company’s group health care plans pursuant to their COBRA rights, the Company shall reimburse the Executive for the costs the Executive incurs to obtain such continued coverage (collectively, the “Coverage Costs”), to the extent those Coverage Costs exceed the amount payable at the time by a similarly-situated active employee for the same level of coverage, until the earlier of (x) twenty-four (24) months after the Effective Date of Termination or (y) the first date on which the Executive is covered under another employer’s health benefit program without exclusion for any pre-existing medical condition. During the COBRA continuation period, such coverage shall be paid as soon as practicable but not later than obtained under the Company’s group health care plans. Following the completion of the COBRA continuation period, such coverage shall continue under the Company’s group health plans or one or more other plans providing equivalent coverage. In order to obtain reimbursement for the reimbursable portion of the Coverage Costs under the applicable plan or plans, the Executive must submit appropriate evidence to the Company of each periodic payment within sixty (60) days following after the Termination Daterequired payment date for those Coverage Costs, equal and the Company shall within thirty (30) days after such submission reimburse the Executive for the reimbursable portion of that payment. To the extent the Executive incurs any other medical care expenses reimbursable pursuant to the lesser coverage obtained hereunder, the Executive shall submit appropriate evidence of (1) twelve (12) months of your Base Salary or (2) each such expense to the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than plan administrator within sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option after incurrence of that expense and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end receive reimbursement of the Termdocumented expense within thirty (30) days after such submission or after any additional period that may be required to perfect the claim. During the period such medical care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of Coverage Costs or other medical care expenses eligible for reimbursement in the case any one calendar year of such a termination, all unvested stock options and/or restricted stock granted coverage shall not affect the amount of Coverage Costs or other medical care expenses eligible for reimbursement in any other calendar year for which such reimbursement is to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Dateprovided hereunder; (ii) any previously awarded and unpaid bonusno Coverage Costs or other medical care expenses shall be reimbursed after the close of the calendar year following the calendar year in which those Coverage Costs or expenses were incurred; and (iii) all unpaid reimbursable the Executive’s right to the reimbursement of such Coverage Costs or other medical care expenses incurred cannot be liquidated or exchanged for any other benefit. To the extent the reimbursed Coverage Costs are treated as taxable income to the Executive, the Company shall report the reimbursement as taxable W-2 wages and collect the applicable withholding taxes, and the resulting tax liability shall be the Executive’s sole responsibility. As a condition to the foregoing medical care coverage, the Executive hereby agrees to provide prompt written notice to the Company of any medical care coverage to which he or she becomes entitled under another employer’s health benefit plan. (iii) The Executive shall also be entitled to continued coverage, for a period of twenty-four (24) months following the Effective Date of Termination, under the Company’s employee group term life insurance and disability insurance plans at the level in effect for the Executive on the Effective Date of Termination. The Company shall, prior to the last day of each month during such twenty-four (24)-month period, pay to the applicable insurance companies the amount by you through which the aggregate premium required to provide Executive with such coverage for the month exceeds the monthly amount that a similarly-situated active employee is required to pay in order to obtain such coverage, as measured as of the Effective Date of Termination Date (the “Termination Monthly Benefit Payments”); provided, however, that the Company’s obligation to make such Monthly Benefit Payments shall cease in the event Executive fails to pay his or her portion of the aggregate monthly premium for such coverage. In either such event, you shall have no further obligation or liability Except to the Company in connection with the performance extent a later payment date is otherwise required pursuant to Section 6(h)(i) of this agreement Restated Agreement, the Company shall make the initial Monthly Benefit Payment on the earlier of (except A) the continuing obligations specified in Sections 7fifteenth day of the first calendar month, 8 within the sixty (60) day period following the date of the Executive’s Separation from Service, that is coincident with or next following the date on which the required Release first becomes effective following the expiration of all applicable revocation periods or (B) the last business day of such sixty (60)-day period on which the Release is so effective. Each Monthly Benefit Payment shall be treated as a right to a separate payment for purposes of Code Section 409A and 10 of shall constitute taxable income to Executive The Company shall collect the applicable withholding taxes from the Cash Severance Payments or any other amounts due Executive under this Restated Agreement). (civ) For All unvested long-term incentive grants, if any, outstanding on the purposes Effective Date of this AgreementTermination shall immediately vest. To the extent any of the grants are stock options, “Cause” each of those options shall mean remain exercisable for the underlying shares of Common Stock until the expiration or sooner termination of that you have:option in accordance with the terms of the applicable stock option agreement. To the extent any of the grants are restricted stock unit awards, the shares of Common Stock underlying each such award shall be issued at the time or times specified in the applicable award agreement, subject to any required deferral pursuant to the provisions of Section 6(g)(i).

Severance. (a) 6.1 In the event your of a termination of the Executive’s employment with by the Company is terminated either 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) on account his Base Salary earned but unpaid through and including the date of your death or Disability (as defined in Section 5(e) below)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 (as defined which does not include termination due to expiration of the Term) or by the Executive for Good Reason during the Term, the Executive shall be entitled to the Accrued Amounts and, subject to the Executive’s signing, returning to the Company and not revoking a release of claims for the benefit of the Company, in Section 5(c) belowthe form provided by the Company (the “Release”), or (iii) by you due the Executive shall be entitled to Constructive Termination without Cause (as defined in Section 5(d) below): 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) You shall receive the Termination Payments (as defined in Section 5(b) below); Executive’s date of termination or (ii) You the date the Executive actually receives an execution copy of such Release (which shall also be paid delivered to the Executive within five (5) calendar days following the Executive’s termination date), the Company shall not have any obligations to provide the severance payments contemplated under this Section 6.2: (a) Payment to the Executive of an amount equal to the lesser of (i) 2.99 times the Base Salary in the year of such termination or (ii) the amount of Base Salary owed to the Executive for the remainder of the Term, in a lump sum by the Company, which shall be paid as soon as practicable but not later than within sixty (60) days following the Termination Date, termination date; (b) Payment to the Executive of an amount equal to one hundred percent (100%) of the lesser Bonus opportunity actually earned for the year prior to the year of termination, if any; this amount shall be paid in a lump sum 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 Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Code; and (ii) the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide the Executive with such health coverage until the earlier of (1A) the date the Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (B) twelve (12) months of your Base Salary or (2) from the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-ratedtermination date; and (ivd) The Initial vesting of the Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) will accelerate on the date of this Agreement shall vest termination as follows: (1) If termination is to that number of shares that would have become vested if the Executive had remained employed by the Company without Cause or by you for Constructive Termination without Cause or due until the date twelve (12) months following the termination date. For avoidance of doubt, the Executive shall not be entitled to your Death or Disability, or the Company elects not any severance benefits pursuant to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your this Section 6.2 if his employment is terminated by the Company for Cause (as defined in Section 5(c) below)Cause, by the Executive without Good Reason or (iii) due to the Company elects not to renew your employment at Executive’s death or the end expiration of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. In lieu of any severance pay or severance benefits otherwise payable to the Employee under any plan, policy, program or arrangement of the Company or its subsidiaries, the following shall apply: (a) In If there is a Termination (as herein defined) of the event your Employee’s employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) at any time within twelve (12) months after the occurrence of your Base Salary or a Change of Control (2as herein defined), such Employee shall be entitled to receive a lump-sum severance payment equal to (i) one hundred percent (100%) of such employee’s then current salary plus (ii) the Base Salary payments remaining under this Agreement amount of such employee’s target bonus for the current calendar year (or, if higher, the amount of the bonus attributable to a calendar year’s service which was paid to the Employee immediately prior to the Change of Control). All outstanding Stock Options granted to the Employee which are not vested and exercisable as of the date of Termination shall become vested and exercisable as of such date and shall remain exercisable for the periods prescribed in the Stock Option Plan. The Employee, such Employee’s spouse and eligible dependents will continue to be provided with medical and dental benefits for the twelve (12)-month period following such Employee’s Termination on the same basis as provided to active employees of the Company. Following such twelve (12)-month period, the Employee, such Employee’s spouse and eligible dependents will begin eligibility for continuation of medical and dental coverage in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended (the “Post Termination Salary PaymentCode”); (iii) You . The Employee shall also be paid a pro-rated annual bonus, in a lump sum have no duty to mitigate damages by seeking other employment. The Company shall have no right to offset hereunder with respect to any compensation or benefits received by the Employee from or in connection with any employment subsequent to such Employee’s Termination of employment with the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In If the event you (i) Employee voluntarily terminate your terminates employment with the Company for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause “Good Reason” (as defined herein defined) during the twelve (12)-month period following a Change of Control as described in Section 5(c2(a) below), the Employee will not be entitled to any severance payment or (iii) the Company elects not to renew your employment at the end acceleration of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) vesting of any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)unvested Stock Options. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your that the Executive’s employment with the Company hereunder is terminated either during the Term (i) on account of your death by the Corporation other than for Cause, or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause Executive for Good Reason (as defined in Section 5(chereinafter defined) belowpursuant to a Notice of Termination (as hereinafter defined), then the Corporation shall continue the Executive’s participation (including participation by his spouse and other dependents) on the same basis as other senior officers in its medical and dental plans or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Companyarrangements, which plans and arrangements shall be paid not include any life insurance or disability plans or arrangements (“Medical and Dental Plans”), and the Corporation will continue to pay the costs of coverage of the Executive and his spouse and other dependents under the Medical and Dental Plans on the same basis as soon as practicable but not later than sixty (60) days following other active officers of the Termination DateCorporation covered under such Medical and Dental Plans, equal to for the lesser greater of (1) twelve (12) months or the remainder of your Base Salary or (2) the Base Salary payments remaining under this Agreement Term (the “Post Termination Salary PaymentSeverance Period”); ; provided that if the Executive’s employment hereunder is terminated during the Term (iiii) You shall also be paid a pro-rated annual bonus, in a lump sum by the CompanyCorporation other than for Cause, which shall be paid as soon as practicable but not later than sixty or (60ii) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you Executive for Constructive Good Reason pursuant to a Notice of Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Termand, in the case of clause (i) or (ii), such termination occurs after a Change of Control, then the “Severance Period” shall be eighteen (18) months); provided, however, that if such continued participation in the Medical and Dental Plans is not possible under the terms thereof, the Corporation will provide the Executive with substantially identical benefits for the remainder of such period or an amount in cash equal to the cost to the Corporation for providing such benefits, paid in accordance with Section 10(e) of this Agreement. Notwithstanding the foregoing, the Corporation’s obligations pursuant to the first sentence of this Section 10(a) shall cease and terminate in the event that the Executive is, or becomes, eligible for coverage under a medical plan of a successor employer or a spouse’s employer. The Corporation shall also pay to the Executive severance payments in cash equal to the sum of (x) the amount of the Executive’s then current base annual salary and (y) the Target Bonus for the fiscal year in which the termination occurs (or, if the Target Bonus for such fiscal year has not yet been established, the Target Bonus for the immediately preceding fiscal year), multiplied by the quotient obtained by dividing the number of days during the Severance Period, by three hundred sixty-five (365). In addition, the Executive shall be entitled to the payment of any accrued and unpaid salary (including accrued and unused vacation) through the date of termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end any accrued and unpaid bonuses in respect of prior fiscal years, any bonus, determined under Section 5, in respect of the Initial Term fiscal year in which the termination occurs, prorated through the date of termination. Further, the Executive shall vest be provided with outplacement assistance commensurate with the Executive’s position with the Corporation during the Severance Period following the Executive’s termination of employment. Except as set forth in Sections 2, 7(b), 8 and Section 10(a), 10(b)(iv) and 10(f) hereof, the Corporation shall have no further obligations under this Agreement in the event of the Termination Date; or (2) If Executive’s termination is due of employment under this Section 10. The Executive shall have the obligations provided under Section 12 hereof, to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted the extent applicable pursuant to retain those stock options and/or restricted shares which have vested as of the Termination Dateits terms. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes purpose of this Agreement, “CauseGood Reason” shall mean that you havethe occurrence, without the Executive’s express written consent, of any of the following circumstances unless, in the case of paragraphs (i), (v), (vi) or (vii) below, such circumstances are fully corrected prior to the Date of Termination (as defined below) specified in the Notice of Termination (as defined below) given in respect thereof:

Severance. (a) In the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)that, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without CauseRenewal Term, (ii1) your employment is terminated by the Company without Cause or (2) you voluntarily terminate your employment for Cause Good Reason, in addition to the Accrued Obligations (as described in Section 3.8(b)), the Company shall pay you an amount equal to two times the sum of (i) your then Annual Base Salary, (ii) the average of the annual bonuses actually paid or payable to you with respect to the three completed fiscal years preceding the date of your termination of employment (or such lesser number of completed fiscal years) and (iii) the aggregate annual dollar amount of the payments made or to be made to you or on your behalf for purposes of providing you with the benefits set forth in Sections 3.3 and 3.7 above, less all applicable withholding and other applicable taxes and deductions (“Severance Amount”); provided that (x) you execute and deliver to the Company, and do not revoke, a release of all claims against the Company substantially in the form attached hereto as Exhibit A (“Release”) and (y) you have not materially breached as of the date of such termination any provisions of this Agreement and do not materially breach such provisions at any time during the Relevant Period (as defined below). The Company’s obligation to make such payment shall be cancelled upon the occurrence of any such material breach and, in the event such payment has already been made, you shall repay to the Company such payment within 30 days after demand therefore; provided, however, such repayment shall not be required if the Company shall have materially breached this Agreement prior to the time of your breach. The Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in Section 5(cthe Release) belowhas expired. Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company within 60 days of such termination of employment (or if such Release is revoked in accordance with its terms), or the Severance Amount shall not be paid, but the Accrued Obligations nevertheless shall be paid. (iiib) Upon the Company elects not to renew termination of your employment at the end of hereunder for any reason other than as set forth in Section 3.8(a) above, during the Initial Term or an applicable any Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you Company shall have no further obligation or liability to you other than: (1) to pay Annual Base Salary through the effective date of termination (the “Effective Termination Date”); (2) to pay any bonus (as described in Section 3.2) for any fiscal year which has ended prior to the Company fiscal year in connection which the Effective Termination Date occurs that has been earned but not yet paid as of the Effective Termination Date; and (3) with respect to any benefits to which you may be entitled pursuant to any insurance or other benefit plans or arrangements of the Company, such benefits shall be payable in accordance with the performance terms of this agreement such plans or arrangements (except the continuing obligations specified items described in Sections 7clauses (1), 8 (2) and 10 of this Agreement(3) collectively, the “Accrued Obligations”). (c) . For the purposes of this AgreementSection 3.8, “Cause” except as may be required under Section 6.10, payment under clause (1) shall mean that you have:be made in cash in a single lump sum not later than 60 days following the Effective Termination Date and payment under clause (2) shall be made in cash in a single lump sum not later than the fifteenth day of the third month following the end of the fiscal year of the Company with respect to which the applicable bonus was earned.

Severance. (a) In the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)that, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without CauseRenewal Term, (ii1) your employment is terminated by the Company without Cause or by non-renewal of this Agreement or (2) you voluntarily terminate your employment for Cause Good Reason, the Company shall pay you an amount equal to one times the sum of (i) your then Annual Base Salary, (ii) the average of the annual bonuses actually paid or payable to you with respect to the three completed fiscal years (beginning on May 1, 2016) preceding the date of your termination of employment (or such lesser number of completed fiscal years beginning on May 1, 2016 and ending on the date of your termination of employment) and (iii) the aggregate annual dollar amount of the payments made or to be made to you or on your behalf for purposes of providing you with the benefits set forth in Sections 3.3, 3.6 and 3.7 above, less all applicable withholding and other applicable taxes and deductions (“Severance Amount”); provided that (x) you execute and deliver to the Company, and do not revoke, a release of all claims against the Company substantially in the form attached hereto as Exhibit A (“Release”) and (y) you have not materially breached as of the date of such termination any provisions of this Agreement. If your employment terminates on or before April 29, 2017, the amount determined under clause (ii) above for purposes of calculating the Severance Amount shall be equal to the 2017 Bonus. The Company’s obligation to make such payment shall be cancelled upon the occurrence of any material breach of any provisions of this Agreement , and, in the event such payment has already been made, you shall repay to the Company such payment within 30 days after demand therefrom. The Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in Section 5(cthe Release) belowhas expired. Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company within 60 days of such termination of employment (or if such Release is revoked in accordance with its terms), or (iii) the Company elects Severance Amount shall not to renew be paid. Upon the termination of your employment at the end hereunder for Cause or by your death or Disability, or by your voluntary termination of the Initial Term or an applicable Renewal Termyour employment hereunder without Good Reason, you shall be paid, as soon as practicable but no later than sixty (60) days following entitled only to the Termination Date, (i) all earned but unpaid payment of such installments of your Annual Base Salary that have been earned through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either date of such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)expiration and/or termination. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your employment with the Company is completely terminated either (i) on account of your death or Disability (as defined in Section 5(e5(f) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below), or (iv) in the event of a Change of Control (as defined in Section 5(e) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum of Two Million Dollars ($2,000,000.00) by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement such termination date (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Datetermination date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any Any stock options and/or restricted stock previously granted under Sections 3(c) and and/or 3(d) of this Agreement shall vest as follows: (1A) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, or if there is a Change of Control (as hereinafter defined) (1) in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Datedate of termination and (2) in the case of an election by the Company not to renew your employment, all unvested stock options and/or restricted stock granted to you shall vest; or (2B) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Datedate of termination. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) or your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Datesuch termination, (i) all earned but unpaid Base Salary through the Termination Datedate of termination; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date date of termination (the “Termination Payments”). In either such eventthe event your employment is terminated for Cause, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. In the event that this Agreement is terminated by the Employee for Employee Cause, then the Employer shall pay Employee the following: (a) In A severance bonus from the event your employment with general funds of the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)Employer, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below):consisting of: (i) You shall receive The present value of the Termination Payments (as defined Employee's salary, less amounts the Employee would have paid for under the benefits set forth in Section 5(b8 hereof for the greater of the unexpired term of this Agreement or two (2) below)years; (ii) You shall also be paid At the Employee's election, either the payment of the present value as a lump sum by sum, or payment in any form and manner provided for in the CompanyEmployer's or DCI's retirement plan, of the pension benefits which shall be paid as soon as practicable but not later than sixty (60) days following the Termination DateEmployee would have received at the end of the term hereof, equal to calculated on the lesser assumptions of (1) twelve (12) months full vesting and compensation for the unexpired portion of your Base Salary or (2) the Base Salary payments remaining under this Agreement (term hereof at the “Post Termination Salary Payment”)rate in effect at the time of termination; (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by The present value of payments the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal Employer or DCI would have made during the unexpired portion of the term hereof to any ESOP and Thrift Plan for the prior year’s bonus, if any, pro-ratedEmployee; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Commissions earned per the Agreement shall vest as follows: (1) If termination is will continue to be paid by the Company without Cause or Employer for sales generated by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest Employee but unpaid as of the Termination Date; or termination date. The severance bonus due under this paragraph 11(a) shall be paid to the Employee in a single lump sum within thirty (230) If days after the termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date.Employee; (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid The Employee's then-effective Base Salary through the Termination Date; for a period of six (ii6) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either months or until such eventsooner time as Employee obtains new employment, you shall have no further obligation or liability to be paid to the Company in connection with Employee on the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement).dates when such salary would have been payable had such employment not been terminated; and (c) For In addition to any COBRA rights, reasonable expenses pursuant to Paragraph 8 of this Agreement for health and life insurance in the purposes amounts and coverages existing at the time of termination (i) for a period of the longer of six months or the remainder of the year in which Employee terminates this Agreement, “Cause” shall mean that you have:or (ii) until such sooner time as Employee obtains new coverage in the course of new employment.

Severance. (a) In the event your employment with that the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your Employee's employment is terminated by the Company for Cause any reason other than the Employee's breach of the Confidentiality or Non-Compete Agreements, the Employee's breach of any material term of this Agreement or pursuant to Sections 5(a), 5(b), 5(c), or (5)(e) (unless his voluntary termination is for Good Reason as defined in Section 5(c5(f) belowhereof), the Employee shall receive: (A) a severance payment in an amount equal to six (6) months base salary; and (B) accrued but unpaid vacation time, to the extent Company policy or applicable law requires such payment. Sums paid to the Employee pursuant to this Section 3(c)(viii) are referred to herein as (iiithe "Severance Payment"). The Severance Payment will be made in the form of salary continuation. The Severance Payment will be made minus applicable taxes and withholdings, and is contingent upon the Employee's executing (and not revoking such signature) a Release Agreement (including a mutual non-disparagement clause) in a form mutually agreeable to the parties. None of the Severance Payments shall be considered in calculating pension or related benefits, if any. (C) After termination of the Employee's employment, the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation severance or liability other obligations to the Employee as an employee other than those set forth in this Section 3(c)(viii), Section 5(a) and Section 5(b) or as required by applicable law. The Employee waives any rights to receive any other severance benefits from the Company under any severance plan or arrangement in connection with existence prior to the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Effective Date. (cD) For The Employee shall be under no obligation to seek other employment and there shall be no offset against any amounts due the purposes Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain. (E) In the event the Employee violates his obligations under the agreements referred to in Section 7 of this AgreementAgreement and does not cure such violation within ten (10) business days after receipt by the Employee of written notice from the Company specifying such violation, “Cause” in addition to any other remedies available to the Company, any amounts due under this Section 3(c)(viii)(A) shall mean that you have:immediately cease to be payable by the Company to the Employee.

Severance. (a) In the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)that, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without CauseRenewal Term, (iia) your employment is terminated by the Company without Cause or (b) you voluntarily terminate your employment for Cause Good Reason, the Company shall pay you an amount equal to two times the sum of (i) your then Annual Base Salary, (ii) the average of the annual bonuses actually paid to you with respect to the three completed years preceding the date of your termination of employment and (iii) the aggregate annual dollar amount of the payments made or to be made to you or on your behalf for purposes of providing you with the benefits set forth in Sections 3.3, 3.6 and 3.7 above, less all applicable withholding and other applicable taxes and deductions (“Severance Amount”); provided that (x) you execute and deliver to the Company, and do not revoke, a release of all claims against the Company substantially in the form attached hereto as Exhibit B (“Release”) and (y) you have not materially breached as of the date of such termination any provisions of this Agreement and do not materially breach such provisions at any time during the Relevant Period (as defined below). The Company’s obligation to make such payment shall be cancelled upon the occurrence of any such material breach and, in the event such payment has already been made, you shall repay to the Company such payment within 30 days after demand therefore; provided, however, such repayment shall not be required if the Company shall have materially breached this Agreement prior to the time of your breach. The Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in Section 5(cthe Release) belowhas expired. Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company within 60 days of such termination of employment (or if such Release is revoked in accordance with its terms), the Severance Amount shall not be paid. Upon the expiration of this Agreement due to non-renewal, or (iii) upon the Company elects not to renew termination of your employment at the end hereunder for Cause or by your death or Disability, or by your voluntary termination of the Initial Term or an applicable Renewal Termyour employment hereunder without Good Reason, you shall be paid, as soon as practicable but no later than sixty (60) days following entitled only to the Termination Date, (i) all earned but unpaid payment of such installments of your Annual Base Salary that have been earned through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either date of such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)expiration and/or termination. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)that, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without CauseRenewal Term, (iia) your employment is terminated by the Company without Cause or (b) you voluntarily terminate your employment for Cause Good Reason, the Company shall pay you an amount equal to two times the sum of (i) your then Annual Base Salary, (ii) the average of the annual bonuses actually paid to you with respect to the three completed years preceding the date of your termination of employment and (iii) the aggregate annual dollar amount of the payments made or to be made to you or on your behalf for purposes of providing you with the benefits set forth in Sections 3.3, 3.6 and 3.7 above, less all applicable withholding and other applicable taxes and deductions (“Severance Amount”); provided that (x) you execute and deliver to the Company, and do not revoke, a release of all claims against the Company substantially in the form attached hereto as Exhibit A (“Release”) and (y) you have not materially breached as of the date of such termination any provisions of this Agreement and do not materially breach such provisions at any time during the Relevant Period (as defined below). The Company’s obligation to make such payment shall be cancelled upon the occurrence of any such material breach and, in the event such payment has already been made, you shall repay to the Company such payment within 30 days after demand therefor; provided, however, such repayment shall not be required if the Company shall have materially breached this Agreement prior to the time of your breach. The Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in Section 5(cthe Release) belowhas expired. Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company within 60 days of such termination of employment (or if such Release is revoked in accordance with its terms), the Severance Amount shall not be paid. Upon the expiration of this Agreement due to non-renewal, or (iii) upon the Company elects not to renew termination of your employment at the end hereunder for Cause or by your death or Disability, or by your voluntary termination of the Initial Term or an applicable Renewal Termyour employment hereunder without Good Reason, you shall be paid, as soon as practicable but no later than sixty (60) days following entitled only to the Termination Date, (i) all earned but unpaid payment of such installments of your Annual Base Salary that have been earned through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either date of such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)expiration and/or termination. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In Subject to Section 9.1(a), from and after the Closing Date and continuing until the expiration of the applicable Post-Closing Protected Period, Buyer shall, or shall cause an Affiliate to, provide any Continuing Employee who experiences an actual termination of employment by Buyer or its applicable Affiliate under circumstances that would have entitled such Continuing Employee to severance benefits had he or she remained an employee of Seller or one of its Affiliates under the severance plans of the applicable Seller Entity or Acquired Company, as applicable, effective immediately prior to the date hereof and set forth on Schedule 9.1(a) (each, a “Seller Severance Plan” and collectively, the “Seller Severance Plans”), with severance benefits no less favorable than those set forth in such applicable Seller Severance Plan that would apply in the event your of a termination of employment “In Connection with the Company is terminated either (i) on account of your death or Disability a Change in Control” (as defined in Section 5(e) belowthe applicable Seller Severance Plan), (ii) with all such severance benefits to be conditioned upon execution by each such Continuing Employee of a valid release of claims for the Company without Cause (as defined in benefit of Seller and Buyer, on a form acceptable to Seller and Buyer. Buyer shall provide Seller with notice of all such terminations and provide documentation of compliance with this Section 5(c) below9.3(a), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Companyincluding copies of executed releases of claims, which shall be paid as soon as practicable but not later than within sixty (60) days following the Termination Date, equal of each such termination of employment. With respect to the lesser obligation in the Seller Severance Plans to provide compensation to a Continuing Employee for any Remaining Awards, Buyer will provide such compensation directly as part of Buyer’s discharge of its severance obligations under this Section 9.3(a), subject to reimbursement from Seller within thirty (130) twelve days of Buyer providing such documentation, which reimbursement shall include (12) months of your Base Salary or (2x) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be aggregate amount of such compensation paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonusapplicable Continuing Employee pursuant to this Section 9.3(a) and (y) the employer portion of any payroll, employment or other Taxes, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due required to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Datepaid thereon. (b) In Notwithstanding the event you foregoing, Seller shall reimburse Buyer or its Affiliates within thirty (i30) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), days of Buyer or (iii) the Company elects not to renew your employment at the end its Affiliates providing documentation of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following payment of the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)[****]. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In If the event your Executive's employment with hereunder is terminated during the Employment Term by the Company or is terminated either due to expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with Section 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 Executive shall be entitled to receive as severance: (i) on account if such termination occurs prior to expiration of your death or Disability the two (as defined in Section 5(e2) belowyear period following the Commencement Date, the severance pay and benefits payable under the terms of Sections 3(b), 3(c), 3(d), 3(e), 3(f) and 3(g) of the severance agreement attached as Exhibit B hereto (iipursuant to which, the calendar year in which the "Change in Control" occurred, for purposes of Sections 3(d) by the Company without Cause (as defined in Section 5(cand 3(e) belowthereunder, shall be 2002), or (iiiii) by you due to Constructive Termination without Cause (if such termination occurs other than as defined described in Section 5(d) below): clause (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Companyimmediately preceding, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, an amount equal to the lesser Executive's base salary as in effect immediately prior to the date of (1) the Executive's termination of employment for the longer period of twelve (12) months of your Base Salary or the remaining Employment Term (2) payable, at the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonusCompany's option, in a lump lump-sum or in equal installments in accordance with the Company's payroll procedures during the applicable period described immediately above in this clause (ii) following the date of the Executive's termination), and a pro rata portion (based on the number of days the Executive was employed by the CompanyCompany during the calendar year of termination) of any incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of the Executive's employment, payable no earlier than the date on which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted would have been paid under Sections 3(c) and 3(d) the applicable plan or policy of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or absent such termination of employment. If the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your Executive's employment is terminated by otherwise than as described in this Section 7, the Executive shall not be entitled to any severance, termination pay or similar compensation or benefits, provided that the Executive shall be entitled to any benefits then due or accrued in accordance with the applicable employee benefit plans of the Company or applicable law, including "continuation coverage" under the Company's group health plans for Cause purposes of Section 4980B of the Internal Revenue Code of 1986, as amended (as defined in "COBRA"). As a condition of receiving any severance for which he otherwise qualifies under this Section 5(c) below)7, or (iii) the Executive agrees to execute a general release of the Company elects not to renew your employment at and the end Affiliates and their respective officers, directors and employees from any and all claims, obligations and liabilities of the Initial Term any kind whatsoever arising from or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance Executive's employment or termination of employment with the Company or this agreement Agreement (including, without limitation, civil rights claims), in such form as is requested by the Company. The Executive acknowledges and agrees that, except the continuing obligations specified as specifically described in Sections this Section 7, 8 all of the Executive's rights to any compensation, benefits (other than base salary earned through the date of termination of employment and 10 any benefits due or accrued prior to termination of this Agreementemployment in accordance with the applicable employee benefit plans of the Company or applicable law), bonuses or severance from the Company or any Affiliate after termination of the Employment Term shall cease upon such termination. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your employment with the Company that Employee is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)subject to an Other Involuntary Termination, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which Employee shall be paid entitled to receive severance benefits as soon as practicable but not later than sixty follows: (60A) days following the Termination Date, equal to the lesser of (1) severance payments for [twelve (12) months (if Employee is not the CEO)] [eighteen months (18) (if Employee is the CEO)] after the effective date of your Base Salary or the termination (2) the Base Salary payments remaining under for purposes of this Agreement (Section 2(b)[(i)][(ii)], the “Post Termination Salary PaymentSeverance Period”); (iii) You equal to the base salary which Employee was receiving immediately prior to the Other Involuntary Termination, which payments shall also be paid a pro-rated annual bonusduring the Severance Period in accordance with the Company’s standard payroll practices; and (B) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Other Involuntary Termination pursuant to the terms of COBRA or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The benefits to be provided under Section 2(b)(i)[ and 2(b)(ii)] shall be paid or commence to be paid on the sixtieth (60th) day following Employee’s termination of employment (subject to Employee’s 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 the provision of subsidized COBRA benefits to Employee could cause the Company to become subject to excise tax as a lump sum result of the Patient Protection and Affordable Care Act, as amended by the Healthcare Reform Act, the Company shall pay Employee a monthly amount in cash equal to the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’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 Company, which shall be paid as soon as practicable but not later than sixty provided Employee commences such services within ninety (6090) days following such of Employee’s Other Involuntary Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreementdate). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In Upon termination of Xx. Xxxxxx'x employment, all payment and benefit obligations of the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You Companies hereunder shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest immediately terminate except as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) A. In the event you of a termination of Xx. Xxxxxx'x employment due to his death or disability, Xx. Xxxxxx, or his estate shall (i) voluntarily terminate your employment continue to receive his Annual Base Salary and benefits (excluding the Specified Benefits) for any reason other than Constructive Termination without Causewhich Xx. Xxxxxx remains eligible under the terms of the Companies' benefit plans (collectively, (ii"Severance Compensation") your employment is terminated for a period commencing on the effective date of Xx. Xxxxxx'x termination determined by the Company for Cause Board (as defined in Section 5(cthe "Termination Date") below), or and ending six (iii6) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days months following the Termination Date, (ii) remain entitled to receive any Project Financing Bonus or Project Completion Bonus in accordance with Section VI.B. hereof and Xx. Xxxxxx'x Equity in accordance with Section VI.C. hereof; and B. In the event of a Qualifying Termination (defined below) by the Company, Xx. Xxxxxx shall (i) all earned but unpaid Base Salary through receive Severance Compensation for a period commencing on the Termination Date and ending one year following the Termination Date; , and (ii) remain entitled to receive any previously awarded Project Financing Bonus or Project Completion Bonus in accordance with Section VI.B. hereof and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”)Xx. In either such event, you shall have no further obligation or liability to the Company Xxxxxx'x Equity in connection accordance with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) Section VI.C. hereof. For the purposes of this Agreement, “Cause” "Qualifying Termination" shall mean that you have:any termination of Xx. Xxxxxx by the Companies other than for "cause" or any termination by the Employee for "Good Reason". For purposes hereof, "cause" shall be defined as (i) conviction of a felony, other crime involving theft or fraud, or other crime of moral turpitude involving the Companies, and/or (ii) engaging in fraud or conduct with the intent of causing substantial harm to the Companies. In the event the Companies elect to terminate Xx. Xxxxxx'x employment for cause, such termination may be made effective immediately, and no advance notice shall be required.

Severance. In no way limiting the Company’s policy of employment at will: (a) In the event your If Employee’s employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined but not in Section 5(c) below), or (iii) by you due connection with a Change of Control which is subject to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b)) below); (ii) You shall also be paid a lump sum or by Employee with Good Reason prior to the CompanyExpiration Date, which shall be paid as soon as practicable but not later than and provided that within sixty (60) days following the Termination Date, equal termination of Employee’s employment with the Company Employee signs and delivers to the lesser of (1) twelve (12) months of your Base Salary or (2) Company a Confidential Severance and Release Agreement in substantially the Base Salary payments remaining under this Agreement same form as that attached hereto as Exhibit A (the “Post Termination Salary PaymentRelease Agreement”) (the effective date of the Release Agreement is referred to herein as the “Release Date”), Employee shall be entitled to receive: (i) Severance compensation equal to 75% of the sum of her annual Base Salary and Target Bonus in effect for the year in which the Termination Date occurs, payable in nine monthly installments equal to one-ninth of such severance compensation, subject to required withholding, payable at the end of each of the next nine full calendar months following the first full calendar month following the Release Date; (iiiii) You shall also be paid a pro-rated annual bonus, in a lump sum by Coverage at Company expense under the Company, which shall be paid as soon as practicable but not later than sixty (60) days employee health insurance plan of the Company for the period of eight months following such Termination the Release Date, in an amount equal to the prior year’s bonusor, if anyless, pro-rated; andthe maximum time period permitted under COBRA. (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1b) If termination within 3 months before or six months after a Change of Control Employee’s employment with the Company is terminated (i) by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by Employee for any reason, Employee shall be entitled to receive severance compensation equal to the Company for Cause greater of (as defined in Section 5(c) below), or (iiiA) the Company elects not to renew your employment at the end sum of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid her annual Base Salary through and Target Bonus in effect for the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through year in which the Termination Date occurs or (B) the sum of her annual Base Salary and Target Bonus in effect for the year in which the Termination Date occurs, annualized over the period from the Termination Date until the Expiration Date, which shall be payable immediately upon such termination. “Termination Payments”). In either such event, you Change of Control” shall have the meaning given to such term in the 2010 Plan and shall also mean Xxxx Xxxxxxxx no further obligation or liability to longer serving as President of the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Company. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. Subject to the Executive’s execution of and the effectiveness of a General Release in a form substantially the same as the release attached as Exhibit A hereto (athe “Release”) In within twenty-eight (28) days of the event your employment 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 twenty-four (24) months following a Change in Control (or during a Potential Change in Control Period provided that a Change in Control takes place within 24 months thereafter) and during the Term, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 (“Severance Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5. Subject to the provisions of Section 6.4 (“Section 409A”), the amounts set forth in subsections (A) and (B) of this Section 6.1 shall be paid in one lump sum payment no later than the thirtieth (30th) day following the 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 Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code, and the Executive otherwise has a contractual right to severance that is considered deferred compensation within the meaning of Section 409A of the Code, such amount shall be paid in the same form (e.g., lump sum, salary continuation, etc.) as set forth in such contract beginning with the first payroll date that occurs thirty (30) days after the Date of Termination. Except as described above or in Section 9.1 (“Successors; Binding Agreement”), the Executive shall not be entitled to benefits pursuant to this Section 6.1 unless a Change in Control shall have occurred during the Term. (A) The Company is terminated either shall pay to the Executive a lump sum severance payment, in cash, equal two (2.0) times the sum of (i) on account of your death or Disability (as defined in Section 5(e) below)the Base Salary, and (ii) by the Company Target Bonus Amount in respect of the fiscal year in which the Date of Termination occurs (without Cause (as defined in Section 5(c) belowgiving effect to any event or circumstance constituting Good Reason), or assuming for this purpose attainment of 100% of any applicable target; (iiiB) by you due to Constructive Termination without Cause (as defined in Section 5(d) below):Either: (i) You shall In the case of Executives who do not receive the Termination Payments sales commission-based variable compensation, (as defined in Section 5(ba) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in 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 (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 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 twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents health and dental insurance benefits comparable in all material respects to those in effect immediately prior to the Change in Control, on 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 applicable 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 anythe 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, pro-ratedthe Company’s obligation to the Executive and his or her dependents under this subsection shall cease with respect to that type of coverage; and (ivE) The Initial Option 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 any stock options and/or restricted stock previously granted under Sections 3(ccompletes the 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) and 3(d) of this Agreement shall vest as follows: (1) If termination is such services are provided by an outplacement provider approved by the Company without Cause (which approval shall not be unreasonably withheld, delayed or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term conditioned). Such payment shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated made by the Company for Cause (as defined in Section 5(c) below), or (iii) directly to the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days service provider promptly following the Termination Date, (i) all earned but unpaid Base Salary through provision of such services and the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability presentation to the Company in connection with of documentation of the performance provision of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)such services. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your employment with that the Company is terminated either (i) on account of your death or Disability should terminate the Employee's employment from the Company and SIS without cause (as defined in Section 5(e2(c) belowhereof), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid then for a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser period of one (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement year from such termination date (the “Post Termination Salary Payment”"Restricted Period"); (iii) You , the Company shall also be paid a pro-rated annual bonus, in a lump sum by continue to pay the Employee his then base salary under the Company, which 's normal payroll procedures and shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal further continue to provide at no cost to the Employee all fringe benefits which he had enjoyed immediately prior year’s bonusto termination, if any, pro-rated; and (iv) The Initial Option with the following exceptions: vacation pay and any stock options and/or restricted stock previously granted under Sections 3(c) entitlement to bonus shall cease to accrue to the Employee during the Restricted Period and 3(d) of this Agreement the Employee shall vest as follows: (1) If termination is by cease to receive from the Company without Cause a car allowance, whether paid directly to him or by you for Constructive Termination without Cause or due to your Death or Disability, or way of making lease payments on his behalf. In the event that the Company elects not to renew your employment at should terminate the end of the Term, Employee for cause or in the case of such a termination, all unvested stock options and/or restricted stock granted to you event that are scheduled to vest during the Employee voluntarily terminates his employment from the Company or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without CauseSIS, then you the Company shall only have no obligation hereunder to continue during the Restricted Period to pay Employee his base salary or to continue any fringe benefits, except as may otherwise be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Dateprescribed by law. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at At the end of the Initial Term or an applicable Renewal TermRestricted Period, you shall the Employee will be paid, as soon as practicable but no later than sixty (60) days following given the Termination Date, (i) all earned but unpaid Base Salary through option to take over the Termination Date; (ii) payments and ownership of any previously awarded of any disability and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to life insurance policies which the Company in connection with may have been providing for the performance Employee's benefit, provided that such an option exists under the terms of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)applicable policy. (c) For the purposes of this AgreementSection 2(a) hereof, “Cause” "cause" shall mean that you have:include any of the following: (i) habitual intoxication or being under the influence of alcohol or illegal substances while performing services for the Company; (ii) indictment by a grand jury for commission of a felony unless such indictment is dismissed within 60 days of is issuance; (iii) theft, misappropriation, embezzlement of Company or SIS assets or other fraud or dishonesty resulting or intended to result directly or indirectly in personal enrichment at the expense of the Company or SIS; (iv) regularly failing or refusing to follow the policies or directives reasonably established by the Company or SIS; (v) willfully and persistently failing to the attend to the Employee's duties; or (vi) committing acts amounting to gross negligence or willful misconduct to the detriment of the Company or its affiliates.

Severance. (a) In the event your of termination of Executive’s employment with the Company is terminated either (i) on account by the Company for reasons other than Cause or other than by reason of your Executive’s death or Disability (as defined in Section 5(e) below)disability, or (ii) by Executive for Good Reason and subject to Executive’s signing and not revoking a general release of claims with the Company without Cause (as defined in Section 5(c) below), or (iii) by you due a form satisfactory to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which Executive shall receive, as partial consideration for the covenants of Executive set forth in the agreement referenced in Section 6 hereof, a severance payment (the “Severance Benefit”) in an amount equal to: (x) twelve (12) month’s base salary if such termination occurs prior to September 10, 2006; and (z) eighteen (18) month’s base salary if such termination occurs on or after September 10, 2006. The Company shall pay the Severance Benefit to Executive in semi-monthly installments to be paid as soon as practicable but not later than sixty (60) days on each of the 15th and last business day of each calendar month commencing in the month immediately following the Termination Datedate of termination of Executive’s employment, each such semi-monthly installment to be equal to two weeks’ base salary. Executive shall also continue to be entitled to receive all Company medical and dental insurance, life insurance and disability insurance benefits (including the lesser disability insurance benefits and payments specified in Section 4(g) hereof) to which Executive was entitled as of the date of termination (the “Continuing Benefits”), subject to the terms of all applicable benefit plans and to the extent such benefits can be provided to non-employees (or to the extent such benefits cannot be provided to non-employees, then the Company shall pay to Executive on each of the 15th and last business day of each month during the applicable period the amount that the Company was paying to the applicable third party for such benefits immediately prior to the termination of Executive’s employment), at the same average level and on the same terms and conditions which applied immediately prior to the date of Executive’s termination, for the shorter of (1i) twelve (12) months of your Base Salary if such termination occurs prior to September 10, 2006; and eighteen (18) months if such termination occurs on or after September 10, 2006; or (2ii) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You until Executive obtains comparable coverage from another employer. The Company shall also be paid a pro-rated annual bonuspay to Executive any payments due pursuant to the last sentence of Section 4(g) hereof and pursuant to Section 5(f) hereof. Notwithstanding the foregoing, in a lump sum by Executive agrees that the Company, which Severance Benefit and Continuing Benefits shall be paid in accordance with Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as soon as practicable but not later than sixty (60) days following such Termination Dateamended, in an amount equal and agrees that, to the prior yearextent required in order to avoid the imposition on Executive of any excise tax under Code Section 409A, the initial payment of the Severance Benefit or Continuing Benefits may be delayed for a period of six (6) months following the date of Executive’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) termination of this Agreement shall vest as follows: (1) If employment. In the event of the termination is of Executive’s employment by the Company without Cause or by you for Constructive Termination without Cause or due pursuant to your Death or DisabilitySection 5(a) hereof, or the Company elects not to renew your employment at Severance Benefit and the end of the TermContinuing Benefits specified above in this Section 5(d) shall apply but, in the case of such a terminationwherever “eighteen (18) months” appears, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you it shall be paid, amended to read as soon as practicable but no later than sixty “twelve (6012) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Paymentsmonths”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) You shall be eligible for the severance benefits described in this Section 8. a. In the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company terminates your employment without Cause (as defined in Section 5(c) belowbelow and other than due to your death or disability), or (iiiii) by you due to Constructive Termination without Cause terminate your employment for Good Reason (as defined below), and provided in Section 5(d) below): either case of (i) You shall receive the Termination Payments or (ii) such termination or resignation constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) (such termination or resignation, an “Involuntary Termination”), then, in Section 5(b) addition to the Accrued Obligations, subject to your obligations below); (ii) You shall also be paid a lump sum by the Company, which you shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, entitled to receive an amount equal to the lesser of (1) twelve (12) months of your Base Salary or then current base salary (2) ignoring any decrease in base salary that forms the Base Salary payments remaining under this Agreement basis for Good Reason), less all applicable withholdings and deductions, paid on the schedule described below (the “Post Termination Salary PaymentSeverance Pay”);. b. The Severance Pay is conditional upon (iiii) You shall also be paid a pro-rated annual bonusyour continuing to comply with your obligations under your PIIA (as defined below); and (ii) your delivering to the Company an executed separation agreement and general release of claims in favor of the Company, in a lump sum by form attached hereto as EXHIBIT A, within the Companytime period set forth therein, which becomes effective in accordance with its terms, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date your Separation from Service (the “Termination PaymentsRelease”). In either such eventThe Severance Pay will be paid in equal installments on the Company’s regular payroll schedule over the period outlined above following the date of your Separation from Service; provided, you shall have however, that no further obligation or liability payments will be made prior to the sixtieth (60th) day following your Separation from Service. On the sixtieth (60th) day following your Separation from Service, the Company will pay you in connection a lump sum the amount of the Severance Pay that you would have received on or prior to such date under the original schedule but for the delay while waiting for the sixtieth (60th) day, with the performance balance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Severance Pay being paid as originally scheduled. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event that your term of employment with is terminated for Cause, or if you resign without Good Reason, the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by will pay to you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to your accrued but unpaid base salary through the prior year’s bonusdate of such termination and, if anysuch termination occurs on or prior to December 31, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement 1997, you shall vest as follows: (1) If termination is by repay to the Company without Cause or one half of any amount received by you for Constructive Termination without Cause or due pursuant to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination DateSection 3(b)(ii). (b) In the event you that your term of employment is terminated (other than upon your death or Disability) during your term of employment (i) voluntarily terminate your employment for any reason by the Company other than Constructive Termination without Cause, for Cause or (ii) your employment is terminated by you for Good Reason, then the Company for Cause (as defined in Section 5(c) below)shall pay to you an amount equal to your accrued but unpaid base salary through the date of such termination and, if such termination occurs on or (iii) the Company elects not prior to renew your employment at the end of the Initial Term or an applicable Renewal TermDecember 31, 1997, you shall be paidrepay to the Company one half of any amount received by you pursuant to Section 3(b)(ii). In addition, so long as you shall not have breached your obligations to the Claiborne Group under Sections 6 and 7 hereof, or your representation under Section 11 hereof (without limitation to any other remedy available to the Company), the Company shall pay to you, as soon as practicable but no later than sixty and for a severance payment, (601) upon receipt from you of your duly executed and delivered general release of the Company and the other entities then comprising the Claiborne Group, and their respective officers, directors, agents and representatives, in form and substance reasonably satisfactory to the Company, within 20 days following after being provided with a form thereof ("your General Release"),(A) in substantially equal monthly installments over the Termination Dateperiod from the date of such termination until August 30, 1999, an aggregate amount equal to the greater of (i) all earned but unpaid Base Salary through what your base salary would have been for said period (using for such purpose the Termination Date; base salary rate in effect on the date of termination) or (ii) any previously awarded and unpaid bonus; $1 million and (iiiB) all unpaid reimbursable expenses incurred by the amount of your out-of-pocket costs for your cost of continued medical coverage through August 30, 1999 pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended; or (2) in the event that you through the Termination Date (the “Termination Payments”)do not deliver your General Release as aforesaid, a lump sum payment of $170,000. In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes purpose of this Agreement, “Cause” termination of employment hereunder by you for "Good Reason" shall mean that your termination of your employment upon notice to the Company following assignment to you have:of duties inconsistent with your position as described in Section 2(a) or your being removed from such position, in either case without your consent, which termination shall be effective 30 days after prompt notice of 8 9 such circumstances by you to the Company, if such circumstances have not been cured prior to such date.

Severance. (a) In the event If your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company Rimage without Cause (as defined other than during the twelve (12) month period following a Change in Control), subject to the condition stated in Section 5(c) below1(c), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below):Rimage will: (i) You shall receive the Termination Payments continue to pay your base salary in accordance with Rimage’s regular payroll practices for a period of twelve (as defined in Section 5(b12) below)months thereafter, or until you have secured other employment, whichever occurs first, subject to applicable tax withholding; (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, pay you an amount equal to the lesser average of the annual bonus amounts you received with respect to the three complete calendar years prior to the date of your termination, such bonus payment, subject to applicable tax withholding, to be made in equal installments consistent with Rimage’s regular payroll practices over a period of twelve (112) months from the date of your termination, provided such installments shall cease at such time as you have secured other employment; and (iii) if you are eligible for and elect COBRA or state continuation of the Rimage health, dental and group life insurance benefits, Rimage shall pay the portion of such COBRA premium that it pays for active employees until the earlier of: (A) twelve (12) months of your Base Salary from the date COBRA coverage begins; or (2B) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) date COBRA coverage otherwise terminates. You shall also be paid a pro-rated annual bonus, in a lump sum by pay the Company, which shall be paid as soon as practicable but not later than sixty (60) days following remaining portion of the premiums for such Termination Date, in an amount equal to the prior year’s bonusbenefits during such period and, if anyapplicable, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Datefull premium thereafter. (b) In If you resign (other than for Good Reason during the event you twelve (i12) voluntarily terminate month period following a Change in Control), if Rimage terminates your employment for any reason other than Constructive Termination without Cause, (ii) Cause or if your employment is terminated by the Company for Cause (terminates as defined in Section 5(c) below), a result of your death or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Termdisability, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned entitled to receive your base salary accrued but unpaid Base Salary through as of the Termination Date; (ii) date of termination, but shall not be entitled to receive any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)salary continuation benefit thereafter. (c) In case of termination without Cause, you shall be entitled to receive the amounts due you under Section 1(a) only upon your execution and delivery to Rimage of a general release with respect to any and all claims against Rimage and its officers, directors, employees, agents and shareholders, acceptable in form and substance to Rimage in all respects, and provided you continue to comply with the terms of the Nondisclosure and Noncompetition Agreement with Rimage. (d) For the purposes of this Agreement, “Causetermination of employment” shall mean that you have:be interpreted consistent with the term “separation from service” within the meaning of Treas. Reg. §1.409A-1(h), and for purposes of Code §409A, each payment shall be considered a separate payment.

Severance. (a) In Upon termination of the event your Executive's employment with the Company is terminated either (i) on account of your death or Disability by the Company at any time following a "change in control" (as defined in Section 5(e) belowherein), or (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive Executive during the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months following a "change in control" (as hereinafter defined), the Company shall be obligated to provide to the Executive (or his estate if the Executive shall have died after termination) salary, bonus and benefits in the amount and kind then in effect (and in the case of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, paid during the most recently completed fiscal year) pursuant to Paragraphs 4 and 5(b) hereof, for three years following his discharge. Payment of such salary and bonus to the Executive (or his estate) shall be made in a lump sum by no later than thirty (30) days after the Companydate of such Termination; provided, which however, that the aggregate amount of such payments and benefits shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal reduced to the prior year’s bonus, if any, pro-rated; and extent necessary to avoid the treatment of such payments as "parachute payments" (ivi) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is not deductible by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end under Section 280G of the TermInternal Revenue Code of 1986, in as amended (the case of such a termination"Code"), all unvested stock options and/or restricted stock granted and (ii) subject to you that are scheduled to vest during or at the end excise tax under Section 4999 of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination DateCode. (b) In The Company acknowledges and agrees that the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not Executive shall be entitled to renew your employment at the end receive all of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following payments provided for herein regardless of any income which the Termination Date, (i) all earned but unpaid Base Salary through Executive may receive from other sources after the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection termination of his employment with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Company. (c) Nothing in this Paragraph 6 shall confer upon the Executive the right to continue in the employ of the Company or any of its subsidiaries or, subject to the terms hereof, shall affect any right which the Company may have to terminate the employment of the Executive. No benefit provided herein is intended or shall be deemed to be granted to the Executive in lieu of any benefits, rights or privileges to which the Executive may be entitled while he is an employee of the Company under any retirement, pension, insurance, hospitalization, stock option, stock purchase, incentive compensation or other plan of the Company which may now be in effect or which may hereafter be adopted, it being understood that the Executive shall have the same rights and privileges to participate in such plans as any other executive employee of the Company. (d) In the event the Executive commences litigation to enforce his rights under this Paragraph 6 and prevails in such litigation, the Executive shall be entitled to recover his costs and expenses, including reasonable attorneys' fees. (e) For the purposes of this Agreement, “Cause” "change in control" shall mean that you have:the acquisition, directly or indirectly, by any "person" or "group" of "persons" (as these terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 and the rules thereunder) of beneficial ownership of securities of the Company or of securities of the Company's ultimate parent corporation, if any, representing 30% or more of the combined voting power of the then outstanding securities of such corporation.

Severance. (a) In the event your If Executive's employment with hereunder is terminated (1) upon a breach by the Company is terminated either of this Agreement; (i) on account of your death or Disability (as defined in Section 5(e) below), (ii2) by the Company without Cause for any reason other than for "Good Cause" (as defined in Section 5(cbelow) below), or (iii) by you due including a refusal to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive renew the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum Agreement by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (23) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as the occurrence of the Termination Datedeath or total disability of Executive (total disability meaning the failure of Executive to perform his normal required services hereunder for a period of three consecutive months during the term hereof by reason of Executive's mental or physical disability, as determined by an independent physician reasonably satisfactory to Executive and the Company) the Company shall pay to Executive as severance pay lump sum cash payments totaling the amount (in each case prorated for any portion of a year less than a full year) of his (i) Base Salary and (ii) Guaranteed Bonus for a Payment Period which is the longer of (x) the balance of the Term of this agreement and (y) eighteen months and (if applicable) (iii) the Supplemental Payment described in sub-paragraph (c) below. Payment of the Base Salary and Guaranteed Bonus components of such severance pay will be made within thirty (30) days of such termination. (b) Executive shall have the option of receiving the Base Salary and Guaranteed Bonus components of severance pay specified in the preceding sub-paragraph in the form of equal continuation payments for 18 months (the "Severance Period"). In the event you that Executive elects to receive severance pay in the form of continuation payments, Executive shall continue to receive medical, dental and vision coverage for the Severance Period, subject to Executive’s payment of the costs of such benefits to the extent such benefits are paid for by active employees. For purposes of this Agreement, termination for "Good Cause" shall exist upon the occurrence of any of the following: (i) voluntarily terminate your employment for any reason other than Constructive Termination without CauseExecutive is convicted of, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below)pleads guilty to, confesses to, or (iii) the Company elects not to renew your employment at the end enters a plea of the Initial Term nolo contendere to, any felony or an applicable Renewal Termany crime that involves moral turpitude or any act of fraud, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Datemisappropriation or embezzlement; (ii) Executive has wilfully engaged in a fraudulent act to the damage or prejudice of the Company or any previously awarded and unpaid bonusaffiliate of the Company; and (iii) all unpaid reimbursable expenses incurred any act or omission by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation Executive involving malfeasance or liability to the Company gross negligence in connection with the performance of this agreement Executive's duties to the Company; or (except iv) Executive otherwise wilfully fails to comply in any material respect with the continuing obligations specified in Sections 7, 8 and 10 terms of this Agreement)Agreement or deviates in any material respect from any reasonable written policies or reasonable directives of the Board of Directors and, within 30 days after written notice from the Company of such failure or deviation, Executive has not corrected such failure. (c) For If Executive is entitled to severance payments hereunder, the purposes Company shall pay Executive an additional amount (the "Supplemental Payment") equal to the product of A and B, where A is the Bonus that would have been paid to Executive under the terms of this AgreementAgreement for that fiscal year of the Company that includes Executive's date of termination (which shall be based on the Company's actual performance for that year), “Cause” and B is a fraction, the numerator of which is the number of months in the applicable Payment Period and the denominator of which is 12. The Supplemental Payment, if any, shall mean be made at the time the Company is required to pay Bonus for the fiscal year of the Company that you have:includes Executive's date of termination in accordance with the provisions for payment of Bonus in SECTION 5.

Severance. (a) In the event your employment with the Company that Employee is terminated either subject to a Change in Control Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (iA) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, cash severance payment equal to [one and a half (1.5) times (if Employee is not the lesser CEO)] [three (3) times (if Employee is the CEO)] the higher of (1) twelve (12) months of your Base Salary the base salary which Employee was receiving immediately prior to the Change in Control or (2) the Base Salary payments remaining under this Agreement (base salary which Employee was receiving immediately prior to the “Post Termination Salary Payment”); (iii) You Change in Control Involuntary Termination, which payment shall also be paid a pro-rated annual bonus, on the sixtieth (60th) day following the Change in Control Involuntary Termination; (B) a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount cash payment equal to [one and a half (1.5) times (if Employee is not the prior yearCEO)] [three (3) times (if Employee is the CEO)] Employee’s bonus, if any, pro-ratedTarget Annual Bonus; and and (ivC) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is payment by the Company without Cause of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or by you for Constructive Termination without Cause or due to your Death or Disability, or other applicable law through the Company elects not to renew your employment at earlier of the end of the Term[eighteen (18) month (if Employee is not the CEO)] [thirty-six (36) month (if Employee is the CEO)] 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)). Notwithstanding the foregoing, in the case event the Board of such a termination, all unvested stock options and/or restricted stock granted Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to you that are scheduled Employee is likely to vest during or at cause the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due Company to Cause or by you not become subject to excise tax as a result of Constructive Termination without Causethe Patient Protection and Affordable Care Act, then you as amended by the Health Care and Education Reconciliation Act of 2010 (the “Healthcare Reform Act”), the Company shall only be permitted pay Employee a monthly amount in cash equal to retain those stock options and/or restricted shares which have vested the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the Termination Date. date of Employee’s termination of employment and up to three (b3) In the event you months of outplacement services not to exceed $5,000 per month (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated with a provider and in a program selected by the Company for Cause Employee. provided Employee commences such services within ninety (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (6090) days following the of Employee’s Change in Control Involuntary Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreementdate). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In If the event your employment with the Company Employment Period is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (whether during or at the expiration of the Employment Period) or if the Employment Period is terminated by Executive for Good Reason, Executive shall be entitled to receive (i) an amount equal to his Base Salary for a one-year period after such termination, (ii) immediate vesting of all unvested stock options and extension of the period of exercise of such options to the end of the term of the grant (but as defined to both vesting and extension of exercise, excluding any options or stock granted as provided in Section 5(c3(e)), and (iii) belowpayment by the Company of all health insurance premiums for Executive and his eligible dependents with respect to Executive's continuation coverage rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (i.e., "COBRA payments"), or (iii) by you due any similar statute or regulation then in effect, for the one-year period after such termination or such shorter period until Executive and his eligible dependents obtain coverage under the medical plans of any subsequent employer or otherwise fail to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by eligible for continuation coverage with respect to the Company's medical plans under COBRA (for purposes of this Agreement, which shall be paid collectively the "Severance Period"), so long as soon as practicable but Executive has not later than sixty breached and does not breach the provisions of any of paragraphs 6, 7, 8, 9, 10, or 12 below during the time period set forth therein or breached the provisions of any agreement referenced thereby. Within thirty (6030) days following the Termination Datetermination of the Employment Period under circumstances to which this Section 5(a) applies, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You Company shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in deposit an amount equal to the prior year’s bonus, if any, pro-rated; and Base Salary with an escrow agent reasonably acceptable to Executive to be (ivi) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is held by such escrow agent pursuant to an escrow agreement reasonably satisfactory to the Company without Cause or by you for Constructive Termination without Cause or due and Executive and (ii) paid to your Death or Disability, or Executive (subject to Executive complying with the Company elects not to renew your employment at the end provisions of the Term, Protective Covenants) in twelve (12) equal monthly installments on the case first day of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at each month commencing on the end first month immediately following the termination of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination DateEmployment Period. (b) In If the event you Employment Period is terminated as a result of Executive's Disability, Executive and/or his estate or beneficiaries, as the case may be, shall be entitled to receive benefits under the Company's employee benefit programs as in effect on the date of such termination to the extent permitted thereunder and under applicable law and, in addition, shall be entitled to receive (i) voluntarily terminate your employment an amount equal to Executive's Base Salary at the times set forth in this Agreement for any reason other than Constructive Termination without Causethe lesser of the terminated portion of the Employment Period or the one-year period after such termination, (ii) your employment is terminated by immediate vesting of all unvested stock options and extension of the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not period of exercise of such options to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following term of the Termination Dategrant, (i) all earned but unpaid Base Salary through the Termination Date; (ii) excluding as to both vesting and extension of exercise any previously awarded and unpaid bonus; and options or stock granted as provided in Section 3(e)), (iii) all unpaid reimbursable expenses incurred by you through COBRA payments and (iv) the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability pro rata amount of any Annual Bonus payable to the Executive pursuant to 3(b) above for the then current fiscal year of the Company in connection with (calculated by multiplying the performance maximum Annual Bonus by a percentage, the numerator of which shall equal the number of days that have elapsed prior to the termination date during such fiscal year and the denominator of which shall equal 365) ("Pro Rata Annual Bonus"); provided that to the extent that the Company establishes and maintains disability insurance providing to Executive and/or his estate or beneficiaries, as the case may be, a disability income benefit, the Company shall be relieved on a dollar for dollar basis of its obligation to make such payments pursuant to this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreementparagraph 5(b). (c) For If the purposes Employment Period is terminated as a result of Executive's death Executive and/or his estate or beneficiaries, as the case may be, shall be entitled to receive benefits under the Company's employee benefit programs as in effect on the date of such termination to the extent permitted thereunder and under applicable law and, in addition, shall be entitled to receive (i) immediate vesting of all unvested stock options and extension of the period of exercise of such options to the end of the term of the grant, (but excluding as to both vesting and extension of exercise any options or rights granted as provided in Section 3(e)), and (ii) the Pro Rata Annual Bonus. (d) The Agreement Regarding Compensation on Change of Control dated April 9, 2003 between Executive and the Company is terminated as of the Effective Date. In the event of a Change of Control, this subsection (d) shall apply to the exclusion of all other provisions of this AgreementSection 5 if the events described in (i) or (ii) below occur and Executive shall be entitled as follows: In the event of a Change of Control without termination of the Employment Period by the Company or its successor, “Cause” shall mean Executive may resign and receive (A) an amount equal to 150% of his annual Base Salary, (B) immediate vesting of all unvested stock options and\or restricted stock and extension of the period of exercise of such options and\ or restricted stock to the end of the term of the grant, and (C) COBRA payments; provided that you have:the resignation is not effective until the conclusion of a six month transitional period following the effective date of the Change of Control.

Severance. (a) 6.1 In the event your of a termination of the Executive’s employment with by the Company is terminated either for Cause, due to the expiration of the Term or as a result of the Executive’s death, the Executive (or his estate, as applicable) shall be entitled to (i) on account his Base Salary earned but unpaid through and including the date of your death or Disability (as defined in Section 5(e) below)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, the “Accrued Amounts”). For avoidance of doubt, absent a termination of employment in connection with a Change in Control pursuant to Section 6.3, the Executive shall not be entitled to any severance benefits pursuant to Section 6.2 if his employment is terminated by the Company without Cause (as defined in Section 5(c) below)for Cause, or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, Executive's death or the Company elects not to renew your employment at the end expiration of the Term; provided that, in the case of such a termination, all unvested stock options and/or restricted stock granted to you event that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your Executive's employment is terminated by the Company for Cause (a “Discretionary Severance Event”), the 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 payments referred to in subsections 6.2(a) and (b) below. 6.2 In the event the Executive’s employment is terminated by the Company without Cause (which does not include termination due to expiration of the Term) or by the Executive for Good Reason, the Executive shall be entitled to the Accrued Amounts and, subject to Section 6.6, the Executive shall be entitled to receive, and the Company shall be obligated to provide, the following severance benefits: (a) Payments to the Executive of an amount equal to the Base Salary owed to the Executive for the remainder of the Term in one lump sum payment within five (5) days following the termination date, as determined by the Company; provided however, if there is less than one (1) year remaining on the Term, the amount paid to Executive shall be an amount equal to one (1) year of Executive’s then current Base Salary paid in one lump sum payment within five (5) days following the termination date, as determined by the Company; (b) Payment to the Executive of an amount equal to one hundred percent (100%) of the Bonus opportunity actually earned for the Fiscal Year prior to the year of termination, if any; this amount shall be paid in one lump sum payment within five (5) days following the termination date, as determined by the Company; (c) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Executive and his dependents on the day immediately preceding the date of termination of employment; provided, however that (i) the Executive constitutes a qualified beneficiary, as defined in Section 5(c4980B(g)(1) belowof the Code; and (ii) the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide the Executive and his dependents with such health coverage at the Company's expense until the date the Executive and his dependents are no longer eligible to receive continuation coverage pursuant to COBRA; and (d) All outstanding stock options, restricted stock and other awards granted under the Company's equity compensation plans (the “Awards”) shall immediately vest upon termination and the Executive shall be entitled to sell, transfer or (iii) otherwise convey all shares of stock received pursuant to the Awards as of the date of termination notwithstanding any provision in any award agreement to the contrary, subject to compliance with the federal securities laws. Executive shall remain eligible to exercise his stock options through the expiration date of such stock options notwithstanding any provision in any stock option award agreement to the contrary. Notwithstanding this subsection 6.2(d), however, Executive shall have the option, in his sole discretion, to elect to forgo the accelerated vesting of the Awards. 6.3 In the event that the Executive's employment is terminated for any reason within 12 months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to Section 6.6, the Executive shall be entitled to receive, and the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paidobligated to provide, as soon as practicable but no later than sixty the following severance benefits: (60a) Payments to the Executive of an amount equal to five (5) times the Executive’s Base Salary in one lump sum payment within five (5) days following the Termination Datetermination date, as determined by the Company; (ib) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability Payment to the Company Executive of an amount equal to one hundred percent (100%) of the Bonus opportunity actually earned for the Fiscal Year prior to the year of termination, if any; this amount shall be paid in connection with one lump sum payment within five (5) days following the performance of this agreement (except termination date, as determined by the continuing obligations specified in Sections 7, 8 and 10 of this Agreement).Company; (c) For The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the purposes Executive and his dependents on the day immediately preceding the date of termination of employment; provided, however that (i) the Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Code; and (ii) the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide the Executive and his dependents with such health coverage at the Company's expense until the date the Executive and his dependents are no longer eligible to receive continuation coverage pursuant to COBRA; and (d) All outstanding Awards shall immediately vest upon termination and the Executive shall be entitled to sell, transfer or otherwise convey all shares of stock received pursuant to the Awards as of the date of termination notwithstanding any provision in any award agreement to the contrary, subject to compliance with the federal securities laws. Executive shall remain eligible to exercise his stock options through the expiration date of such stock options notwithstanding any provision in any stock option award agreement to the contrary. Notwithstanding this Agreementsubsection 6.3(d), “Cause” however, Executive shall mean have the option, in his sole discretion, to elect to forgo the accelerated vesting of the Awards. (e) To the extent that you have:severance benefits are payable under this Section 6.3, no severance benefits shall be payable under Section 6.2.

Severance. (a) In the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your Employee's employment is terminated by the Company without "cause," the Company does not agree to extend the Employment Term upon the expiration thereof, or Employee terminates his employment because the Company reduces his responsibilities or compensation in a manner which is tantamount to termination of Employee's employment, Employee shall be entitled to (i) receive an amount equal to his base salary for Cause the year preceding the date of the Employee's termination or the date on which the Employment Term expires, as the case may be, such amount to be payable, at the Company's option, in a lump sum on the date of termination or the date on which the Employment Term expires, as the case may be, or ratably over the one year period following the date of termination or expiration (the "Severance Period"), (ii) continue to receive the medical and dental health benefits referred to in Section 4(c) during the Severance Period, and (iii) reasonable outplacement services during the Severance Period provided by an outplacement firm designated by Employee; provided, however, if any such event occurs prior to the extension of the initial Employment Term, Employee shall be entitled to (i) $175,000, payable, in a lump sum on the date of termination, (ii) continue to receive the medical and dental health benefits referred to in Section 4(c) during the Severance Period, and (iii) reasonable outplacement services during the Severance Period provided by an outplacement firm designated by Employee. (b) If, prior to September 14, 2000, there is a Sale of the Business (as defined in Section 5(c) below)2.4 of the Amended and Restated Stockholders Agreement dated as of February 16, or (iii) 1996 by and among the Company elects not to renew your employment at the end and various stockholders of the Initial Term Company) or an applicable Renewal TermTimothy G. Beffa no longer sxxxxx xx Xxxxx Xxxcutive Officer of the Company, you then Employee may elect to terminate his employment with the Company and he shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability entitled to the Company severance set forth in connection with Section 8(a) and relocation assistance to the performance of this agreement (except Washington D.C. metropolitan area, equivalent to the continuing obligations specified assistance set forth in Sections 7Section 5(b); provided, 8 and 10 of this Agreement).however, Employee may elect to relocate to an area other than Washington D.C., in which case such assistance shall be no greater than the assistance that would have been provided to relocate Employee to Washington D.C. (c) If the Employee's employment is terminated by the Company "for cause", the Employee shall not be entitled to severance compensation. (d) The Employee covenants and agrees that he will not, during the one year period following the termination of the Employee's employment by the Company, within any jurisdiction or marketing area in which the Company or any of its Affiliates (as defined below)is doing business or is qualified to do business, directly or indirectly own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Company or any of its Affiliates at the time of such termination; provided, however, that ownership of securities of 2% or less of any class of securities of a public company shall not be considered to be competition with the Company or any of its Affiliates. For the purposes of this AgreementSection 8, “Cause” the term "Affiliate" shall mean, with respect to the Company, any person or entity which, directly or indirectly, owns or is owned by, or is under common ownership with, the Company. The term "own" (including, with correlative meanings, "owned by" and "under common ownership with") shall mean that you have:the ownership of 50% or more of the voting securities (or their equivalent) of a particular entity.

Severance. (ai) In the event your of any termination of Executive’s employment for any reason, Executive (or his estate) shall be entitled to (A) his Base Salary through the date of termination, (B) the value of his accrued but unused vacation and paid time off through the date of termination, (C) except in the case of termination for Cause, any bonus earned in a prior year but not yet paid on the date of termination, (D) reimbursement of all business expenses properly incurred prior to the date of termination consistent with Company policy, and (E) any benefits, including any continuation or conversion rights, provided under any employee benefit plan or policy of the Company (not including any severance, separation pay, or supplemental unemployment benefit plan), in accordance with the Company is terminated either terms of such plan or policy (i) on account of your death or Disability (as defined in Section 5(e) belowthe “Accrued Benefits”), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below);. (ii) You In the event of termination of Executive’s employment by reason of death or Disability, the Company shall also be paid pay or provide to Executive or Executive’s estate (A) the Accrued Benefits, (B) Executive’s Base Salary, in accordance with its normal payroll practices (but not less frequently than monthly), for a lump sum period of six (6) months from the effective date of such termination, (C) an amount equal to Executive’s Target Bonus for the fiscal year of termination pro-rated through the date of termination (determined based on the number of days in the calendar year that Executive is employed by the Company, which shall be Company in such year of the effective date of termination) and paid as soon as practicable but not later than sixty within thirty (6030) days following such termination, and (D) continued health benefits for Executive and his eligible dependents at Company’s expense (or such portion thereof as is then funded by the Termination DateCompany for other employees of the Company), equal if applicable, for the same period. (iii) In the event of a nonrenewal or termination by the Company pursuant to Section 2 or Section 10(a)(iii), or if Executive terminates this Agreement during the lesser of (1) twelve (12) months after a Change of your Base Salary Control pursuant to Section 10(a)(v), the Company shall (A) pay or provide to Executive the Accrued Benefits, (2B) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid pay Executive a pro-rated rata annual bonusbonus in respect of the fiscal year in which the effective date of termination occurs (determined based on the number of days in the calendar year that Executive is employed by the Company in such fiscal year of the effective date of termination), with such annual bonus (if any) paid at the same time it would have otherwise been paid absent Executive’s termination of employment, (C) continue to pay Executive his/her Base Salary, in a lump sum accordance with its normal payroll practices (but not less frequently than monthly), and shall continue Executive’s, and his eligible dependents’, health insurance benefits at Company’s expense (or such portion thereof as is then funded by the Company for other employees of the Company) for a period of twelve (12) months from the effective date of such termination, and (D) provide Executive, at the Company’s expense, with senior executive level outplacement services for a period of twelve (12) months from the date of termination, using a reputable provider selected by Executive with the Company’s consent, which shall not be paid as soon as practicable but unreasonably withheld, provided that such outplacement expenses shall not later than sixty (60) days following such Termination Date, exceed $25,000 in an amount equal to the prior year’s bonus, if any, pro-rated; andany event. (iv) Except as expressly provided in this Section 10(b), upon the termination of Executive’s employment, all payments hereunder shall cease. (v) The Initial Option payments and any stock options and/or restricted stock previously granted under Sections 3(cbenefits described in Section 10(b)(ii) and 3(d10(b)(iii) of this Agreement shall vest as follows: (1) If termination is are in lieu of, and not in addition to, any other severance arrangement maintained by the Company without Cause Company. The payments and benefits described in Section 10(b)(ii) and 10(b)(iii), other than the Accrued Benefits, are conditioned on: (a) Executive’s (or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of Executive’s death, his/her estate’s) execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of his/her termination of employment, of a general release of claims against the Company and its affiliates substantially in the form attached hereto as Exhibit A (the “Release”); and (b) Executive’s continued compliance with the provisions of Sections 5, 6, 7 and 8 of this Agreement. Subject to Section 10(d) below, the payments and benefits described in Section 10(b)(ii) and 10(b)(iii) will begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60 day period described above begins in one taxable year and ends in a second taxable year such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during payments or at benefits shall not commence until the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Datesecond taxable year. (bvi) In Executive shall not be required to seek or accept other employment, or otherwise to mitigate damages, as a condition to receipt of the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined benefits described in Section 5(c10(b)(ii) belowand 10(b)(iii), and such benefits shall not be reduced or (iii) the Company elects not to renew your employment at the end of the Initial Term or offset by an applicable Renewal Termamounts received by Executive from any other source, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability except to the Company in connection with the performance extent Executive’s medical coverage is discontinued by reason of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)his acquiring other coverage. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your employment with the Company is terminated either (i) on account If Executive has a Separation from Service as a result of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior yearExecutive’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is discharge by the Company without Cause or by you reason of Executive’s resignation for Constructive Termination without Cause Good Reason or due to your Death as a result of Executive’s death or Permanent Disability, in any 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, if applicable, will be payable in a lump sum within ten (10) days following the effective date of the Release (as defined below): (i) The Company elects not shall pay to renew your employment Executive (or his or her estate, if applicable) his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the end 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 (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 (or his or her estate, if applicable) may be entitled pursuant to the terms of such plans or agreements at the Termtime of Executive’s Separation from Service; (ii) Subject to Section 3(c) and, other than in the case of Executive’s death, Executive’s continued compliance with Section 4, Executive shall be entitled to receive severance pay in an amount equal to one hundred percent (100%) multiplied by Executive’s annual base salary as in effect immediately prior to the date of Executive’s Separation from Service as well as payment of any amount equal to any annual bonus to which Executive would have been entitled to receive as of the date of Executive’s Separation from Service based on the Company’s and/or Executive’s performance through such date, to be determined by the Board or the Compensation Committee thereof in good faith in accordance with the terms of the applicable bonus program (for the avoidance of doubt, any bonus or part thereof that relates to goals or objectives covering a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at full calendar year will not be paid unless Executive’s Separation from Service occurs after the end of such calendar year); (iii) Subject to Section 3(c) and, other than in the Initial Term case of Executive’s death, 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 the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall vest arrange to provide Executive and/or his or her eligible dependents who were covered under the Company’s health insurance plans as of the Termination Date; or date of Executive’s Separation from Service with health (2including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the date of such Separation from Service. If termination the Company is due not reasonably able to Cause or by you not as a result 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 Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested the Company’s health benefits are self-funded as of the Termination Date.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 (including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive (or his or her estate, if applicable) an amount equal to the monthly premium payment for Executive and/or his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof); (biv) In the event you (iSubject to Section 3(c) voluntarily terminate your employment for any reason and, other than Constructive Termination without Causein the case of Executive’s death, Executive’s continued compliance with Section 4, the vesting of each of Executive’s Stock Awards shall be accelerated in full (iiprovided that any Stock Awards that vest upon achievement of any performance-based goals or targets shall be accelerated as to the “target” number of shares subject to such Stock Awards) your employment is terminated 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; and (v) Notwithstanding any other provision of this Agreement to the contrary, any severance benefits payable to Executive under this Agreement shall be reduced by any severance benefits payable by the Company for Cause (as defined in Section 5(c) below), or (iii) an affiliate of the Company elects not to renew your employment at the end of the Initial Term such individual under any other policy, plan, program, agreement or an applicable Renewal Termarrangement, you shall be paidincluding, as soon as practicable but no later than sixty (60) days following the Termination Datewithout limitation, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded severance agreement between such individual and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)any entity. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)that, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without CauseRenewal Term, (ii1) your employment is terminated by the Company without Cause or (2) you voluntarily terminate your employment for Cause Good Reason, in addition to the Accrued Obligations (as described in Section 3.9(b)), the Company shall pay you an amount equal to two times the sum of (i) your then Annual Base Salary, (ii) the average of the annual bonuses actually paid or payable to you with respect to the three completed fiscal years (beginning on May 2, 2015) preceding the date of your termination of employment (or such lesser number of completed fiscal years beginning on May 1, 2015 and ending on the date of your termination of employment) and (iii) the aggregate annual dollar amount of the payments made or to be made to you or on your behalf for purposes of providing you with the benefits set forth in Sections 3.3, 3.6 and 3.7 above, less all applicable withholding and other applicable taxes and deductions (“Severance Amount”); provided that (x) you execute and deliver to the Company, and do not revoke, a release of all claims against the Company substantially in the form attached hereto as Exhibit A (“Release”) and (y) you have not materially breached as of the date of such termination any provisions of this Agreement and do not materially breach such provisions at any time during the Relevant Period (as defined below). If your employment terminates on or before April 30, 2016, the amount determined under clause (ii) above for purposes of calculating the Severance Amount shall be equal to the 2016 Bonus. The Company’s obligation to make such payment shall be cancelled upon the occurrence of any material breach of any provisions of this Agreement and, in the event such payment has already been made, you shall repay to the Company such payment within 30 days after demand therefore; provided, however, such repayment shall not be required if the Company shall have materially breached this Agreement prior to the time of your breach. The Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in Section 5(cthe Release) belowhas expired. Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company within 60 days of such termination of employment (or if such Release is revoked in accordance with its terms), the Severance Amount shall not be paid, but the Accrued Obligations nevertheless shall be paid. Notwithstanding the foregoing, any then-unvested portion of any time-based restricted stock units that are part of a Stock Grant shall vest immediately in the event that, during the Initial Term or any Renewal Term, (A) your employment is terminated by the Company without Cause or (iiiB) you voluntarily terminate your employment for Good Reason. (b) Upon the termination of your employment hereunder for Cause or by your voluntary termination of your employment hereunder without Good Reason, in each case, during the Initial Term or any Renewal Term, the Company elects shall have no further obligation to you other than: (1) to pay Annual Base Salary through the effective date of termination (the “Effective Termination Date”); (2) to pay any bonus (as described in Section 3.2) for any fiscal year which has ended prior to the fiscal year in which the Effective Termination Date occurs that has been earned but not yet paid as of the Effective Termination Date; and (3) with respect to renew your employment at any benefits to which you may be entitled pursuant to any insurance or other benefit plans or arrangements of the Company, such benefits shall be payable in accordance with the terms of such plans or arrangements (the items described in clauses (1), (2) and (3) collectively, the “Accrued Obligations”). For purposes of this Section 3.9, except as may be required under Section 6.10, payment under clause (1) shall be made in cash in a single lump sum not later than 60 days following the Effective Termination Date and payment under clause (2) shall be made in cash in a single lump sum not later than the fifteenth day of the third month following the end of the fiscal year of the Company with respect to which the applicable bonus was earned. (c) Upon the termination of your employment hereunder by your death or Disability, in each case, during the Initial Term or an applicable any Renewal Term, you shall be paid, as soon as practicable but no later than sixty entitled to receive: (601) days following the Termination Date, Accrued Obligations; (i2) all earned but unpaid Annual Base Salary through the Termination Datelast day of the month in which such termination occurs; (ii3) bonus compensation as described in Section 3.2 (at the time bonuses are paid to the executive officers of the Company generally) determined based on your target bonus, any previously awarded applicable performance goals and unpaid bonusactual achievement of such performance goals (as certified by the Compensation Committee) for the fiscal year in which such termination occurs, but prorated according to the number of months that elapsed in such fiscal year through the last day of the month in which such termination occurs (the “Pro-Rata Bonus”); and (iii4) all unpaid reimbursable expenses incurred unless the vesting provisions for equity awards granted to executive officers of the Company for the applicable year are more favorable, in which case such provisions shall apply, a pro-rata portion of any then-outstanding equity compensation award made to you by you the Company, determined based on a fraction, the numerator of which is the number of months that elapsed from the grant date of such award through the Termination Date last day of the month in which such termination occurs and the denominator of which is the number of total months in the period from such grant date to the final vesting date of such equity compensation award, shall vest to the extent not already vested and any remaining portion of such award shall be forfeited; provided that, with respect to any equity awards subject to performance goals, such determination shall be made following the end of the relevant performance period based on actual achievement of such performance goals (as certified by the Compensation Committee) for the applicable performance period, at which time the pro-rata portion of such awards shall vest and the remaining portion of such award shall be forfeited (the “Termination PaymentsSpecial Equity Vesting”). In either such eventPayment under clause (2) shall be made in cash in a single lump sum not later than 60 days following the earlier of the termination of your employment due to your Disability or the date of your death and, if and to the extent applicable, settlement of any equity awards under clause (4) shall occur not later than 60 days following the later of the termination of your employment due to your Disability or death and the settlement date provided for in the applicable equity award agreement. 4 (d) Upon the expiration of the term of this Agreement or due to non-renewal by the Company, you shall have no further obligation be entitled to receive: (1) the Accrued Obligations (determined as though your employment terminated on the date of such expiration); (2) continued Annual Base Salary through the last day of the month in which such expiration occurs, whether or liability not your employment is terminated upon or after such expiration; and (3) provided that you executed and delivered a Release to the Company Company, which has become irrevocable in connection accordance with its terms, within 60 days of such expiration, (x) the performance Pro Rata Bonus (calculated as though your employment terminated on the last day of this agreement the month in which such expiration occurs) and (except y) the continuing obligations specified Special Equity Vesting (calculated as though your employment terminated on the last day of the month in Sections 7which such expiration occurs). Payment under clause (2) shall be made in cash in a single lump sum not later than 60 days following the date of such expiration and, 8 if and 10 to the extent applicable, settlement of this Agreement)any equity awards under clause (3)(y) shall occur not later than 60 days following the later of the date of such expiration and the settlement date provided for in the applicable equity award agreement. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (A) In the event that (a) your employment terminates pursuant to Section 7C or (b) after the expiration of the Employment Period, if your employment continues as provided in Section 1, either you give notice of termination of employment to the Company or the Company gives you notice of termination of employment other than for cause (as defined above) or disability, and provided that (i) within thirty (30) days prior to the expiration of the Employment Period Nabi had not offered to renew this Agreement on terms no less favorable to you than the terms then in effect, and (ii) within ninety (90) days following the expiration of the Employment Period Xxxx has not tendered to you a new employment agreement executed on behalf of Xxxx and containing such no less favorable terms, you shall receive the benefits set forth in Sections 8B, 8C and 8D. In the event your employment with the Company is terminated either terminates pursuant to Section 7B (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) belowa), or (iii) by as a result of your death, you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined benefit set forth in Section 5(b) below8D. Notwithstanding the foregoing provisions of this Section 8A, in the event your employment terminates under circumstances that entitle you to receive compensation and other benefits pursuant to the April 1, 2004 Change of Control Severance Agreement between you and Nabi (the “Change of Control Severance Agreement”);, you shall not receive the benefits set forth in Section 8B, 8C and 8D. (iiB) You shall also be paid a lump sum by Based on the Companyeffective date of such termination, which Xxxx will continue to pay you your base salary as of the effective date of such termination (“Severance Pay”) and maintain in effect such fringe benefits (including auto allowance) as are accorded to other similarly situated employees (to the extent allowed under, and subject to the limitations of, applicable plans) for eighteen (18) months. Severance Pay shall be paid as soon as practicable but not later than sixty made in equal bi-weekly installments. (60C) days following the Termination DateThe Company shall pay for executive outplacement services up to $18,000 by an organization selected by Xxxx in its sole discretion. (D) All of your non-vested stock options, equal to the lesser of restricted stock or similar incentive equity instruments (1“Options”) shall immediately vest. All such “Options” shall be exercisable for twelve (12) months of past your Base Salary or (2) the Base Salary payments remaining under this Agreement (the termination date, except that no “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which Options” shall be paid as soon as practicable but not later than sixty (60) days following such Termination Dateexercisable beyond the original “Option” expiration date. To the extent the terms of any “Options” are inconsistent with this Agreement, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) terms of this Agreement shall vest as follows:control. (1E) If termination is by the Company without Cause All payments or by benefits to you for Constructive Termination without Cause under this Section 8 (other than payments or benefits already accrued and otherwise due to your Death under Xxxx’s employee benefit plans or Disabilityprograms, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Causeyour death) will not be given unless you execute (and do not rescind) a written employment termination agreement in a form prescribed by Xxxx, then you shall only be permitted containing terms consistent with this Agreement as well as a general release of all claims against Xxxx and related parties with respect to retain those stock options and/or restricted shares which have vested as all matters occurring prior to or on the date of the Termination Date. release, including (bbut not limited to) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), matters or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company matters in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)your termination. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In Following the event your Closing Date, Purchaser shall provide, and be solely liable for, severance pay and benefits to each Transferred Business Employee whose employment with Purchaser or one of its Affiliates terminates. Without limiting the Company is terminated either generality of the foregoing, for the two-(2) year period following the Closing Date, each non-represented Transferred Business Employee whose employment terminates under circumstances entitling such employee to severance pursuant to the terms of Purchaser's Notice and Severance Pay Plan attached hereto as SCHEDULE 10.1(j) (ithe "PURCHASER SEVERANCE PLAN"), shall receive the severance pay and benefits set forth in the Purchaser Severance Plan (taking into account SECTION 10.1(e) hereof). With respect to non-represented Business Employees to whom Purchaser does not provide a job offer in accordance with SECTION 10.1(b) (whether due to a breach of SECTION 10.1(b) or due to the fact that Purchaser did not include such Business Employee on account the list required by clause (ii) of your death the first sentence of Section 10.1(b)) or Disability any non-represented Business Employee who declines a job offer which requires "relocation" (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(dwhose employment is terminated by Vulcan within one hundred and twenty (120) of this Agreement shall vest as follows: calendar days after the Closing Date (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of Business Employees who provide transition services to Purchaser at Purchaser's request following the Closing Date, ninety (90) calendar days after the cessation of Vulcan's provision of such a terminationservices, all unvested stock options and/or restricted stock granted to you that and in the case of Business Employees who are scheduled to vest during or at on leave as of the Closing Date, ninety (90) calendar days following the end of such leave) (collectively referred to herein as "Non-Transferred Business Employees"), Purchaser agrees, following receipt of an itemized statement, to reimburse Vulcan promptly for the Initial Term shall vest as severance pay, costs of the Termination Date; or benefits set forth on SCHEDULE 10.1(j) and costs of outplacement services (2such outplacement services in no circumstances to exceed $250,000 in the aggregate or $5,500 per person) If termination is due (including, in each case, any withholding and employer-paid employment taxes) payable or provided to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as such terminated Non-Transferred Business Employees in accordance with SCHEDULE 10.1(j). For purposes of the Termination reimbursement obligations under this SECTION 10.1(j), the cost of medical benefits shall be at the premium or premium equivalent amount. For purposes hereof, a job offer will be deemed to require "relocation" if it is for a position at a work location that requires such Business Employee to travel more than an additional twenty-five (25) miles (one way each day) to work than such Business Employee traveled immediately prior to the Closing Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In Upon a Qualifying Termination of Employee's employment, Employee shall be entitled to the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)following Severance: 3.1 An amount, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a in one-lump sum by the Company, which shall be paid as soon as practicable but not later than sixty within thirty (6030) days following of the Termination Date, equal to the lesser sum of: (a) an amount equal to Employee's Base Salary; and (b) an amount equal to Employee's Bonus. 3.2 Until the earlier to occur of (1i) twelve (12) months of your Base Salary or (2) one year after the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, or (ii) the date on which Employee becomes eligible to be covered by or otherwise receives, substantially comparable benefits from a subsequent employer, the Company shall maintain in full force and effect for the continued benefit of Employee all medical insurance, dental insurance, life insurance and long-term disability insurance policies in which Employee was entitled to participate immediately prior to the Termination Date (or substantially similar policies), provided that Employee's continued participation is permitted under the general terms and conditions of such policies. In the event that Employee is ineligible to participate in such policies, the Company reasonably shall arrange, upon comparable terms, to provide Employee with benefits substantially similar to those which Employee is entitled to receive under such policies, or if not reasonably available, the Company shall pay to Employee (in equal monthly in arrears installments) an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by most recent direct monthly cost to the Company without Cause or by you for Constructive Termination without Cause or due of providing such former benefits to your Death or DisabilityEmployee. In furtherance of the foregoing, or Employee hereby agrees to notify the Company elects promptly if and when Employee commences employment with another employer and if and when Employee becomes eligible to participate in any insurance or other benefit plans, programs, policies or arrangements of another employer. 3.3 The Company agrees to pay or reimburse Employee following a Qualifying Termination for outplacement services in an aggregate amount up to, but not to renew your employment at exceed, Three Thousand Dollars ($3,000.00), such payment or reimbursement to be made promptly following the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted submission by Employee to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below)of appropriate receipts therefor, or (iii) it being understood, however, that the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation to procure or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)arrange for such outplacement services. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a1) In If, during the event your employment with Term of this Employment Agreement, the Company is terminated either (i) on account of your death terminates Executive’s employment without Cause, or Disability (as defined in Section 5(e) below), (ii) the Company notifies Executive that the Term of this Agreement will not be renewed, or fails to offer to renew the Term of this Agreement, then in either case upon the expiration of the Term the Executive shall be deemed terminated by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Executive resigns for Good Reason, then, upon Executive’s Termination of Employment, the Company elects not will (in lieu of any other severance benefits under any of the Company employee benefit plans, programs or policies) continue to renew your employment pay Executive’s Base Salary at the end time of such termination for a period of twelve (12) months. Such severance will be payable in equal installments in accordance with the Initial Term Company’s normal payroll practices, subject to such withholding and other taxes as may be required by applicable law. (2) The Company will have no obligation to make any severance payments under § 4(c)(1) or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the to pay any Termination Date, Year Pro Rata Annual Bonus if (i) all earned but unpaid Base Salary through Executive violates any of the Termination Date; provisions of § 5 of this Employment Agreement, or (ii) Executive does not execute and deliver (without revoking) to the Company a general release in form and substance satisfactory to the Company of any previously awarded and unpaid bonus; all claims she may have against the Company, Driven Brands Holdings Inc. and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date its affiliates (the “Release”) within the thirty (30) day period following the later of (x) Executive’s Termination Payments”). In either such event, you shall have no further obligation of Employment or liability to (y) the date the Company in connection with delivers the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Release to Executive. (c3) For Executive waives Executive’s rights, if any, to have the purposes of payments provided for under this Section 4(c) taken into account in computing any other benefits payable to, or on behalf of, Executive by the Company. (4) Notwithstanding anything to the contrary in this Employment Agreement, “Cause” shall mean that you have:if a change of control of the Company occurs, neither the Company, any affiliate of the Company, nor any acquirer of the Company or any affiliate of the acquirer will have any obligation to make severance payments under this Section solely as a result of such change of control unless Executive’s employment is terminated without Cause or Executive resigns for Good Reason simultaneously with such change of control, provided Section 5(c) will remain in effect following a change of control.

Severance. (a) a. In the event that (x) the Company involuntarily terminates your employment with the Company is terminated either without Cause (i) on account of your death or Disability (as defined in Section 5(e) belowand not due to Disability), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iiiy) the Company elects not refuses to renew your employment at re-nominate you to the end of Board or (z) you are removed from the Board (other than for Cause), in each case, during the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, entitled to (i) all earned but unpaid the portion of your Base Salary through that would otherwise have been payable if you remained the Termination Date; CEO for the duration of the Initial Term, payable in regular payroll installments over the twelve (12) month period commencing on the date of your termination and (ii) full acceleration of the unvested portion of the RSU Award, payable in accordance with the terms of your applicable award agreement and the Company’s equity compensation plan. All amounts payable under this Section 8(a) shall be in lieu of and not in addition to any previously awarded amount that otherwise might be payable under the Company’s Executive Severance Plan (or successor to such plan) upon such a termination. Notwithstanding anything herein to the contrary, if the Board identifies, and unpaid bonus; a majority of the Board approves, your CEO successor, then you shall not be entitled to any severance payments or benefits under this Section 8(a), provided, that your RSU Award shall continue to vest, subject to your continued service on the Board and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (terms of the “Termination Payments”). applicable Company equity compensation plans and related documents. b. In either such eventthe event that the Company terminates your employment for Cause, you shall not be entitled to any of the aforementioned severance amounts and the Company shall have no further obligation or liability to the Company in connection with the performance of you under this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Offer Letter. (c) c. For the all purposes of under this AgreementOffer Letter, “Cause” shall mean and include (i) a willful and material misappropriation of any monies or assets or properties of the Company; (ii) a willful and material breach by you of the terms of this Offer Letter that is demonstrably injurious to the Company and that, if capable of cure, has not been cured within thirty (30) days after written notice to you have:of the breach, which notice shall specify the breach and, if applicable, the nature of conduct necessary to cure such breach; or (iii) the conviction of, or plea of guilty or nolo contendre, by you to a felony or to any criminal offense involving moral turpitude.

Severance. (aA) In If Employee’s employment is terminated pursuant to Sections 2(b)(i)(A) or (B), the event your Company shall pay Employee only his Base Compensation through his actual day of termination, and the Company shall have no further liability or obligation to Employee, his executors, heirs, assigns or other persons claiming under or through his estate. (B) Subject to Sections 2(b)(ii)(C) and 2(b)(ii)(D) below, if the Company terminates Employee’s employment Without Cause pursuant to Section 2(b)(i)(C) or Employee terminates his employment in accordance with Section 2(b)(i)(D) then, provided Employee executes a general release with language acceptable to the Company (a “Release”), the Company shall provide Employee with the Company is terminated either following: (iI) on account Payment in an aggregate amount equal to nine (9) months of your death or Disability (Employee’s then-applicable annual Base Compensation, plus an amount equal to 9/12ths of Employee’s annual bonus as defined in Section 5(e) below), (ii) most recently paid by the Company without Cause for the period immediately preceding the year of termination, if any such bonus was achieved, less applicable withholding, payable as a lump sum within sixty (60) days after Employee’s termination of employment. (II) Payment in an aggregate amount equal to nine (9) months of the COBRA costs associated with continuation of benefits under the Company’s employee healthcare benefit plans (medical, dental, prescription) in which Employee participated immediately prior to Employee’s termination of employment. Payment will be made to the Employee within sixty (60) days after Employee’s termination of employment. (III) The assignment, at Employee’s option, of life and disability insurance policies insuring Employee, provided that, notwithstanding paragraph (I) above, Employee shall thereafter be responsible for any premium payments and transfer of any vested funds or other benefits under any of the Company’s ERISA or other benefit plans and such assignment shall only be permitted if allowed under the terms of the applicable insurance policy. (IV) the treatment of outstanding equity awards, as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below):follows: (i) You the portion of Employee’s outstanding stock options, stock appreciation rights and other awards in the nature of rights that may be exercised that would have become vested and exercisable within nine (9) months following the effective date of his termination shall receive become fully vested and exercisable as of the Termination Payments effective date of his termination and shall thereafter remain exercisable for a period of nine (as defined in Section 5(b9) below)months or until the earlier expiration of the original term of the award; (ii) You all time-based vesting restrictions on Employee’s outstanding equity awards that would have lapsed within nine (9) months following the effective date of his termination shall also be paid a lump sum by lapse as of the Companyeffective date of his termination; and (iii) the payout level under all of Employee’s performance-based awards that (A) were outstanding immediately prior to the effective date of his termination, which and (B) would have been eligible to have been earned within nine (9) months following the effective date of his termination, shall be paid determined and deemed to have been earned as soon of the effective date of his termination based upon an assumed achievement of all relevant performance goals at the “target” level, and there shall be a pro rata payout to Employee on the 60th day after the effective date of his termination of employment (or such later date as practicable but may be required pursuant to Section 4(g)), based upon the length of time within the performance period that has elapsed prior to the effective date of termination of employment. Any outstanding equity awards that do not later than sixty vest pursuant to the foregoing provisions, if any, shall remain outstanding for an additional six (606) days months following the Termination Dateeffective date of Employee’s termination, but such outstanding equity awards shall not continue to vest or become exercisable during such 6-month period except as otherwise provided in Section 2(b)(ii)(D) below. At the end of such 6-month period, Employee’s outstanding and unvested equity awards shall be cancelled and Employee shall forfeit all of his right, title and interest in and to such equity awards as of such date, without further consideration or any act or action by Employee. (C) Notwithstanding Section 2(b)(ii)(B) above, If the Company terminates Employee’s employment Without Cause pursuant to Section 2(b)(i)(C) or Employee terminates his employment in accordance with Section 2(b)(i)(D) during the twelve (12) months following the effective date of a Change of Control, then, provided Employee executes a Release, the Company shall provide Employee with the following (which payments and benefits shall be in lieu of any payments under Sections 2(b)(ii)(B)(I) through 2(b)(ii)(B)(III)): (I) Payment in an aggregate amount equal to the lesser of (1) twelve (12) months of your Employee’s then-applicable annual Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid Compensation, plus a pro-rated rata portion of his target bonus opportunity under AuthenTec’s annual bonusbonus plan for the year in which his termination occurs (with the pro-ration based on the portion of the fiscal year for which he was employed), which amount will be paid to Employee in a single lump sum by on the 60th day after his termination of employment. (II) Payment in an aggregate amount equal to twelve (12) months of the COBRA costs associated with continuation of benefits under the Company’s Employee healthcare benefit plans (medical, dental, prescription) in which shall Employee participated immediately prior to Employee’s termination of employment. Payment will be paid as soon as practicable but not later than made to the Employee within sixty (60) days following after Employee’s termination of employment. (III) The assignment, at Employee’s option, of life and disability insurance policies insuring Employee, provided that Employee shall thereafter be responsible for any premium payments and such Termination Dateassignment shall only be permitted if allowed under the terms of the applicable insurance policy. (D) Notwithstanding Section 2(b)(ii)(B) above, if the Company terminates Employee’s employment Without Cause pursuant to Section 2(b)(i)(C) or Employee terminates his employment in an amount equal accordance with Section 2(b)(i)(D) either (1) during the six months prior to the effective date of a Change of Control, unless the Company reasonably demonstrates that such termination of employment was not in connection with or anticipation of a Change of Control, or (2) during the twelve (12) months following the effective date of a Change of Control, then, provided Employee executes a Release, the Company shall provide Employee with the following (which payments and benefits shall be in lieu of any payments under Section 2(b)(ii)(B)(IV)): (I) All of Employee’s options, stock appreciation rights, and other awards in the nature of rights that may be exercised that were outstanding immediately prior yearto the effective date of the Change of Control shall become fully vested and exercisable as of the effective date of his termination and shall thereafter remain exercisable for a period of one (1) year or until the earlier expiration of the original term of the award; (II) all time-based vesting restrictions on Employee’s bonus, if any, pro-ratedequity awards that were outstanding immediately prior to the effective date of the Change of Control shall lapse as of the effective date of his termination; and (ivIII) The Initial Option and any stock options and/or restricted stock previously granted the payout level under Sections 3(c) and 3(d) all of this Agreement shall vest as follows: (1) If termination is by Employee’s performance-based equity awards that were outstanding immediately prior to the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end effective date of the Term, in the case Change of such a termination, all unvested stock options and/or restricted stock granted Control shall be determined and deemed to you that are scheduled to vest during or at the end of the Initial Term shall vest have been earned as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as effective date of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment Change of Control based on an assumed achievement of all relevant performance goals at the end “target” level, and there shall be a payout of the Initial Term full award to Employee on the 60th day after the effective date of his termination of employment (or an applicable Renewal Term, you shall such later date as may be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”required pursuant to Section 4(g). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (cE) For The parties acknowledge and agree that this letter serves to amend the purposes of this Agreement, “Cause” shall mean that you have:applicable Equity Award grant agreements to comport with the provisions set forth herein.

Severance. In no way limiting the Company’s policy of employment at will: (a) In the event your If Employee’s employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due Employee with Good Reason prior to your Death or Disabilitythe Expiration Date (but not in connection with a Change of Control which is subject to Section 5(b)), or and provided that all of the following have occurred within 60 days following the termination of Employee’s employment with the Company: (i) Employee first signs and delivers to the Company elects not 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 (the date that all of the conditions set forth in (i), (ii) and (iii) above are met to renew your employment be referred to as the “Release Date”), Employee shall be entitled to receive: (i) Severance compensation equal to two-thirds of his annual Base Salary and Target Bonus in effect for the year in which the Termination Date occurs, payable in eight monthly installments equal to one-eighth of such severance compensation, subject to required withholding, payable at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end each of the Initial Term shall vest as next eight (8) full calendar months following the first full calendar month following the Release Date; (ii) Coverage at Company expense under the employee health insurance plan of the Termination Company for period of eight months following the Release Date; , or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be if less, the maximum time period permitted to retain those stock options and/or restricted shares which have vested as of the Termination Dateunder COBRA. (b) In If within 3 months before or six months after a Change of Control Employee’s employment with the event you Company is terminated (i) voluntarily terminate your employment for any reason other than Constructive Termination by the Company without Cause, Cause or (ii) your employment is terminated by Employee for any reason, Employee shall be entitled to receive severance compensation equal to the Company for Cause greater of (as defined in Section 5(cA) below), or (iii) the Company elects not to renew your employment at the end two-thirds of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid sum of his annual Base Salary through and Target Bonus in effect for the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through year in which the Termination Date occurs or (B) two-thirds of the sum of his annual Base Salary and Target Bonus in effect for the year in which the Termination Date occurs, annualized over the period from the Termination Date until the Expiration Date, which shall be payable immediately upon such termination. “Termination Payments”). In either such event, you Change of Control” shall have no further obligation or liability the meaning given to such term in the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)2010 Plan. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)that, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without CauseRenewal Term, (ii1) your employment is terminated by the Company without Cause or (2) you voluntarily terminate your employment for Cause Good Reason, in addition to the Accrued Obligations (as described in Section 3.9(b)), the Company shall pay you an amount equal to two times the sum of (i) your then Annual Base Salary, (ii) the average of the annual bonuses actually paid or payable to you with respect to the three completed fiscal years (or, if fewer, the number of fiscal years in which you were employed pursuant to this Agreement unless such termination occurs in fiscal year 2018, in which case this subclause (ii) shall be $1,650,000) preceding the date of your termination of employment (or such lesser number of completed fiscal years) and (iii) the aggregate annual dollar amount of the payments made or to be made to you or on your behalf for purposes of providing you with the benefits set forth in Sections 3.4 and 3.8 above, less all applicable withholding and other applicable taxes and deductions (“Severance Amount”); provided that (x) you execute and deliver to the Company, and do not revoke, a release of all claims against the Company substantially in the form attached hereto as Exhibit A (“Release”) and (y) you have not materially breached as of the date of such termination any provisions of this Agreement and do not materially breach such provisions at any time during the Relevant Period (as defined below). The Company’s obligation to make such payment shall be cancelled upon the occurrence of any such material breach and, in the event such payment has already been made, you shall repay to the Company such payment within 30 days after demand therefore; provided, however, such repayment shall not be required if the Company shall have materially breached this Agreement prior to the time of your breach. The Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in Section 5(cthe Release) belowhas expired. Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company within 60 days of such termination of employment (or if such Release is revoked in accordance with its terms), or the Severance Amount shall not be paid, but the Accrued Obligations nevertheless shall be paid. (iiib) Upon the Company elects not to renew termination of your employment at the end of hereunder for any reason other than as set forth in Section 3.9(a) above, during the Initial Term or an applicable any Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you Company shall have no further obligation or liability to you other than: (1) to pay Annual Base Salary through the effective date of termination (the “Effective Termination Date”); (2) to pay any bonus (as described in Section 3.2) for any fiscal year which has ended prior to the Company fiscal year in connection which the Effective Termination Date occurs that has been earned but not yet paid as of the Effective Termination Date; and (3) with respect to any benefits to which you may be entitled pursuant to any insurance or other benefit plans or arrangements of the Company, such benefits shall be payable in accordance with the performance terms of this agreement such plans or arrangements (except the continuing obligations specified items described in Sections 7clauses (1), 8 (2) and 10 of this Agreement(3) collectively, the “Accrued Obligations”). (c) . For the purposes of this AgreementSection 3.9, “Cause” except as may be required under Section 6.10, payment under clause (1) shall mean that you have:be made in cash in a single lump sum not later than 60 days following the Effective Termination Date and payment under clause (2) shall be made in cash in a single lump sum not later than the fifteenth day of the third month following the end of the fiscal year of the Company with respect to which the applicable bonus was earned.

Severance. (a) In Subject to the event your restrictions set forth below in this Section 5(a), if Employee's employment with the Company Employer is terminated either (i) on account of your death or Disability (as defined in pursuant to Section 5(e) below4(d), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which Employee shall be paid entitled to receive as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary a severance benefit aggregate severance payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonusamount of the Employee's annual salary under this Employment Agreement at the time of termination multiplied by 2 [less any amount paid in lieu of termination notice under Section 4(d)] (the "Severance Payments"). The Severance Payments may be made by the Employer as semi-monthly salary continuation payments or as a lump sum payment within ninety (90) days after termination of Employee's employment with Employer, if anyas determined by the Employer in its sole and absolute discretion. Notwithstanding the foregoing, pro-rated; and (iv) The Initial Option Employee shall not be entitled to receive any further Severance Payments, and any stock options and/or restricted stock previously granted under Sections 3(cright to such Severance Payments shall be forfeited, upon the occurrence of any of the following events: (i) and 3(d) the second anniversary of this Agreement shall vest as follows: (1) If the Employee's date of termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disabilityfrom Employer, or (ii) the Company elects not to renew your employment at the end date of Employee's violation of the Termterms of Xxxxxxx 0, in the case of such a termination0, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date0 xx 00 xxxxxx. (bx) In addition to the event you Severance Payments outlined in paragraph (a), if Employee's employment with Employer is terminated pursuant to Section 4(d), Employee shall be entitled to be reimbursed for the cost of COBRA health insurance continuation benefits until the earlier of (i) voluntarily terminate your employment for any reason other than Constructive Termination without Causeeighteen (18) months from the date of the Employee's termination with Employer, or (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end date of Employee's violation of the Initial Term terms of Section 7, 8, 9 or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”)10 hereof. In either such event, you shall have no further obligation or liability Employee's rights to the Company in connection with the performance foregoing health insurance benefits shall terminate as to any benefit for which he becomes eligible that provides substantially similar benefits on substantially similar terms through a program of this agreement a subsequent employer or otherwise (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreementsuch as through coverage obtained by Employee's spouse). (c) For If Employee is entitled to severance benefits upon termination of employment under the purposes terms of a Key Employee Change in Control Agreement with the Employer, the Employee shall not be entitled to any severance benefits under this Agreement, “Cause” shall mean that you have:.

Severance. (a) In the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)that, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without CauseRenewal Term, (ii1) your employment is terminated by the Company without Cause or as a result of the Company electing by written notice not to renew the term of this Agreement or (2) you voluntarily terminate your employment for Cause Good Reason, then (i) the Company shall pay you (a) an amount equal to two times the sum of (A) your then Annual Base Salary, (B) the average of the annual bonuses actually paid or payable to you with respect to the three completed fiscal years (beginning on May 1, 2016) preceding the date of your termination of employment (or such lesser number of completed fiscal years beginning on May 1, 2016 and ending on the date of your termination of employment) and (C) the aggregate annual dollar amount of the payments made or to be made to you or on your behalf for purposes of providing you with the benefits set forth in Sections 3.3, 3.6 and 3.7 above and (b) any bonus (as described in Section 3.2) for any fiscal year which has ended prior to the fiscal year in which the termination of your employment occurs that has been earned, but not yet paid as of the termination of your employment (such sum, the “Cash Severance Amount”) and (ii) any outstanding unvested equity awards or equity-based awards that vest solely based on your continued employment will vest as though you remained employed through any period you are required to be employed in order for the awards to be fully vested and, less, in each case, all applicable withholding and other applicable taxes and deductions (the “Equity Vesting”); provided that (x) you execute and deliver to the Company, and do not revoke, a release of all claims against the Company substantially in the form attached hereto as Exhibit A (“Release”) and (y) you have not materially breached as of the date of such termination any provisions of this Agreement. The Company’s obligation to pay the Cash Severance Amount and provide the Equity Vesting shall be cancelled upon the occurrence of any material breach of any provisions of this Agreement. In the event such payment has already been made or vesting has occurred, you shall promptly repay to the Company such cash payment and the value as of the vesting date of equity awards and equity-based awards that so vested, as applicable. The Cash Severance Amount shall be paid in cash in a single lump sum and the Equity Vesting shall be provided, in each case, on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in Section 5(cthe Release) belowhas expired. Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company within 60 days of such termination of employment (or if such Release is revoked in accordance with its terms), the Cash Severance Amount shall not be paid and the Equity Vesting shall not be provided. Upon the termination of your employment hereunder for Cause or by your voluntary termination of your employment hereunder without Good Reason (iii) the Company elects or your termination of your employment as a result of your electing by written notice not to renew your employment at the end term of the Initial Term or an applicable Renewal Termthis Agreement), you shall be paidentitled only to the payment of (1) such installments of your Annual Base Salary that have been earned through the date of such expiration and/or termination and (2) any bonus (as described in Section 3.2) for any fiscal year which has ended prior to the fiscal year in which the termination of your employment occurs that has been earned but not yet paid as of the termination of your employment. Upon the termination of your employment hereunder by your death or Disability, you shall be entitled only to the payment of (1) such installments of your Annual Base Salary that have been earned through the date of such expiration and/or termination, (2) any bonus (as soon described in Section 3.2) for any fiscal year which has ended prior to the fiscal year in which your termination of employment occurs that has been earned but not yet paid as practicable but no later than sixty of the termination of your employment and (603) days as determined in the sole discretion of the Company and unless any applicable award agreement provides for more favorable terms, any outstanding unvested equity awards or equity-based awards shall vest on a pro-rata basis based on your last day of employment relative to the vesting period of the applicable award, and with respect to any performance-based awards subject to the determination of the applicable performance metrics.” 9. The first three sentences of Section 3.10(a) of the Letter Agreement shall be replaced in their entirety with the following: “If at any time during the Initial Term and any Renewal Term (1) there is a Change of Control (as defined below) and (2) your employment is terminated by the Company by non-renewal of this Agreement or without Cause or you voluntarily terminate your employment for Good Reason, in either case, within two years following the Termination DateChange of Control, then (i) all the Company shall pay you (a) an amount equal to three times the sum of (A) your then Annual Base Salary, (B) the average of the annual bonuses actually paid or payable to you with respect to the three completed fiscal years (beginning on May 1, 2016) preceding the date of your termination of employment (or such lesser number of completed fiscal years beginning on May 1, 2016 and ending on the date of your termination of employment) and (C) the aggregate annual dollar amount of the payments made or to be made to you or on your behalf for purposes of providing you with the benefits set forth in Sections 3.3, 3.6 and 3.7 above and (b) any bonus (as described in Section 3.2) for any fiscal year which has ended prior to the fiscal year in which your termination of employment occurs that has been earned but unpaid Base Salary through not yet paid as of the Termination Date; termination of your employment (such sum, the “CIC Cash Severance Amount”) and (ii) the Company will provide for the Equity Vesting less, in each case, all applicable withholding and other applicable taxes and deductions. The CIC Cash Severance Amount shall be paid to you in cash in a single lump sum within 30 days after the date your termination of employment and the Equity Vesting shall be provided immediately upon the termination of your employment.” 10. The first sentence of Section 4.1 of the Letter Agreement shall be replaced in its entirety with the following: “As consideration for the Company’s agreements hereunder (including the Company making you eligible for severance pursuant to Sections 3.9 and 3.10), you agree that during the Initial Term and any previously awarded Renewal Term and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through for a period of two years after the Termination Date (the “Termination Payments”). In either such eventtermination for any reason of your employment, you shall have no further obligation not, directly or liability indirectly, (a) employ or retain, or induce or cause any other person or entity to employ or retain, any person who is, or who at any time in the twelve-month period prior to such time had been, employed or retained by the Company or any of its subsidiaries or affiliates; or (b) provide services, whether as principal or as agent, officer, director, employee, consultant, shareholder, or otherwise, alone or in association with any other person, corporation or other entity, to any Competing Business (as defined below); provided, however, that you may provide services to a Competing Business (other than Xxxxxx.xxx, Inc. and its subsidiaries and affiliates and their respective successors (collectively, “Amazon”)) that is engaged in one or more businesses other than the Business Area (as defined below) but only to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean extent that you have:do not provide services, directly or indirectly, to the segment of such Competing Business that is engaged in the Business Area.”

Severance. In no way limiting the Company’s policy of employment at will: (a) In the event your If Employee’s employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due Employee with Good Reason prior to your Death or Disabilitythe Expiration Date (but not in connection with a Change of Control which is subject to Section 5(b)), or and provided that all of the following have occurred within 60 days following the termination of Employee’s employment with the Company: (i) Employee first signs and delivers to the Company elects not 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 (the date that all of the conditions set forth in (i), (ii) and (iii) above are met to renew your employment be referred to as the “Release Date”), Employee shall be entitled to receive: (i) Severance compensation equal to two-thirds of his annual Base Salary and Target Bonus in effect for the year in which the Termination Date occurs, payable in eight monthly installments equal to one-eighth of such severance compensation, subject to required withholding, payable at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end each of the Initial Term shall vest as next eight (8) full calendar months following the first full calendar month following the Release Date; (ii) Coverage at Company expense under the employee health insurance plan of the Termination Company for period of twenty-four months following the Release Date; , or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be if less, the maximum time period permitted to retain those stock options and/or restricted shares which have vested as of the Termination Dateunder COBRA. (b) In If within 3 months before or six months after a Change of Control Employee’s employment with the event you Company is terminated (i) voluntarily terminate your employment for any reason other than Constructive Termination by the Company without Cause, Cause or (ii) your employment is terminated by Employee for any reason, Employee shall be entitled to receive severance compensation equal to the Company for Cause greater of (as defined in Section 5(cA) below), or (iii) the Company elects not to renew your employment at the end two-thirds of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid sum of his annual Base Salary through and Target Bonus in effect for the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through year in which the Termination Date occurs or (B) two-thirds of the sum of his annual Base Salary and Target Bonus in effect for the year in which the Termination Date occurs, annualized over the period from the Termination Date until the Expiration Date, which shall be payable immediately upon such termination. “Termination Payments”). In either such event, you Change of Control” shall have no further obligation or liability the meaning given to such term in the Company in connection with 2010 Long-Term Incentive Plan of the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Company. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. Upon termination of the Employee's employment or expiration of the Employment Period the Employee shall be entitled to the following severance benefits: (aA) In the event your employment The Employee shall be promptly paid (1) any earned but unpaid salary through his date of termination, and (2) all accrued and unused vacation, if any, and shall be promptly reimbursed for any expenses incurred in connection with the Company is terminated either business of the Company, for which he would otherwise be entitled to reimbursement in accordance with Section 3(c)(vii) of this Agreement. (iB) The Employee shall receive any benefits that are payable under any benefit plans or programs based exclusively on account the terms and conditions set forth in such plans or programs, except to the extent expressly modified by this Agreement. (C) If the termination of your death or Disability (as defined in Section 5(e) below), (ii) the Employment Period occurs by the Company without Cause (as defined in pursuant to Section 5(c) belowor by the Employee for Good Reason pursuant to Section 5(f), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as followsCompany shall: (1) If termination is by continue to pay the Company without Cause or by you Employee an amount equal to his then current Salary, subject to Section 3(c)(viii)(F) below, for Constructive Termination without Cause or due to your Death or Disability, or a period eighteen (18) months after the Company elects not to renew your employment at the end of the Term, in the case date of such a terminationtermination (such applicable period, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or"Severance Period"); (2) If if the termination is due to Cause date occurs after January 1 of any year, but on or by you not as a result before the date of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as payment of the Termination Performance Bonus in respect of the Company's performance for the preceding fiscal year (the "Bonus Payment Date"), the Company shall pay to the Employee the full amount of the Performance Bonus based on the performance goals for such preceding fiscal year, in the amount and at the time set forth in Section 3(c)(ii), above; (3) if the termination date occurs after June 30 of any fiscal year, the Company shall pay to the Employee a prorated portion of the Performance Bonus, if any, to which the Employee would have been entitled based on the performance goals relating to the fiscal year in which such termination occurs, which Performance Bonus, if any, shall be (I) prorated based on the number of days in the fiscal year occurring prior to the date of termination divided by the actual number of days in such fiscal year and (II) otherwise calculated and paid following completion of such fiscal year in the amount, if any, and at the time set forth in Section 3(c)(ii), above, and (4) pay the Employee's applicable COBRA coverage premiums for the Employee and his dependents for the Severance Period. Sums paid to the Employee pursuant to this Section 3(c)(viii) are referred to herein as the "Severance Payment" and will be made minus applicable taxes and withholdings, and are contingent upon the Employee's executing (and not revoking such signature) a Release Agreement that is reasonable in content (including a mutual non-disparagement clause) and is in a form mutually agreeable to the parties. None of the Severance Payments shall be considered in calculating pension or related benefits, if any. (D) After termination of the Employee's employment, the Company shall have no severance or other obligations to the Employee as an employee other than those set forth in this Section 3(c)(viii), Section 5(a) and Section 5(b) or as required by applicable law. The Employee waives any rights to receive any other severance benefits from the Company under any severance plan or arrangement in existence prior to the Effective Date. (bE) The Employee shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain. (F) In the event you the Employee violates his obligations under the agreements referred to in Section 7 of this Agreement and does not cure such violation within ten (i10) voluntarily terminate your employment for business days after receipt by the Employee of written notice from the Company specifying such violation, in addition to any reason other than Constructive Termination without Causeremedies available to the Company, (iiany amounts due under Section 3(c)(viii)(C) your employment is terminated shall immediately cease to be payable by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Employee. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In If the event your employment with the Company Executive resigns for Good Reason, or is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term term hereof, or if the Company gives the Executive notice of its intention not to extend the Term, in accordance with Article II: (i) the Company shall cause the Executive's outstanding options which are not immediately exercisable to vest and become immediately exercisable and the restrictions on equity held by the Executive which are scheduled to lapse solely through the passage of time to lapse (such events collectively referred to as "Acceleration of Equity Rights") and Executive shall have twenty-four (24) months from the date of termination to exercise any vested options; and (ii) the Salary amount for purposes of the calculating Salary and Bonus for the Severance Amount shall be the greater of Executive's current Salary or Two Hundred Twenty Thousand Dollars ($220,000). On each Anniversary Date, the adjusted Salary for purposes of this paragraph shall be increased or decreased (but not below Two Hundred Twenty Thousand Dollars ($220,000)) by a percentage which is equal to the percentage increase or decrease, as applicable, in the "Consumer Price Index for All Urban Consumers" published by the United States Department of Labor's Bureau of Labor Statistics for the then most recently ended twelve (12) month period as of the date of such adjustment Once adjusted, such adjusted amount shall constitute Salary for purposes of this paragraph. In addition, the Company shall pay the Executive an amount (the "Severance Amount") equal to three (3) times the sum of (1) his Salary in the year of Termination Date; or or the immediately preceding year, whichever is greater and (2) If termination the Bonus Amount which shall be the greater of (A) the Executive's Bonus Amount in the year of termination; (B) in the immediately preceding calendar year, whichever is due to Cause greater; or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as (C) fifty percent (50%) of the Termination Date. (b) In the event you (i) voluntarily terminate your employment Salary amount used for any reason other than Constructive Termination without Causeseverance calculations, (ii) your employment whichever is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you greater. Such Severance Amount shall be paid, payable in cash as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you havefollows:

Severance. (aA) In the event your the Company terminates Employee’s employment pursuant to §6(A)(2) or §6(A)(4)(b), or Employee terminates his employment pursuant to§6(A)(3), and Employee provides the Company with a separate, written release (in a form provided by the Company and reasonably satisfactory to Employee and which shall comply with the requirements of the Older Workers Benefit Protection Act and applicable state and federal laws and regulations) which releases the Company from all claims arising from Employee’s employment with the Company is terminated either and the termination thereof, Employee shall receive: (i1) on account Termination Compensation equal to 24 months of your death or Disability his Base Salary payable ratably over a 24 month period (as defined in Section 5(e) belowthe "Severance Period"), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid such payments will commence as soon as administratively practicable but not later than sixty after the effective date of the release in (60a) days following above and will be paid in accordance with the Company's general policies and procedures for payment of salaries to its executive personnel and subject to all applicable tax withholding requirements to which the Company is subject. (2) A Termination Date, Bonus equal to 2 times the lesser target payment under the Bonus Plan for the calendar year in which Employee's termination occurs and payable at the time and in the form specified under the terms of the Bonus Plan. (13) If the date upon which Employee is terminated (the "Date of Termination") is within twelve (12) months after a Change in Control, and provided that Employee either elects to have that Policy described in Employee Split Dollar Agreement assigned to Employee as specified in Section IX of your Base Salary the Split Dollar Agreement or Employee consents to the termination of Employee's rights under the Split Dollar Agreement, Employee will receive a payment (2the “Split Dollar Payment”) in one lump-sum, payable as soon as administratively practicable after the Base Salary payments remaining Date of Termination and otherwise in accordance with the terms of the Split Dollar Agreement, equal to the present value of the death benefit Employee would have received under the Split Dollar Agreement, determined as if Employee last day of work was Employee's Date of Termination, were then eligible to receive a retirement benefit under the early, normal, late, or disability retirement provisions of First Financial Bancorp Employees’ Pension Plan (whether or not this is actually the case), and died at age 75 when the Split Dollar Agreement was still in effect. For purposes of this Section 5, present value will be determined using a discount rate based upon the effective U.S. Treasury securities rate for the applicable discount period (the number reached by subtracting Employee age at Date of Termination from 75), not to exceed 10 years. Notwithstanding the prior two sentences, if Employee elects to receive an assignment of the policy under Section IX of the Split Dollar Agreement, the Split Dollar Payment shall be applied to the cash payment to the Company required under Section IX of the Split Dollar Agreement, and any portion of the Split Dollar Payment in excess of the amount required under Section IX shall be paid to Employee. The provisions of this Paragraph will apply whether or not Employee Split Dollar Agreement is terminated before Employee receives the Split Dollar Payment; (4) This Agreement is intended to comply with Section 409A of the Internal Revenue Code and shall be considered and interpreted in accordance with such intent. Notwithstanding any other provision of this Agreement and Employee is a "specific employee" as defined by Internal Revenue Code Section 409A(a)(2)(B)(i), Employee's Termination Compensation, Termination Bonus any Additional Bonuses and any Split Dollar Payment (collectively the "Severance Benefits") under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also will be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1a) If termination any portion of Employee’s Severance Benefits that would otherwise be payable during the first six months following the Date of Termination will instead be paid in a lump sum as soon as administratively practicable after six months have elapsed following Employee's Date of Termination (the "Six-Month Anniversary"), and (b) the remainder of Employee's Severance Benefits will be paid in the Severance Period as otherwise provided in this Agreement, beginning as soon as administratively practicable after the Six-Month Anniversary. (B) Provided Employee elects COBRA coverage, the Company shall pay the premiums for the first twelve months of coverage. Thereafter Employee will be responsible for paying COBRA premiums. Employee is responsible for his premium contribution. (C) Employee shall be entitled to full executive outplacement assistance with an agency selected by the Company without Cause or with the fee paid by you for Constructive Termination without Cause or due the Company in an amount not to your Death or Disabilityexceed five percent (5%) of Employee's Base Salary. (D) To the extent any of the expenses reimbursed to Employee under this Agreement are taxable to Employee, or to the extent that this Agreement provides for any direct payment by the Company elects to a third party where such payment is for a taxable benefit for the Employee, the following conditions apply: (i) Employee represents that his tax year is the calendar year and shall continue to be the calendar year until all reimbursements under this Agreement are made; (ii) the amount of expenses eligible for reimbursement during any one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year; (iii) Employee shall present Company with invoices and/or other supporting documentation related to renew your employment at such expenses that are reasonably acceptable to Company and that are provided no later than six months after the end of the Term, calendar year in which they are incurred; (iv) reimbursements shall be made as soon as administratively feasible following the case receipt of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at documentation but in no event later than the end of the Initial Term shall vest as of calendar year following the Termination Datecalendar year in which the expense is incurred; orand (v) this right to reimbursement is not subject to liquidation or exchange for another benefit. These conditions also apply to any direct payments made by the Company to a third party where such payment is for a taxable benefit received by the Employee. (2E) If termination is due Except as expressly provided in §7(A)-(D), above, Employee shall have no right to Cause receive any compensation or by you not other benefits under this Agreement as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance termination of this agreement (except his employment with the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Company or for any period after such termination. (cF) For Notwithstanding any other provision of this Agreement to the purposes contrary, the obligation of the Company to pay Severance Benefits otherwise payable following termination of Employee’s employment with the Company shall automatically and immediately terminate upon the breach by Employee of any of Employee’s duties or obligations under this Agreement, including without limitation those under §5. (G) Notwithstanding anything in this Section 7 or any other provision in this Agreement to the contrary, as long as the Company is a participant in the Trouble Assets Relief Program (“CauseTARP”), during such time as the U. S. Treasury Department (“Treasury”) holds an equity or debt position in the Company, Employee agrees to modify the terms of this Agreement to comply with any executive compensation requirements of such Program, including (i) an agreement to relinquish to the Company any bonus or incentive compensation paid that is based on statements of earnings, gains, or other criteria that are later proven to be materially inaccurate; and (ii) a reduction, if necessary, in any compensation so as not to receive any “golden parachute” shall mean that you have:payments (based on the applicable Code provision). Executive also agrees to waive any claims he may have against the Company or Treasury as a result of any amendments to this Agreement required by TARP.

Severance. (a) In Notwithstanding anything to the contrary contained in --------- this Agreement, in the event your there has been no Change in Control and the Employee's employment with by the Company is terminated either for any reason other than (ix) on account of your for Cause or (y) upon the Employee's death or Disability (as defined in Section 5(e) below), (iiz) by the Employee without Good Reason, the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal pay to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in Employee an amount equal to the sum of (i) the Employee's annual base salary as in effect immediately prior year’s bonusto the termination and (ii) the average of the amounts paid as an annual bonus to the Employee with respect to the last three (3) fiscal years immediately preceding the termination. In the event of termination of the Executive pursuant to this provision, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement the Employee shall vest as follows: continue to receive continued coverage for one (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disabilityyear any then existing health, or the Company elects not to renew your employment at the end of the Termmedical, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) and disability insurance. In the event you that the terms of the above- referenced plans do not permit the continuation of Employee thereunder after termination of employment, the Company shall pay to the Employee amounts reasonably calculated to permit the Employee to obtain similar coverage outside of such plans. The severance payment provided for in this Section 14 (i) voluntarily terminate your employment for shall not apply in the event the Employee receives any reason other than Constructive Termination without Causepayment pursuant to Section 5 hereof, (ii) your employment is terminated shall be paid by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) notwithstanding any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes termination of this Agreement, “Cause” (iii) shall mean not be subject to the provisions of Section 5, including the Gross-Up Payment and the reduction in amount based upon obtaining other employment during the Mitigation Period, and (iv) shall be paid in lieu of any further salary payments or severance benefits to the Employee for periods subsequent to termination of employment with the Company." 3. The parties hereby ratify and confirm that you have:they continue to be bound by the terms and provisions of the Original Agreement which, except as expressly modified hereby, shall continue in full force and effect. 4. Any term used herein and not defined shall have the meaning ascribed to such term in the Original Agreement whether or not a Change in Control (which may be referenced in such definition) has occurred.

Severance. (A) In the event that (a) your employment terminates prior to the expiration of the Employment Period or (b) after the expiration of the Employment Period, if your employment continues as provided in Section 1, either you give notice of termination of employment to the Company or the Company gives you notice of termination of employment other than for cause (as defined above) or disability, and provided that (i) within thirty (30) days prior to the expiration of the Employment Period Nabi had not offered to renew this Agreement on terms no less favorable to you than the terms then in effect, and (ii) within ninety (90) days following the expiration of the Employment Period Nabi has not tendered to you a new employment agreement executed on behalf of Nabi and containing such no less favorable terms, you shall receive the benefits set forth in Sections 8B, 8C and 8D. In the event your employment with terminates pursuant to Section 7B (a), or as a result of your death, you shall receive the Company is terminated either benefit set forth in Section 8D. Notwithstanding the foregoing provisions of this Section 8A, in the event your employment terminates under circumstances that entitle you to receive compensation and other benefits pursuant to the September 1, 2005 Change of Control Severance Agreement between you and Nabi (the “Change of Control Severance Agreement”), you shall not receive the benefits set forth in Sections 8B, 8C and 8D. (B) Based on the effective date of such termination and subject to the following provisions of this Section 8(B), Nabi will pay you severance pay as defined in (i) on account of your death or Disability (as defined in Section 5(e) below), and (ii) by below (“Severance Pay”) and maintain in effect such fringe benefits (including but not limited to medical and dental insurance, auto allowance, SERP contribution, disability and life insurance, financial planning services and reasonable social dues at a single club) are accorded to other similarly situated employees (to the Company without Cause (as defined in Section 5(cextent allowed under, and subject to the limitations of, applicable plans) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): for the following periods: (i) You if at the date of termination you shall have been employed by Nabi for less than twelve months, you shall receive Severance Pay equal to your monthly base salary as in effect at the Termination Payments time of such termination and benefit continuation for nine (as defined in Section 5(b9) below); months and (ii) You if at the date of termination you shall also have been employed by Nabi for twelve months or more, you shall receive Severance Pay will be paid a lump sum by equal to your monthly base salary as in effect at the Company, which time of such termination and benefit continuation for eighteen (18) months. Severance Pay shall be paid as soon as practicable but not later than sixty made in equal bi-weekly installments. Xxxxxx Agreement April 29, 2006 (60C) days following The Company shall pay for executive outplacement services up to $18,000.00 by an organization selected by Nabi. (D) Provided that at the Termination Datedate your employment terminates you shall have been employed by Nabi for a period of at least twelve months, equal to the lesser all of your non-vested stock options, restricted stock or similar incentive equity instruments (1“Options”) shall immediately vest. All such “Options” shall be exercisable for twelve (12) months of past your Base Salary or (2) the Base Salary payments remaining under this Agreement (the termination date, except that no “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which Options” shall be paid as soon as practicable but not later than sixty (60) days following such Termination Dateexercisable beyond the original “Option” expiration date. To the extent the terms of any “Options” are inconsistent with this Agreement, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) terms of this Agreement shall vest as follows:control. (1E) If termination is by the Company without Cause All payments or by benefits to you for Constructive Termination without Cause under this Section 8 (other than payments or benefits already accrued and otherwise due to your Death under Nabi’s employee benefit plans or Disabilityprograms, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Causeyour death) will not be given unless you execute (and do not rescind) a written employment termination agreement in a form prescribed by Nabi, then you shall only be permitted containing terms consistent with this Agreement as well as a general release of all claims against Nabi and related parties with respect to retain those stock options and/or restricted shares which have vested as all matters occurring prior to or on the date of the Termination Daterelease, including (but not limited to) employment matters or matters in connection with your termination. (bF) In It is the event intent of you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by and Nabi that the Company for Cause (as defined in provisions of this Section 5(c) below), or (iii) 8 and all amounts payable to you hereunder meet the Company elects not to renew your employment at the end requirements of Section 409A of the Initial Term or an Internal Revenue Code of 1986, as amended, to the extent applicable Renewal Termto this Agreement and such payments. Recognizing such intent and the lack of guidance currently available under Section 409A, you shall and Nabi agree to cooperate in good faith in preparing and executing, at such time as sufficient guidance is available under Section 409A and from time to time thereafter, such amendments to this Section 8 as may reasonably be paid, as soon as practicable but no later than sixty (60) days following necessary solely for the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance purpose of assuring that this agreement (except the continuing obligations specified in Sections 7, Section 8 and 10 all amounts payable to you hereunder meet the requirements of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:Section 409A.

Severance. Upon termination of the Employee’s employment or expiration of the Employment Period the Employee shall be entitled to the following severance benefits: (aA) In the event your employment The Employee shall be promptly paid (1) any earned but unpaid salary through his date of termination, and (2) all accrued and unused vacation, if any, and shall be promptly reimbursed for any expenses incurred in connection with the Company is terminated either business of the Company, for which he would otherwise be entitled to reimbursement in accordance with Section 3(c)(vii) of this Agreement. (iB) The Employee shall receive any benefits that are payable under any benefit plans or programs based exclusively on account the terms and conditions set forth in such plans or programs, except to the extent expressly modified by this Agreement. (C) If the termination of your death or Disability (as defined in Section 5(e) below)the Employment Period occurs by reason of the Employee’s death, (ii) by the Company without Cause (as defined in pursuant to Section 5(c)) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments Employee’s disability (as defined in Section 5(b)) belowor the Company’s non-extension of the Agreement (pursuant to Section 1(c); (ii) You shall also be paid a lump sum ), or by the CompanyEmployee for Good Reason pursuant to Section 5(f), which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of Company shall: (1) twelve continue to pay the Employee an amount equal to his then current Salary, subject to Section 3(c)(viii)(F) below, for a period eighteen (1218) months after the date of your Base Salary or such termination (2) the Base Salary payments remaining under this Agreement (such applicable period, the “Post Termination Salary PaymentSeverance Period”); (iii2) You if the termination date occurs after January 1 of any year, but on or before the date of payment of the Performance Bonus in respect of the Company’s performance for the preceding fiscal year (the “Bonus Payment Date”), the Company shall also be paid a pro-rated annual bonuspay to the Employee the full amount of the Performance Bonus based on the performance goals for such preceding fiscal year, in a lump sum by the Companyamount and at the time set forth in Section 3(c)(ii), which above; (3) if the termination date occurs after June 30 of any fiscal year, the Company shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal pay to the prior year’s bonusEmployee a prorated portion of the Performance Bonus, if any, pro-rated; to which the Employee would have been entitled based on the performance goals relating to the fiscal year in which such termination occurs, which Performance Bonus, if any, shall be (I) prorated based on the number of days in the fiscal year occurring prior to the date of termination divided by the actual number of days in such fiscal year and (II) otherwise calculated and paid following completion of such fiscal year in the amount, if any, and at the time set forth in Section 3(c)(ii), above, and (iv4) The Initial Option pay the Employee’s applicable COBRA coverage premiums for the Employee and any stock options and/or restricted stock previously granted under Sections 3(chis dependents for the Severance Period. Sums paid to the Employee pursuant to this Section 3(c)(viii) are referred to herein as the “Severance Payment” and 3(d) of this Agreement shall vest as follows: will be made minus applicable taxes and withholdings, and are contingent upon the Employee’s (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Termor, in the case of the Employee’s death, the Employee’s legal representative’s) executing (and not revoking such signature) a termination, all unvested stock options and/or restricted stock granted Release Agreement that is reasonable in content (including a mutual non-disparagement clause) and is in a form mutually agreeable to you that are scheduled to vest during or at the end parties. None of the Initial Term Severance Payments shall vest as be considered in calculating pension or related benefits, if any. (D) After termination of the Termination Date; or (2Employee’s employment, the Company shall have no severance or other obligations to the Employee as an employee other than those set forth in this Section 3(c)(viii), Section 5(a) If termination is due and Section 5(b) or as required by applicable law. The Employee waives any rights to Cause receive any other severance benefits from the Company under any severance plan or by you not as a result of Constructive Termination without Cause, then you shall only be permitted arrangement in existence prior to retain those stock options and/or restricted shares which have vested as of the Termination Effective Date. (bE) The Employee shall be under no obligation to seek other employment and there shall be no offset against any amounts due the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that the Employee may obtain. (F) In the event you the Employee violates his obligations under the agreements referred to in Section 7 of this Agreement and does not cure such violation within ten (i10) voluntarily terminate your employment for business days after receipt by the Employee of written notice from the Company specifying such violation, in addition to any reason other than Constructive Termination without Causeremedies available to the Company, (iiany amounts due under Section 3(c)(viii)(C) your employment is terminated shall immediately cease to be payable by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Employee. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In Subject to Employee's execution of a Release of Claims pursuant to Section 6 of this Agreement, if, during the event your employment with Term, the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)terminates Employee's employment without Cause, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid pay Employee a lump sum by amount equal to twelve (12) months of Employee's Base Salary at the Companyaverage rate in effect over the term of this agreement (the "Severance Payment"). If Employee becomes entitled to the Severance Payment, which the Company shall be paid pay the Severance Payment to Employee as soon as administratively practicable following the date on which the Release of Claims (described in Section 6 of this Agreement) becomes effective and irrevocable, but not in no event later than sixty sixty-five (6065) days following the date on which Employee's Termination Date, equal of Employment occurs. In addition to the lesser Severance Payment, if Employee is enrolled in the Company's medical insurance plan on the date of termination and provided that Employee is entitled to continue such participation under applicable law and plan terms, the Company shall reimburse the cost of Employee's and his eligible dependents' participation in such plan pursuant to any rights he (or his dependents) may have under COBRA (the "COBRA Reimbursements") until the earlier of (1a) twelve (12) months from the date of your Base Salary Employee's Termination of Employment; or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment date Employee becomes eligible for similar benefits from a subsequent employer. Notwithstanding any reason other than Constructive Termination without Causeprovision in this Agreement to the contrary, (ii) your employment is terminated by the Company for Cause if, as of Employee's "separation from service" (as defined in Section 5(c) below409A), Employee is a "specified employee" (within the meaning of Section 409A) and if any payment, reimbursement and/or in-kind benefit that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by Employee's separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable, all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (iiiwithin the meaning of Section 409A) to Employee shall not be paid or provided to Employee during the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Termsix-month period following Employee's separation from service, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, and (i) all earned but unpaid Base Salary through such postponed payment and/or reimbursement/in-kind amounts shall be paid to Employee in a lump sum within thirty (30) days after the Termination Datedate that is six (6) months following Employee's separation from service; and (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through amounts payable to Employee after the Termination Date (the “Termination Payments”). In either expiration of such event, you six-month period shall have no further obligation or liability continue to the Company be paid to Employee in connection accordance with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 terms of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your employment with the Company is terminated either Except in situations where (i) on account the employment of your death Executive is terminated For Cause, By Death or By Disability (each as defined in Section 5(e4 below) below), or (ii) by the Company without Cause Executive terminates his employment (other than for Good Reason (as defined in Section 5(c) below)), in the event that (A) the Company terminates the employment of Executive at any time prior to the end of the Term or (iiiB) by you due Executive terminates his employment for Good Reason at any time prior to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in then (I) Executive will be eligible to receive an amount equal to (y) that portion of the case of then-current Base Salary that would be payable to Executive from such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at termination date through the end of the Initial Term shall vest as Term, plus (z) that percentage of the Termination Date; or Target Bonus that would be payable to Executive from such termination date through the end of the Term assuming Executive would receive the applicable percentage of the Target Bonus, on an annual basis, equal to the average percentage of the Target Bonus actually paid to Executive during the Term, in each case payable in cash and in accordance with the Company’s payroll practices for the remainder of the Term, and (2II) If termination vesting for all then outstanding incentive awards (including, without limitation, stock options and restricted stock awards) issued by the Company to Executive shall fully accelerate such that such incentive awards shall become fully vested. For purposes of clarity, the Company shall pay to Executive the cash value of any portion of the bonus payable under Section 3(b)(II) that the Company would issue in the form of equity. Executive’s eligibility for the benefits described above in Section 3(b)(I) and (b)(II) (the “Severance Benefits”) is due conditioned on ​ Executive having first signed a release agreement in the form attached as Exhibit A. Executive shall not be entitled to Cause or by you not as a result of Constructive Termination without the Severance Benefits if Executive’s employment is terminated For Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your By Death or By Disability or if Executive’s employment is terminated by the Company Executive (other than for Cause (as defined in Section 5(c) belowGood Reason), or (iii) upon the Company elects not to renew your employment at the end expiration of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, Executive shall have “CauseGood Reason” shall mean to terminate his employment and receive the Severance Benefits if one or more of the following occurs: (A) the Company reduces Executive’s Base Salary below Three Hundred Seventy-One Thousand Five Hundred Twenty Dollars ($371,520) per year; (B) the Company reduces Executive’s Target Bonus below Two Hundred Twenty-Seven Thousand Four Hundred Dollars ($227,400) per year (reflecting the cash and equity components); (C) the Company requires Executive to regularly work in an office; (D) a material diminution in Executive’s authority, responsibilities or duties as Executive Chairman of the Board; or (E) a change in the reporting structure so that you have:Executive does not report solely and directly to the Boards.

Severance. (a) In the event your employment with the Company is terminated either If (i) on account the Employer terminates the employment of your the Employee against his will and without Cause, or (ii) the Employee terminates his employment for Good Reason (excluding death or Disability (as defined in Section 5(e) belowDisability), (iix) by during the Company without Cause first eighteen (as defined in Section 5(c18) below)months of the term of this Agreement, or (iii) by you due the Employee shall be entitled to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive salary and vacation accrued through the Termination Payments (as defined Date plus one year's salary payable in Section 5(b) below); (ii) You shall also be paid a lump one lump-sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following at the Termination Date, equal to or (y) following the lesser of first eighteen (1) twelve (1218) months of your Base Salary or (2) the Base Salary payments remaining under term of this Agreement (Agreement, the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which Employee shall be paid as soon as practicable but not later than sixty (60) days following such entitled to receive salary and vacation accrued through the Termination Date, Date plus six month's salary payable in an amount equal to the prior year’s bonus, if any, proone lump-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment sum at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due . Notwithstanding the foregoing, the Employer shall not be required to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of pay any severance pay for any period following the Termination DateDate if the Employer violates the provisions of Section 8, Section 9 or Section 10 of this Agreement. In such event, the Employer shall provide written notice to the Employee detailing such violation. (b) In the event you If (i) the Employee voluntarily terminate your terminates his employment for any reason other than Constructive Termination without Causefor Good Reason, (ii) your the Employee's employment is terminated by the Company for Cause (as defined in Section 5(c) below)due to death or Disability, or (iii) the Company elects not to renew your employment at Employee is terminated by the end of Employer for Cause, then the Initial Term or an applicable Renewal Term, you Employee shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded entitled to receive salary and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you accrued vacation through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)only. (c) For In addition to the purposes provisions of Section 13(a) and 13(b) hereof, to the extent COBRA shall be applicable to the Employer or as provided by law, the Employee shall be entitled to continuation of group health plan benefits for a period of one (1) year following the Termination Date if the Employee makes the appropriate conversion and payments. (d) The Employee acknowledges that, upon termination of his employment, he is entitled to no other compensation, severance or other benefits other than those specifically set forth in this Agreement or the Stock Option Agreement, “Cause” shall mean that you have:.

Severance. (a) In the event your employment with the Company The Executive is an employee "at will" and may be terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company Employer at any time with or without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Datecause. (b) In If the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment Executive is terminated by the Company Employer without cause or leaves voluntarily for Cause "good reason" (as defined below) at any time during the term hereof or in Section 5(c) belowthe event that, while the Executive is employed by the Employer, the Employer is sold, whether through merger, sale of substantially all of its assets, stock transfer or otherwise, during the two year term of this Agreement (an "HPR Divestiture"), or the Executive shall receive from the Employer a severance payment equal to one-half the annual Base Salary then in effect within ten (iii10) the Company elects not to renew your employment at the end days of the Initial Term date of his termination minus such deductions as may be required by law or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following reasonably requested by the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date Executive (the “Termination Payments”"Severance Payment"). In either such event; provided, you however, that the Employer shall have no further obligation or liability to make -------- ------- the Severance Payment to the Company in connection with Executive if, as a result of the performance HPR Divestiture, the Executive becomes an employee of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 purchaser of this Agreement)the Employer. (c) For the purposes of this Agreement, “Cause” "cause" shall mean that you have:any of the following: (i) gross negligence or willful misconduct in the performance of the Executive's duties hereunder; (ii) conviction of any felony, or any misdemeanor involving dishonesty, fraud, or moral turpitude; (iii) physical or mental incapacity for a period of five (5) consecutive months (such period of incapacity shall be deemed to be continuously consecutive unless Executive has returned to work on a full-time basis for eight (8) consecutive weeks); (iv) the occurrence of any wrongful and intentional act or omission by Executive which has a material adverse impact on the business, properties, results of operations, condition (financial or otherwise) or prospects of the Employer; or (v) the failure of the Executive, for any reason, to devote his full time and efforts in a diligent manner to the performance of his duties and responsibilities hereunder.

Severance. In the event that this Agreement is terminated by the Employee for Employee Cause, then the Employer shall pay Employee the following: (a) In A severance bonus from the event your employment with general funds of the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below)Employer, (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below):consisting of: (i) You shall receive The present value of the Termination Payments (as defined Employee's salary, less amounts the Employee would have paid for under the benefits set forth in Section 5(b8 hereof for the greater of the unexpired term of this Agreement or two (2) below)years; (ii) You shall also be paid At the Employee's election, either the payment of the present value as a lump sum by sum, or payment in any form and manner provided for in the CompanyEmployer's or DCI's retirement plan, of the pension benefits which shall be paid as soon as practicable but not later than sixty (60) days following the Termination DateEmployee would have received at the end of the term hereof, equal to calculated on the lesser assumptions of (1) twelve (12) months full vesting and compensation for the unexpired portion of your Base Salary or (2) the Base Salary payments remaining under this Agreement (term hereof at the “Post Termination Salary Payment”)rate in effect at the time of termination; (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by The present value of payments the Company, which Employer or DCI would have made during the unexpired portion of the term hereof to any ESOP and Thrift Plan for the Employee; and The severance bonus due under this paragraph 11(a) shall be paid as soon as practicable but not later than sixty to the Employee in a single lump sum within thirty (6030) days following after the termination of the Employee; (b) The Employee's then-effective Base Salary for a period of six (6) months or until such Termination Datesooner time as Employee obtains new employment, in an amount equal to be paid to the prior year’s bonus, if any, pro-ratedEmployee on the dates when such salary would have been payable had such employment not been terminated; and (ivc) The Initial Option and In addition to any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) COBRA rights, reasonable expenses pursuant to paragraph 8 of this Agreement shall vest as follows: (1) If termination is by for health and life insurance in the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment amounts and coverages existing at the end time of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, a period of the longer of six months or the remainder of the calendar year in which Employer terminates this Agreement or (ii) your employment is terminated by until such sooner time as Employee obtains new coverage in the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end course of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)new employment. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (A) In the event that (a) your employment terminates pursuant to Section 7C or (b) after the expiration of the Employment Period, if your employment continues as provided in Section 1, either you give notice of termination of employment to the Company or the Company gives you notice of termination of employment other than for cause (as defined above) or disability, and provided that (i) within thirty (30) days prior to the expiration of the Employment Period Nabi had not offered to renew this Agreement on terms no less favorable to you than the terms then in effect, and (ii) within ninety (90) days following the expiration of the Employment Period Nabi has not tendered to you a new employment agreement executed on behalf of Nabi and containing such no less favorable terms, you shall receive the benefits set forth in Sections 8B, 8C and 8D. In the event your employment with terminates pursuant to Section 7B (a), or as a result of your death, you shall receive the Company is terminated either benefit set forth in Section 8D. Notwithstanding the foregoing provisions of this Section 8A, in the event your employment terminates under circumstances that entitle you to receive compensation and other benefits pursuant to the September 1, 2005 Change of Control Severance Agreement between you and Nabi (the “Change of Control Severance Agreement”), you shall not receive the benefits set forth in Section 8B, 8C and 8D. (B) Based on the effective date of such termination and subject to the following provisions of this Section 8(B), Nabi will pay you severance pay as defined in (i) on account of your death or Disability (as defined in Section 5(e) below), and (ii) by below (“Severance Pay”) and maintain in effect such fringe benefits as are accorded to other similarly situated employees (to the Company without Cause (as defined in Section 5(cextent allowed under, and subject to the limitations of, applicable plans) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): for the following periods: (i) You if at the date of termination you shall have been employed by Nabi for less than twelve months, you shall receive Severance Pay equal to your monthly base salary as in effect at the Termination Payments time of such termination and benefit continuation for nine (as defined in Section 5(b9) below); months and (ii) You if at the date of termination you shall also be paid a lump sum have been employed by the CompanyNabi for twelve months or more, which you shall receive Severance Pay equal to your monthly base salary and benefit continuation for eighteen months. Severance Pay shall be paid as soon as practicable but not later than sixty made in equal bi-weekly installments. (60C) days following The Company shall pay for executive outplacement services up to $18,000 by an organization selected by Nabi in its sole discretion. (D) Provided that at the Termination Datedate your employment terminates you shall have been employed by Nabi for a period of at least twelve months, equal to the lesser all of your non-vested stock options, restricted stock or similar incentive equity instruments (1“Options”) shall immediately vest. All such “Options” shall be exercisable for twelve (12) months of past your Base Salary or (2) the Base Salary payments remaining under this Agreement (the termination date, except that no “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which Options” shall be paid as soon as practicable but not later than sixty (60) days following such Termination Dateexercisable beyond the original “Option” expiration date. To the extent the terms of any “Options” are inconsistent with this Agreement, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) terms of this Agreement shall vest as follows:control. (1E) If termination is by the Company without Cause All payments or by benefits to you for Constructive Termination without Cause under this Section 8 (other than payments or benefits already accrued and otherwise due to your Death under Nabi’s employee benefit plans or Disabilityprograms, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Causeyour death) will not be given unless you execute (and do not rescind) a written employment termination agreement in a form prescribed by Nabi, then you shall only be permitted containing terms consistent with this Agreement as well as a general release of all claims against Nabi and related parties with respect to retain those stock options and/or restricted shares which have vested as all matters occurring prior to or on the date of the Termination Daterelease, including (but not limited to) employment matters or matters in connection with your termination. (bF) In It is the event intent of you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by and Nabi that the Company for Cause (as defined in provisions of this Section 5(c) below), or (iii) 8 and all amounts payable to you hereunder meet the Company elects not to renew your employment at the end requirements of Section 409A of the Initial Term or an Internal Revenue Code of 1986, as amended, to the extent applicable Renewal Termto this Agreement and such payments. Recognizing such intent and the lack of guidance currently available under Section 409A, you shall and Nabi agree to cooperate in good faith in preparing and executing, at such time as sufficient guidance is available under Section 409A and from time to time thereafter, such amendments to this Section 8 as may reasonably be paid, as soon as practicable but no later than sixty (60) days following necessary solely for the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance purpose of assuring that this agreement (except the continuing obligations specified in Sections 7, Section 8 and 10 all amounts payable to you hereunder meet the requirements of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:Section 409A.

Severance. In addition to all other amounts due hereunder, if Employer terminates, or is deemed to have terminated, Employee's employment other than for Cause pursuant to Section 4(b) or (a) In the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) belowc), or this Agreement expires and is not renewed by Employer, then Employer shall continue to pay to Employee, as severance, at his rate of Base Salary over the twenty-four (iii24) by you due month period following the date of such termination or expiration, or for the remaining term of this Agreement, whichever is longer; provided that if such termination, deemed termination or expiration occurs upon or after a Change in Control, then Employer shall instead pay to Constructive Termination without Cause Employee, as severance, an m amount equal to two and ninety-nine one-hundredths (as defined 2.99) times his Base Salary, which severance amount shall payable in equal installments over the aforesaid twenty-four (24) month period, in respect of which Employer shall, immediately upon such event, deposit a sum sufficient to discharge such installment payment obligation into a "rabbi trust" providing for the payment of such installments to Employee subject to the provisions of Section 5(d6(b) below): (i) You shall receive provided that if a further Change in Control occurs after such termination, deemed termination or expiration, Employee shall, upon the Termination Payments (as defined in Section 5(b) below); (ii) You shall also occurrence thereof, be paid a entitled to an immediate lump sum payment of all installment amounts not theretofore received, with any shortfall in the amounts then remaining in the "rabbi trust" from the total accelerated installment payments then due Employee being paid by Employer), except that in the Companycase of a termination, which deemed termination or expiration occurring following a Hostile Change in Control, such severance amount shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, Employee in a lump sum by immediately upon the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case occurrence of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Dateevent . (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your Employee’s employment with by the Company is terminated either (i) on account by Employee with Good Reason, in connection with or within 12 months following the consummation of your death or Disability a Change in Control (as defined in Section 5(e) belowthe Amended and Restated Oakley, Inc. Officer Severance Plan, effective June 3, 2004 (“Severance Plan”)), (ii) and such termination occurs prior to the certification of the Performance Goals by the Administrator, the target Performance Units granted hereunder shall become immediately vested. If such termination occurs following certification of the Performance Goals by the Administrator, any remaining shares subject to vesting pursuant to Section 1.3 shall become immediately vested. In the event Employee’s employment by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company other than for Cause Cause, death or Disability (as defined in Section 5(c) belowEmployee’s incapacity due to physical or mental illness), or (iii) and such termination occurs prior to the Company elects not to renew your employment at the end certification of the Initial Term or an applicable Renewal TermPerformance Goals by the Administrator, you the target Performance Units granted hereunder shall be paidtreated in the manner set forth for shares of deferred stock in the Severance Plan, as soon amended from time to time. If such termination occurs following certification of the Performance Goals by the Administrator, any remaining shares subject to vesting pursuant to Section 1.3 shall be treated in the manner set forth for shares of deferred stock in the Severance Plan, as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability amended from time to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)time. (c) 1.4.1. For the purposes of this Agreement, “Cause” shall mean (1) the willful and continued failure by Employee to substantially perform his duties with the Company (other than by reason of the Employee’s physical or mental incapacity) after written notice of such failure is given to Employee by the Company), (2) the willful engaging by Employee in misconduct with regard to the Company or in the performance of his duties (including, but not limited to a material violation of any material policies or procedures of the Company) that you have:is demonstrably and materially injurious to the Company, monetarily or otherwise, (3) Employee’s conviction of, or entry of a plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude, (4) the commission by Employee of any act of theft, embezzlement or fraud in connection with his employment with the Company, (5) Employee’s material breach of any of the material terms of this Agreement or any other material agreement that he now has or later has with the Company and/or any of its subsidiaries or affiliates, which breach is not cured within 15 days after the giving of written notice thereof or is not capable of cure, and (6) Employee’s knowing appropriation (or attempted appropriation) of a material business opportunity of the Company, including attempting to secure or securing from anyone other than the Company any personal profit without the Company’s consent in connection with any transaction entered into on behalf of the Company.

Severance. (a) In the event your that prior to expiration of the Employment Period (i) Executive is discharged without "good cause," (ii) Executive is assigned to perform services and duties inconsistent with the provisions of Section 2 hereof and Executive terminates employment with the Company is terminated either as a result thereof, or (iii) there are "other material changes" relating to Executive's employment (each of the events set forth in (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or and (iii) by you due above referred to Constructive Termination without Cause as a "Triggering Event") and Executive terminates employment with the Company as a result thereof, the Company shall pay the following amounts to the Executive within thirty (as defined in Section 5(d30) below): days after the Triggering Event, subject to all applicable withholding taxes: (i) You shall receive an amount equal to one year's salary (at the Termination Payments rate prevailing immediately prior to the Triggering Event) (as defined in Section 5(bthe "Salary Payment") below); and (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the bonus payment Executive received under the Company's Incentive Plan for the immediately preceding year (the "Bonus Payment"). Upon payment of the Salary Payment such salary shall end and cease to be payable. In addition, for a one-year period following the Triggering Event, Executive shall be eligible to participate in the employee benefits plans referred to in Subsections 3(b) (iii) and (iv) as if he were still employed by the Company, to the extent and at the level of Executive's participation thereunder immediately prior year’s bonusto the Triggering Event. All Company contributions or payments under any such employee benefits plans shall be subject to Executive's fulfillment of his contribution requirements thereunder, and Company provision of the benefits listed in Subsections 3(b) (iii) and (iv) shall cease if Executive obtains such coverage, if any, profrom another employer during such one-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) year period after termination of this Agreement shall vest as follows: (1) Executive's employment with the Company. If termination there is by a "change in control" of the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or and Executive terminates employment with the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result thereof, Executive will be entitled to such payments and benefits as he would have been entitled upon the occurrence of Constructive Termination without Causea Triggering Event; provided, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as however, that in lieu of the Termination Date. (b) In Salary Payment, Executive shall receive an amount equal to twice the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without CauseSalary Payment, (ii) your employment is terminated by the Company for Cause (as defined and in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end lieu of the Initial Term or Bonus Payment, Executive shall receive an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following amount equal to twice the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Bonus Payment. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (aA) In the event your the Company terminates Employee’s employment pursuant to §6(A)(2) or §6(A)(4)(b), or Employee terminates his employment pursuant to §6(A)(3), and Employee provides the Company with a separate, written release (in a form provided by the Company and reasonably satisfactory to Employee and which shall comply with the requirements of the Older Workers Benefit Protection Act and applicable state and federal laws and regulations) which releases the Company from all claims arising from Employee’s employment with the Company is terminated either and the termination thereof, Employee shall receive: (i1) on account Termination Compensation equal to 24 months of your death or Disability his Base Salary payable ratably over a 24 month period (as defined the “Severance Period”) in Section 5(e) below), (ii) by accordance with the Company’s general policies and procedures for payment of salaries to its executive personnel and subject to all applicable tax withholding requirements to which the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below)is subject; (ii2) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, Bonus equal to 2 times the lesser target payment under the Bonus Plan for the calendar year in which Employee’s termination occurs; (3) notwithstanding the provisions of the second paragraph of §4(B) of this Agreement to the contrary, if any Additional Bonuses remain unpaid at the time of such termination, then the Company shall pay such Additional Bonuses, as additional severance compensation; (14) if the date upon which employee is terminated (the “Date of Termination”) is within twelve (12) months after a Change in Control, and provided that Employee either elects to have that Policy described in Employee Split Dollar Agreement assigned to Employee as specified in Section IX of your Base Salary the Split Dollar Agreement or Employee consents to the termination of Employee’s rights under the Split Dollar Agreement, Employee will receive a payment (2the “Split Dollar Payment”) in one lump-sum equal to the Base Salary payments remaining present value of the death benefit Employee would have received under the Split Dollar Agreement, determined as if Employee last day of work was Employee’s Date of Termination, were then eligible to receive a retirement benefit under the early, normal, late, or disability retirement provisions of First Financial Bancorp Employees’ Pension Plan (whether or not this is actually the case), and died at age 75 when the Split Dollar Agreement was still in effect. for purposes of this Section 5, present value will be determined using a discount rate based upon the effective U.S. Treasury securities rate for the applicable discount period (the number reached by subtracting Employee age at Date of Termination from 75), not to exceed 10 years. Notwithstanding the prior two sentences, if Employee elect to receive an assignment of the policy under Section IX of the Split Dollar Agreement, the Split Dollar Payment shall be applied to the cash payment to the Company required under Section IX of the Split Dollar Agreement, and any portion of the Split Dollar Payment in excess of the amount required under Section IX shall be paid to Employee. The provisions of this Paragraph will apply whether or not Employee Split Dollar Agreement is terminated before Employee receives the Split Dollar Payment; (5) if Section 409A(a)(2) of the Internal Revenue Code applies to this Agreement and Employee is a “key employee” as defined by Internal Revenue Code Section 416(i), Employee’s Termination Compensation, Termination Bonus any Additional Bonuses and any Split Dollar Payment (collectively the “Severance Benefits”) under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also will be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1a) If termination any portion of Employee’s Severance Benefits that would otherwise be payable during the first six months following the Date of Termination will instead be paid in a lump sum as soon as administratively practicable after six months have elapsed following Employee’s Date of Termination (the “Six-Month Anniversary”), and (b) the remainder of Employee’s Severance Benefits will be paid in equal bi-weekly installments over the Severance Period, beginning as soon as administratively practicable after the Six-Month Anniversary. This Agreement is by intended to comply with Section 409A of the Internal Revenue Code and shall be considered and interpreted in accordance with such intent. Any provision of this Agreement that would cause the grant and/or issuance of Severance Benefits to fail to satisfy Section 409A of the Internal Revenue Code shall have no force and effect until amended to comply with Section 409A, which amendment will be retroactive to the extent permitted under applicable law. (B) Provided Employee elects COBRA coverage, the Company without Cause or shall pay the premiums for the first twelve months of coverage. Thereafter Employee will be responsible for paying COBRA premiums. (C) Employee shall be entitled to full executive outplacement assistance with an agency selected by you for Constructive Termination without Cause or due The Company with the fee paid by The Company in an amount not to your Death or Disabilityexceed five percent (5%) of Employee’s Base Salary; (D) Notwithstanding any other provision of this Agreement, or if the receipt of any payment under this Agreement, in combination with any other payments to Employee from the Company elects not to renew your employment at the end of the Termor its affiliates, shall, in the case opinion of independent tax counsel of recognized standing selected by the Company, result in the payment by Employee of any excise tax provided for in Section 280G and Section 4999 of the Internal Revenue Code, then the Company will pay to Employee an additional amount equal to the amount of such a terminationexcise tax and the additional federal, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not state and local income taxes for which Employee will be liable as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Datethis additional payment. (bE) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (Except as defined expressly provided in Section 5(c) below§7(A), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Termabove, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you Employee shall have no further obligation right to receive any compensation or liability to the Company other benefits under this Agreement as a result of or in connection with the performance termination of this agreement (except his employment with the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Company or for any period after such termination. (cF) For Notwithstanding any other provision of this Agreement to the purposes contrary, the obligation of the Company to pay Termination Compensation and any Additional Bonuses otherwise payable following termination of Employee’s employment with the Company shall automatically and immediately terminate upon the breach by Employee of any of Employee’s duties or obligations under this Agreement, “Cause” shall mean that you have:including without limitation those under §5.

Severance. If prior to the expiration of the Term the Company shall terminate the Executive’s employment without “cause” pursuant to Section 4(c) above, then upon the Executive’s execution of the Release attached hereto as Exhibit A (athe “Release”) In the event your Executive shall be entitled to continue to receive, as severance payments (such severance payments being the Executive’s sole entitlement upon any such termination), (i) Base Salary compensation provided for by Section 3(a) above, payable upon the Company’s periodic payroll schedule, for a period of one (1) year immediately following the date of such termination and (ii) to the extent he is then a participant in the Company’s health insurance plan and eligible for benefits under plan terms, to continued health insurance coverage for one (1) year immediately following such termination at then existing employee contribution rates, which the Executive shall pay (such continued coverage to run concurrently with any continued coverage obligation under the federal law known as COBRA or any state equivalent). Subject only to the Executive’s delivery of the Release, 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 Executive’s employment with the Company is terminated either (ipursuant to Sections 4(a) on account of your death or Disability 4(b) above, if the Company terminates the Executive’s employment with “cause” pursuant to Section 4(c) above, if the Executive terminates his employment pursuant to Section 4(d) above, or if the Executive’s employment is terminated for any reason after the Term, then the Executive shall not be entitled to any further payments under this Agreement, including Base Salary, Bonus, Employee Benefits, or severance. To the extent that any amount payable under this Agreement constitutes an amount payable under a “nonqualified deferred compensation plan” (as defined in Section 5(e409A of the Internal Revenue Code (hereinafter, “Code Section 409A”)) below), (ii) by the Company without Cause following a “separation from service” (as defined in Section 5(c) below409A), or (iii) by you due including any amount payable under this Section 4, then, notwithstanding any other provision in this Agreement to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also contrary, such payment will not be paid a lump sum made to the Executive until the day after the date that is six months following his “separation from service,” but only if he is then deemed by the Company, which shall in accordance with any relevant procedures that it may establish, to be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining a “specified employee” under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment Code Section 409A at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you time he “separates from service.” This paragraph will not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Dateapplicable after Executive’s death. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your employment with that, during the term of this Agreement, the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by terminates the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your Employee's employment for any reason other than Constructive Termination without CauseCause or Disability or the Employee voluntarily resigns his employment for Good Reason within one month of the effective date of a reduction of his Base Compensation or the Company's material breach of its obligations under Section 2(a), as the case may be, and Section 6 does not apply, then: (i) The Company shall pay an amount ("Severance Payment") in installments (or a lump sum if the Company so elects), as provided below, equal in the aggregate to one hundred percent (100%) of the Employee's annual rate of Base Compensation as in effect on the date of employment termination, less Base Compensation paid to the Employee for any period up to one (1) month between the date of termination and the date that notice thereof was given, plus any accrued and unpaid vacation at the time of such termination. The Severance Payment shall be made in installments at the same rate and in accordance with the same schedule as Base Compensation would have been paid had employment continued until the Severance Payment has been made in full; provided, however, at its election the Company may at any time pay any remainder of the Severance Payment in a lump sum. (ii) your employment is terminated For the period of one (1) year following such termination (reduced by any period up to one (1) month between the date of termination and the date that notice thereof was given), the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through reimburse the Termination Date; Employee for dental and health insurance premiums required to be paid by the Employee for such one (1) year (or reduced) period to obtain COBRA continuation coverage within the meaning of Section 4980B(f) (2) of the Internal Revenue Code of 1986, as amended (the "Code"), provided the Employee elects such continuation coverage, and (ii) any previously awarded cause group long-term disability insurance coverage and unpaid bonus; and basic term life insurance coverage with a death benefit of up to $100,000 then provided to the Employee by the Company, if any, to be continued for such one (iii1) all unpaid reimbursable expenses incurred by you through the Termination Date year (the “Termination Payments”). In either or reduced) period (or, if such event, you shall have no further obligation coverage cannot be continued or liability can only be continued at a cost to the Company in connection with greater than the performance Company would have incurred absent such termination, then, at the Company's election, the Company may either provide such long-term disability or term life insurance as may be available at no greater cost than one hundred fifty percent (150%) of this agreement what the Company would have incurred absent such termination or pay to the Employee one hundred fifty percent (except 150%) of the continuing obligations specified in Sections 7, 8 and 10 amount of this Agreement). (c) For premiums the purposes of this Agreement, “Cause” shall mean that you have:Company would have incurred to continue such coverage absent

Severance. (a) In the event your that Employee’s employment with the Company is terminated either (i) on account of your death or Disability (as defined in under Section 5(e) below4(a), (iiSection 4(b) by the Company without Cause (as defined in or Section 5(c) below4(c), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You Employee shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary no severance payments or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Datesalary continuation whatsoever. (b) In the event you (i) voluntarily terminate your Employee’s employment for any reason other than Constructive Termination without Cause, (ii) your employment with the Company is terminated by under Section 4(d) or Section 4(e), then the Company for Cause shall provide Employee with salary continuation in a total aggregate amount equal to one (as defined in Section 5(c1) below), or (iii) the Company elects not to renew your employment year of Employee’s Base Salary at the end time of termination of the Initial Term or an applicable Renewal Term, you shall Employment Period to be paid, as soon as practicable but no later than sixty paid out in equal installments over the twelve (6012) days month period following the Termination Date, (i) all earned but unpaid Base Salary through termination of the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Employment Period. (c) For Provided (i) Employee remains continuously employed by the purposes Company through the fifth (5th) annual anniversary of the Commencement Date (“Fifth Anniversary”); and (ii) Employee has not been offered the position of CEO of the Company prior to the Fifth Anniversary (with the parties agreeing that any offer of the CEO position may provide for Employee to actually become CEO on a date following the Fifth Anniversary), Employee shall have a one-time right, during the six (6) month period commencing on the Fifth Anniversary, to voluntarily resign from his position with the Company pursuant to Section 4(b), in which case Employee shall receive (A) salary continuation in a total aggregate amount equal to eighteen (18) months of Employee’s Base Salary at the time of termination of the Employment Period to be paid out in equal installments over the eighteen (18) month period following the termination of the Employment Period; and (B) an amount equal to the average of the annual Bonus received by Employee pursuant to Section 2(c) over the then preceding three (3) year period, multiplied by one and one half (1.5), with such amount also to be paid out in equal installments over the eighteen (18) month period following the termination of the Employment Period. (d) Notwithstanding anything herein to the contrary, each of the following shall, without limiting any other remedies available to the Company, be considered a breach of this AgreementAgreement completely relieving the Company of any obligations due or owing at any time to Employee under this Section 9: (i) the failure of Employee to use his best efforts to ensure a smooth transition to Employee’s successor; (ii) the breach by Employee of any of the provisions of Section 5, “Cause” if applicable, and/or Section 6; or (iii) any act of directly or indirectly (whether as employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise) owning, managing, controlling, participating in, consulting with, advertising on behalf of, rendering services for or in any manner engaging in any Business, it being understood that Employee shall mean be entitled to engage in such acts in a manner that you have:does not violate the provisions of Section 5, if applicable, and/or or Section 6 but shall forfeit his right to the payments under this Section 9 as a result thereof. Nothing in this Section 9 shall preclude the Company from exercising any rights or remedies available to it at law or in equity.

Severance. (a) In the event your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) If Employee’s employment is terminated by the Company without Cause (as defined in pursuant to Section 5(c4(c)(ii) belowor by the Employee pursuant to Section 4(d)(i), or (iii) the Company shall, subject to Employee’s and Company’s execution of a mutual general release by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive each of Employee and the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser Company of all claims and rights that (1) Employee may have against the Company and its officers, directors, and employees and (2) the Company may have against Employee, including but not limited to all claims and rights relating to Employee’s employment and/or termination, in a form substantially similar to that attached as Attachment A hereto (a “Release”), continue to pay Employee his then current Base Salary (the “Severance”) for a period of twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary PaymentSeverance Period”);. The Severance is expressly understood and agreed not to be salary or payroll compensation to an employee, but rather, severance to a former employee. Notwithstanding anything herein to the contrary, if Employee has breached a provision of Section 3 or 5 or materially breached a provision of Section 6 of this Agreement, and employee has failed to cure such breach within thirty (30) days of notice from the Company describing such breach in reasonable detail, then the Severance payments shall terminate forty-five (45) days after the Company provides such notice to Employee that the Company intends to terminate such payments because of such breach. (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1ii) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at this Agreement upon the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end expiration of the Initial Term shall vest as or upon the expiration of the Termination Date; or (2second Renewal Term after the expiration of the Initial Term pursuant to Section 4(e) If termination is due to Cause or by you not as a result of Constructive Termination without Causeabove, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined shall provide Employee with Severance benefits on the terms set forth in Section 5(c4(f)(i) below), or (iii) above. If the Company elects not to renew your employment at this Agreement upon the end expiration of the third Renewal Term after the expiration of the Initial Term or an applicable any successive Renewal Term, you it shall be paid, as soon as practicable but under no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and obligation to provide Severance benefits hereunder. (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”If Employee terminates his employment pursuant to Section 4(d)(ii). In either such event, you Employee shall have receive no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Severance benefits. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your that the Executive's employment with the Company hereunder is terminated either during the Term (i) on account of your death by the Corporation other than for Cause, or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause Executive for Good Reason (as defined in Section 5(chereinafter defined) belowpursuant to a Notice of Termination (as hereinafter defined), then the Corporation shall continue the Executive's participation (including participation by his spouse and other dependents) on the same basis as other senior officers in its medical and dental plans or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Companyarrangements, which plans and arrangements shall be paid not include any life insurance or disability plans or arrangements ("Medical and Dental Plans"), and the Corporation will continue to pay the costs of coverage of the Executive and his spouse and other dependents under the Medical and Dental Plans on the same basis as soon as practicable but not later than sixty (60) days following other active officers of the Termination DateCorporation covered under such Medical and Dental Plans, equal to for the lesser greater of (1) twelve (12) months or the remainder of your Base Salary the Term (the "Severance Period"; provided that if the Executive's employment hereunder is terminated during the Term (i) by the Corporation other than for Cause, or (2ii) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Executive for Good Reason pursuant to a Notice of Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of clause (i) or (ii), such termination occurs after a Change of Control, then the "Severance Period" shall be eighteen (18) months); provided, however, that if such continued participation in the Medical and Dental Plans is not possible under the terms thereof, the Corporation will provide the Executive with substantially identical benefits for the remainder of such period or an amount in cash equal to the cost to the Corporation for providing such benefits, paid in accordance with Section 10(e) of this Agreement. Notwithstanding the foregoing, the Corporation's obligations pursuant to the first sentence of this Section 10(a) shall cease and terminate in the event that the Executive is, or becomes, eligible for coverage under a medical plan of a successor employer or a spouse's employer. The Corporation shall also pay to the Executive severance payments in cash equal to the sum of (x) the amount of the Executive's then current base annual salary and (y) the Target Bonus for the fiscal year in which the termination occurs (or, if the Target Bonus for such fiscal year has not yet been established, the Target Bonus for the immediately preceding fiscal year), multiplied by the quotient obtained by dividing the number of days during the Severance Period, by three hundred sixty-five (365). In addition, the Executive shall be entitled to the payment of any accrued and unpaid salary (including accrued and unused vacation) through the date of termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end any accrued and unpaid bonuses in respect of prior fiscal years, any bonus, determined under Section 5, in respect of the Initial Term fiscal year in which the termination occurs, prorated through the date of termination. Further, the Executive shall vest be provided with outplacement assistance commensurate with the Executive's position with the Corporation during the Severance Period following the Executive's termination of employment. Except as set forth in Sections 2, 7(b), 8 and Section 10(a), 10(b)(iv) and 10(f) hereof, the Corporation shall have no further obligations under this Agreement in the event of the Termination Date; or (2) If Executive's termination is due of employment under this Section 10. The Executive shall have the obligations provided under Section 12 hereof, to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted the extent applicable pursuant to retain those stock options and/or restricted shares which have vested as of the Termination Dateits terms. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes purpose of this Agreement, “Cause” "Good Reason" shall mean that you havethe occurrence, without the Executive's express written consent, of any of the following circumstances unless, in the case of paragraphs (i), (v), (vi) or (vii) below, such circumstances are fully corrected prior to the Date of Termination (as defined below) specified in the Notice of Termination (as defined below) given in respect thereof:

Severance. If Executive’s employment is terminated for any reason whatsoever, then Executive shall be entitled to (ax) accrued and unpaid base salary and benefits (including sick pay, vacation pay and benefits under Section 6) with respect to the period prior to termination, (y) reimbursement for expenses under Section 5 with respect to such period, and (z) any other benefits (including COBRA) required by law to be provided after termination of employment under the circumstances. Except as may otherwise be expressly provided to the contrary in this Agreement, nothing in this Agreement shall be construed as requiring the Executive to be treated as employed by the Company for purposes of any employee benefit plan following the date of the termination of the Executive’s Term of Employment. In the event your Executive’s employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below):pursuant to: (i) You shall receive Sections 4(a)(i) [Death] or 4(a)(ii) [Disability] by the Termination Payments Company, or Sections 4(b)(i) [Death], 4(b)(ii) [Disability], or 4(c) [Mutual Termination] by the Executive, the Company will also pay to Executive (as defined in Section 5(bor his estate or representative) below);the Executive’s Base Salary for a 12 month period following the actual date the Term of Employment is terminated; and (ii) You shall also be paid a lump sum Section 4(a)(iii) [Cause or Material Breach] by the CompanyCompany or 4(b)(iv) [Any or No Reason] by the Executive, which shall there will be paid as soon as practicable but not later than sixty (60) days following no additional amounts owing by the Termination Date, equal Company to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining Executive under this Agreement (the “Post Termination Salary Payment”);from and after such termination; and (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60Section 4(a)(iv) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is [Any or No Reason] by the Company without Cause or Section 4(b)(iii) [Material Reduction & Relocation] by you for Constructive Termination without Cause or due the Executive, will pay to your Death or DisabilityExecutive the Executive’s base salary through December 31, 2009, the balance of the term of the original Agreement, or for a 12 month period, whichever is longer; provided, however, if the Company elects not to renew your termination of employment at occurs after a Change of Control such payment will be through December 31, 2009, the end balance of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end term of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below)original Agreement, or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Termfor a 24 month period, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)whichever is longer. (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. (a) In the event your employment with At any time, the Company is terminated either or Employee may terminate Employee’s employment for any or no reason, with or without Cause, and without prior notice. The Company will pay Employee all compensation then due and owing. Thereafter, all of the Company’s obligations to Employee, however arising, shall cease, except as set forth below. (ib) on account of your death or Disability (as defined in Section 5(e) below), (ii) by If the Company without Cause (as defined below) terminates Employee’s employment, then, upon execution of a release agreement that is reasonably acceptable to the Company’s Board of Directors, and subject to Employee’s continuing compliance with his or her obligations hereunder, including the obligations set forth in Section 5(c4 hereof, Company shall pay Employee an equivalent of nine months of Employee’s then base salary. This severance payment will be paid in equal installments over a period of nine months, net of any withholdings and taxes and in accordance with the Company’s ordinary pay policies. After the Company has satisfied its severance payment obligations under this paragraph, all obligations of the Company under this Agreement shall immediately cease (c) belowNotwithstanding paragraphs (a) and (b) above, the Company may terminate Employee’s employment for Cause at any time, without prior notice, and without any obligation to pay any severance, provided, however, Employee may not be terminated for Cause under the provisions of clauses (d) (i), (ii), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) v), below): (i) You shall receive , unless the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination Employee is first given written notice by the Company without of the matter or matters that are alleged to constitute Cause and is afforded a reasonable time to effect a cure and the opportunity to address the matter at a meeting or by you a conference call of the Company’s Board of Directors. If Employee is terminated for Constructive Termination without Cause or due to your Death or DisabilityCause, or the Company elects not shall pay Employee all compensation to renew your employment at which he or she is entitled up through the end date of termination and thereafter, all obligations of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term Company shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Dateimmediately cease. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (cd) For the purposes of this Agreement, the term “Cause” shall mean mean: (i) a material breach of any term set forth in this Agreement; (ii) Employee’s failure to follow the reasonable instructions of the Company; (iii) misconduct on Employee’s part that you have:is materially injurious to the Company, monetarily or otherwise, including misappropriation of trade secrets, fraud, or embezzlement; (iv) Employee’s conviction for fraud or any other felony; or (v) if Employee exhibits in regard to his or her employment unavailability for service, misconduct, dishonesty, or habitual neglect.

Severance. (a) In If the event your Corporation terminates this Agreement and Employee's employment with after September 18, 1995 without Cause, then the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You Corporation shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal pay to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, Employee in a lump sum by in cash within 30 days of the Company, which shall be paid as soon as practicable but not later than sixty (60) days following date of such Termination Date, in termination an amount equal to the greater of (i) the amount determined by multiplying (A) the ratio determined by dividing the number of days remaining on such date until April 29, 1997 by 365 by (B) Employee's annual salary as determined on such termination date and (ii) Employee's annual salary as determined on such termination date. Payments to be provided hereunder shall in all respects be conditioned upon (i) the prior year’s bonusreceipt by the Corporation from Employee of a general release of all claims of any nature whatsoever which Employee had, if anyhas or may have against the Corporation and related parties relating to his employment by the Corporation (other than his entitlement under any employee benefit plan or program sponsored by the Corporation in which he participated and under which he has accrued a benefit) or the termination thereof, pro-rated; and such release to be in form and substance reasonably satisfactory to counsel for the Corporation, and (ivii) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) continued compliance by Employee with the provisions of this Agreement that expressly survive termination. (b) Notwithstanding anything in this Agreement to the contrary, if it shall vest be determined that any payment or distribution by the Corporation to or for the benefit of Employee pursuant to the terms of this Agreement or otherwise (a "Payment") would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), as a result of a "Change in Control" of the Corporation as defined in Section 11 of the Corporation's 1996 Equity Compensation Plan and that it would be economically advantageous to the Company to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of the amounts payable or distributable to or for the benefit of Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as "Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount. The "Reduced Amount" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to taxation under Section 4999 of the Code. For purposes of this Paragraph 5, present value shall be determined in accordance with Section 280G(d)(4) of the Code. The calculations under this Paragraph 6 shall be made as follows: (1i) If termination is All determinations to be made under this Paragraph 6 shall be made by the Company without Cause or by you for Constructive Termination without Cause or due Corporation's independent public accounting firm (the "Accounting Firm"), which firm shall provide its determinations and any supporting calculations to your Death or Disability, or the Company elects not to renew your employment at the end Corporation and Employee within 10 days of the Term, event that gives rise to the "excess parachute payment." Any such determination by the Accounting Firm shall be binding upon the Corporation and Employee. Employee shall in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end his sole discretion determine which and how much of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you Agreement Payments shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation eliminated or liability to the Company in connection reduced consistent with the performance requirements of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:Paragraph 6

Severance. (a) In the event your If Employee’s employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company Employer without Cause (as defined in Section 5(c9(b)(ii) below), hereof) or (iii) by you due to Constructive Termination without Cause Employee for Good Reason (as defined in Section 5(d9(b)(i) below): hereof), subject to Employee’s compliance with the obligations in Sections 3(c), 4, 6 and 7 hereof, and subject to Section 15(c) hereof in the case of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, Employee shall receive payment of an amount equal to the quotient obtained by dividing (i) You shall receive Employee’s Base Salary and Target Cash Incentive (as defined below) for the Termination Payments year of termination (less any salary and incentive award payments paid to Employee for employment during any period following the delivery or receipt of a written notice of termination), by (ii) twelve (12) (but not as an employee), for each month in the Severance Period (as defined in Section 5(b3(b) belowhereof) following such termination of employment (the “Basic Severance”); (ii) You shall also be paid a lump sum by , payable in accordance with the Companyregular payroll practices of Employer, which but not less frequently than monthly, provided that the first payment shall be paid made on the first payroll period after the sixtieth (60th) day following such termination and shall include payment of any amounts that would otherwise be due prior thereto. Notwithstanding the foregoing, if Employee’s employment is terminated by Employer without Cause or by Employee for Good Reason within twenty-four (24) months after a Change in Control (as soon as practicable but not later than sixty defined in the Markit Ltd. 2014 Equity Incentive Award Plan (60) days following the Termination Date“Plan”)), Employee shall receive additional monthly severance payments equal to the lesser quotient obtained by dividing (i) Employee’s Base Salary and Target Cash Incentive for the year of termination (1less any salary and incentive award payments paid to Employee for employment during any period following the delivery or receipt of a written notice of termination), by (ii) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in as an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) belowemployee), or for twelve (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”12). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. In the event that (a) In the event Company terminates your employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below)Cause, or (iiib) by you due terminate your employment with the Company for a Failure to Constructive Termination Maintain Employment Conditions, then, in such event, and without Cause (as defined abrogating or limiting any other rights or remedies you may have under this Agreement or any other agreements with the Company or at law or in Section 5(d) below):equity, and provided that you are not employed by, providing services to, or financially supporting in any capacity a direct competitor of the Company: (ia) You the Company shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser pay you your Base Salary for an additional period of (1) twelve (12) months following the last day of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by employment with the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Date.; (b) In your stock options for the event you month in progress and for the twelve (i12) voluntarily terminate months thereafter shall immediately and fully vest and shall be exercisable until not less than three (3) years after the termination of your employment; provided, however, that, if within one hundred eighty (180) days after the termination of your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause a Change of Control (as defined below) occurs or is announced, or an agreement is reached that will result in Section 5(c) a Change of Control (as defined below), or then all of your stock options shall accelerate and fully vest effective as of the date of the termination of your employment and shall be exercisable until not less than three (iii3) years after the termination of your employment; (c) the Company elects not to renew shall on the last day of your employment at with the end Company, pay to you (x) your salary and earned and unused vacation pay through the last day of your employment with the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination DateCompany, (iy) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable business expenses incurred by you through the Termination Date last day of your employment with the Company, and (z) any earned but unpaid annual bonus compensation for the “Termination Payments”)prior calendar year; further, following the close of the current calendar year, the Company shall pay you the target bonus (if any) you would have earned had you remained in the employ of the Company for the calendar year then in progress, prorated for the portion of the year you were employed; and (d) for an additional period of twelve (12) months following the last day of your employment with the Company, the Company shall continue medical and dental benefits, at its expense, to you and/or your family at least equal to those which would have been provided to you and them in accordance with the plans, programs, practices and policies described in Section 5 of this Agreement if your employment had not ended or, if more favorable to you, as in effect generally at any time thereafter with respect to other executives of the Company and their families, provided, however, that if you become reemployed with another employer and are eligible to receive medical or other welfare benefits under another employer provided plan, the medical and dental benefits described herein shall cease. In either such eventYou acknowledge that your employment is "at will" and may be terminated at any time, subject to the payment of severance benefits as provided herein. The Company may condition its payment to you shall have no further obligation or liability to of severance benefits on your execution of a reasonable mutual general release by you and the Company in connection the form attached hereto as Exhibit A; provided, however, that such release shall not require you to release, or provide for your release of, any of your rights under this Agreement which survive the termination of your employment with the performance Company, and provided further that such release shall not require the Company to release, or provide for the release of, any of the Company's rights under this agreement (except Agreement which survive the continuing obligations specified termination of your employment with the Company. You shall not be required to seek other employment or take other action in Sections 7, 8 order to mitigate your damages to be entitled to the benefits and payments under Section 10 of this Agreement). (c. Except as otherwise specifically provided in Section 10(d) For above with respect to your medical and dental benefits, in the purposes event that you become reemployed with another employer, the Company is not entitled to set off against such benefits and payments due or any other amounts of money payable to you under this Agreement any amounts earned by you in other employment after the termination of your employment with the Company or any amounts that you might or could have earned in other employment had you sought such other employment. The amounts of money payable to you under this Section shall not be treated as damages, but as severance compensation to which you are entitled by reason of your service with the Company and the termination of your employment pursuant to the provisions of this Agreement, “Cause” shall mean that you have:.

Severance. In consideration of Employee's full waiver and release of all claims as set forth herein, and provided Employee signs and does not revoke this Agreement, Employee returns all company property, including Employee's company laptop, and Employee fully abides by the terms of this Agreement, Company agrees to provide Employee the following severance benefit (the "Severance Benefit"): (a) In Effective February 25, 2019, the event your employment Company and Employee entered into a Promissory Note whereby the Company loaned Employee Four Hundred Thousand Dollars and Zero Cents ($400,000.00) (the "Loan"). Employee has not made any payments to the Company under the Promissory Note, and Employee currently owes Company the entire balance of the Loan plus interest. As a severance benefit, the Company hereby agrees to forgive the outstanding principal and interest due under the Promissory Note, in the approximate amount of Four Hundred Thousand Dollars and Zero Cents ($400,000.00). (b) The Company shall provide a grant of public company stock (the "Stock Grant") equal to 429,185 shares of MedMen Enterprises, Inc. ("MME, Inc.") with a deemed issue price of $0.26. Employee's interest in said stock in MME, Inc. shall be deemed to have immediately vested upon issuance of the grant. The grant of said stock shall be subject to full compliance by the parties with the terms, conditions and requirements of the governing documents for that Company. All stock issued hereunder shall contain the standard legend referencing the Securities Act of 1933 that is attached to all shares of the Company's stock that are issued to U.S. residents. (c) Company is terminated either and Employee acknowledge that Employee was granted certain non-qualified stock options in MedMen Enterprises, Inc. (i) on account of your death or Disability (as defined in Section 5(e) belowthe "Options"), to purchase up to 311,763 Class B Subordinate Voting Shares at $3.20 USD exercise price per share, pursuant to a Board Resolution, effective February 25, 2019 (ii) by the "Board Resolution"). Employee expressly acknowledges and agrees that, as of the Separation Date, his interests in 103,921 of Options have vested and his interests in the remaining 207,842 Options have not vested. As a further severance benefit, the Company without Cause agrees to accelerate the vesting of 103,921 of the unvested options, so as to vest as of the Separation Date (the "Severance Options Award"). The Severance Options Award shall be subject to all of the terms, conditions, and requirements of the governing documents of MedMen Enterprises Inc. and the MedMen Enterprises Inc. 2018 Stock and Incentive Plan and the Board Resolution, as defined in Section 5(c) below), or (iii) modified by you due to Constructive Termination without Cause (as defined in Section 5(d) below):this Section. (id) You shall receive If Employee elects to continue coverage under COBRA, the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by Company will reimburse Employee for the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal required COBRA premium for continued coverage for up to the lesser of (1) twelve (12) months of your Base Salary or from the Separation Date. If at any time during this twelve (212) month period, Employee obtains health insurance benefits unrelated to the Base Salary payments remaining COBRA benefits herein, the Company's obligations under this Agreement Section 3(d) shall cease, and the Company shall not be responsible for any further COBRA premiums. In order to receive reimbursement, Employee must provide the Company with proof of a COBRA premium payment within thirty (the “Post Termination Salary Payment”); (iii30) You shall also be paid a pro-rated annual bonus, in a lump sum calendar days of such payment by the Company, which Employee. The Stock Grant shall be paid issued to Employee as soon as practicable but not later than following the Effective Date (as defined below), and in any even within sixty (60) days following such Termination Dateafter the Effective Date of this Agreement, in an amount equal to and the prior year’s bonus, if any, pro-rated; and (iv) Loan shall be forgiven upon the Effective Date of this Agreement. The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) Effective Date of this Agreement shall vest as follows: be eight days after the day that Employee signs the Agreement and delivers it to Company, absent revocation (1) If termination is by the "Effective Date"). Employee specifically acknowledges and agrees that the Severance Benefit set forth in this Section 3 constitutes adequate and full consideration for this Agreement. Employee further acknowledges that he would not otherwise be entitled to this Severance Benefit under any employment agreement, Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disabilitypolicy, or the Company elects not to renew your employment at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end of the Initial Term shall vest as of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be permitted to retain those stock options and/or restricted shares which have vested as of the Termination Dateany law. (b) In the event you (i) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iii) all unpaid reimbursable expenses incurred by you through the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement). (c) For the purposes of this Agreement, “Cause” shall mean that you have:

Severance. In no way limiting the Company’s policy of employment at will: (a) In the event your If Employee’s employment with the Company is terminated either (i) on account of your death or Disability (as defined in Section 5(e) below), (ii) by the Company without Cause (as defined in Section 5(c) below), or (iii) by you due to Constructive Termination without Cause (as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonus, in a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and (iv) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due Employee with Good Reason prior to your Death or Disabilitythe Expiration Date, or and provided that all of the following have occurred within 60 days following the termination of Employee’s employment with the Company: (i) Employee first signs and delivers to the Company elects not 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 (the date that all of the conditions set forth in (i), (ii) and (iii) above are met to renew your employment be referred to as the “Release Date”), Employee shall be entitled to receive: (i) Severance compensation equal to two-thirds of his annual Base Salary and “Target Bonus” for purposes of the MIP in effect for the year in which the Termination Date occurs, payable in eight monthly installments equal to one-eighth of such severance compensation, subject to required withholding, payable at the end of the Term, in the case of such a termination, all unvested stock options and/or restricted stock granted to you that are scheduled to vest during or at the end each of the Initial Term shall vest as next eight (8) full calendar months following the first full calendar month following the Release Date; (ii) Coverage at Company expense under the employee health insurance plan of the Termination Company for period of twenty-four months following the Release Date; , or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Cause, then you shall only be if less, the maximum time period permitted to retain those stock options and/or restricted shares which have vested as of the Termination Dateunder COBRA. (b) In Notwithstanding anything to the event you contrary herein contained, 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) voluntarily terminate your employment for any reason other than Constructive Termination without Cause, (ii) your employment is terminated by the Company for Cause (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end of the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination Date, (i) all earned but unpaid Employee’s Base Salary earned and payable through the Termination Date; (ii) any previously awarded and unpaid bonusaccrued 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 (iiiiv) all any other earned but unpaid reimbursable expenses incurred by you through compensation, if applicable, as of the Termination Date (the “Termination Payments”). In either such event, you shall have no further obligation or liability to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement)Date. (cd) For the purposes of this Agreement, “Cause” the following terms shall mean that you havehave the meanings set forth below:

Severance. (a) In If the event your Employee's employment with the Company is hereunder shall be terminated either by: (i) on account of your death the Company for any reason (including, without limitation, pursuant to subparagraph 1(B)(b)) other than the Employee's death, Disability or Disability (as defined in Section 5(e) below), for Cause or (ii) by the Company without Cause (as defined in Section 5(cEmployee pursuant to subparagraphs 9(D) belowor 9(E), or (iii) by you due Employee shall thereupon be entitled to Constructive Termination without Cause (receive as defined in Section 5(d) below): (i) You shall receive the Termination Payments (as defined in Section 5(b) below); (ii) You shall also be paid a lump sum by the Company, which shall be paid as soon as practicable but not later than sixty (60) days following the Termination Date, equal to the lesser of (1) twelve (12) months of your Base Salary or (2) the Base Salary payments remaining under this Agreement (the “Post Termination Salary Payment”); (iii) You shall also be paid a pro-rated annual bonusseverance pay, in a lump sum by the Companysum, which shall be paid as soon as practicable but not later than sixty (60) days following such Termination Date, in an amount equal to the prior year’s bonus, if any, pro-rated; and one times (ivtwo (2) The Initial Option and any stock options and/or restricted stock previously granted under Sections 3(c) and 3(d) of this Agreement shall vest as follows: (1) If termination is by the Company without Cause or by you for Constructive Termination without Cause or due to your Death or Disability, or the Company elects not to renew your employment at the end of the Term, times in the case of termination by the Employee pursuant to subparagraph 9(D)) the sum of the Employee's annual salary rate in effect immediately prior to his cessation of employment with the Company (or, if greater, the highest annual salary rate in effect at any time during the one-year period preceding the date of such a termination) and all bonuses paid or payable in respect of the Company's most recent fiscal year ended prior to the date of such termination (or, if greater, the bonuses paid in respect of the Company's current fiscal year or next most recent fiscal year ended prior to the date of such termination). In addition, during the one-year (two-year in the case of termination by the Employee pursuant to subparagraph 9(D)) period following the date of such termination, all unvested the Employee and his dependents shall continue to receive the benefits set forth in subparagraph 5(A) hereof, as well as any additional benefits as may be provided to executive officers or their dependents during such period in accordance with the Company's policies and practices. The Employee shall also be entitled to receive the payments required if the Company elects to impose and, if imposed, extend the Restricted Period under subparagraph 7(D). Furthermore, assuming that the Employee's employment with the Company had been terminated (i) by the Company other than for Cause or (ii) by the Employee for (a) Good Reason or (b) pursuant to paragraph 9(D), any stock options and/or restricted stock granted to you that are scheduled the Employee which has not, by its express terms, vested shall be deemed to vest during or at have vested on the end date of the Initial Term shall vest as such termination of the Termination Date; or (2) If termination is due to Cause or by you not as a result of Constructive Termination without Causeemployment, then you shall only be permitted to retain those and all stock options and/or restricted shares which have vested as held by the Employee shall thereafter be exercisable for the maximum period of time allowed for exercise thereof under the Termination Dateterms of such option but for not less than six months following such termination of Employee's employment. (b) In If the event you (i) voluntarily Company shall terminate your Employee's employment prior to any Expiration Date for any reason other than Constructive Termination without Employee's death, Disability or for Cause, in addition to the payments referred to in subparagraph 9(G)(a) above, the Employee shall be entitled to (iix) your employment is terminated by a continuation of the Company for Cause Employee's annual salary (as defined in Section 5(c) below), or (iii) the Company elects not to renew your employment at the end rate in effect immediately prior to his termination or, if greater, at the highest annual salary rate in effect at any time during the one-year period preceding the date of termination) until the Initial Term or an applicable Renewal Term, you shall be paid, as soon as practicable but no later than sixty (60) days following the Termination then Expiration Date, (i) all earned but unpaid Base Salary through the Termination Date; (ii) any previously awarded and unpaid bonus; and (iiiy) all unpaid reimbursable expenses incurred by you through a pro rated portion of any bonus to which the Termination Date Employee otherwise would have been entitled in the year in which the termination date occurs (based on the “Termination Payments”). In either number of days employed in such event, you shall have no further obligation or liability year of termination to the Company in connection with the performance of this agreement (except the continuing obligations specified in Sections 7, 8 and 10 of this Agreement365 days). (c) For the purposes Notwithstanding any other provision of this paragraph 9, if it is determined that part or all of the compensation or benefits to be paid to the Employee under this Agreement in connection with the Employee's termination of employment, or under any other plan, arrangement or agreement, constitutes a "parachute payment" under Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended, then, the amount constituting a parachute payment, which would otherwise be payable to or for the benefit of the Employee, shall be reduced, but only to the extent necessary, so that such amount would not constitute a parachute payment. Any determination that a payment constitutes a parachute payment shall be made as promptly as practicable (but no more than 30 days) following the Employee's termination of employment by the independent public accountants that audited the Company's financial statements for the fiscal year preceding the year in which Employee's employment was terminated, whose determination shall be final and binding in all cases. Unless the Employee receives notice that a payment (or payments) will constitute a parachute payment within 30 days of the date the Employee's employment terminates hereunder, no payment (or payments) shall be deemed to constitute a parachute payment. If the determination made pursuant to this subparagraph (b) results in a reduction of the payments that would otherwise be paid to the Employee, the Employee may elect, in his sole discretion, which and how much of any particular entitlement shall be eliminated or reduced (giving effect to any payments and benefits that may have been received prior to such termination) and shall advise the Company in writing of his election within 10 days of the determination of the reduction in payments. If no such election is made by the Employee within such 10-day period, the Company shall determine which and how much of any entitlement shall be eliminated or reduced and shall notify the Employee promptly of such determination. Within 10 days following such determination and the elections hereunder, the Company shall pay to, or distribute to or for the benefit of, the Employee such amounts as are then due to the Employee under this Agreement and shall timely pay to, or distribute to or for the benefit of, the Employee in the future such amounts as become due to the Employee under this Agreement. (d) No severance payment that constitutes a deferral of compensation under Section 409A of the Internal Revenue Code of 1986, “Cause” as amended, may be made before the date which is six months after the date of termination of employment (in which event all amounts that otherwise would have been paid prior to such date shall mean that you have:be paid in a single lump sum as of the last day of the month following such six month delay).