Common use of Severance Clause in Contracts

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject Other than in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Executive's continued compliance with his obligations under this AgreementTerm or Renewal Term, the Executive shall be entitled to receive from Company shall have no obligation to the Executive other than: (i) a cash severance payment equal to three times the payment amount of the Executive's earned and unpaid compensation through ’s then applicable Salary, if the effective date termination occurs on or before the third anniversary of such termination; the Effective Date, (ii) the a cash severance payment of any deferred bonus, subject equal to the provisions of Section 409A unpaid portion of the Code; (iii) Executive’s then applicable Salary for the payment remainder of the Term or Renewal Term plus an amount equal to twice the sum Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive's annual Base ’s then applicable Salary plus for the Executive's Maximum Bonus Amount (as in effect as remainder of the date of termination), 50% of which shall be paid to Term or Renewal Term if the Executive upon termination occurs after the first business day following the six month fifth anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount Effective Date (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination“Severance Payment”). In the event that the Executive is eligible terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to receive which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the severance benefits provided for Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 4.4(a)12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of all of the costs incurred by Executive, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall not be eligible considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to receive severance benefits under any other a bank account specified by Executive no later than three (3) business days after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten (10) days of the date the Company plan, policy, or agreementis found to have violated this Agreement.

Severance. Subject (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the Executive's continued compliance with his obligations under this Agreementexpiration of the Initial Term, the Company shall have no obligation to the Executive other than: (i) the pay Employee a severance payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum twelve months of the Executive's annual Employee’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of on the date of termination), 50% of which shall be paid subject to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), subsections (c) and (d); . (vb) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the provisions date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, immediate payout of benefits previously accrued under the Severance Payment will be made on the Company's Supplemental Executive Retirement Plan ’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and (vi) executive outplacement benefits, except agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as otherwise required by law or Exhibit B by the terms of 45th day following the Company's benefit plans Employee’s separation from service and not revoking the release within the seven (excluding severance plans); PROVIDED7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, that the Severance Payment will be paid in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal second calendar year. Employee’s right to the product Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum this Agreement. If Employee breaches any of the Executive's annual base salary and the Executive's target bonus amount (eachhis obligations in Sections 8-11 of this Agreement, as in effect as of he will immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned return to the Company in exchange for a refund any portion of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect Severance Payment that has been paid to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal him pursuant to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement7.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) If Executive’s employment is terminated by the payment of Company without Cause or by Executive for Good Reason, and subject to Executive’s compliance with the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusconditions set forth in SECTION 3.3, Executive shall, subject to the provisions of Section 409A this SECTION 3.2, be entitled to a severance payment consisting of (A) a cash amount equal to two times the sum of the Code; current calendar year’s Base Salary and the prior year’s Annual Cash Incentive Bonus, (B) health insurance benefits for 24 months from the termination date at no charge to Executive, and (C) acceleration to 100% vested status for all stock, stock option and other equity awards to the extent such awards (other than stock options and stock appreciation rights) are not subject to performance-based vesting for purposes of qualifying as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “CODE”). If no Annual Cash Incentive Bonus was paid for the year before the year in which termination occurs, for purposes of the bonus component of the severance payable under (A) of the preceding sentence, Executive shall be entitled to two times the amount of discretionary bonuses paid to Executive within the 12 month period preceding termination. (ii) If the severance payment is to be made as result of termination by the Company without Cause or by Executive for Good Reason within 12 months after a Change of Control, payment of the entire cash severance amount will be made in a lump sum on Executive’s date of termination. If the Company otherwise terminates Executive without Cause or Executive otherwise terminates his employment for Good Reason, Executive shall receive half of the cash severance amount in a lump sum within 15 days after the date of termination and half the number of months of health insurance benefit continuation. Executive shall not be entitled to the remainder of the cash severance payment, or the second half of health insurance benefits continuation, unless Executive gives notice to the Company within 30 days before the conclusion of 50% of the Non-Compete Term that he agrees to comply with SECTION 2.3(c) and SECTION 2.4 for the remainder of the Non-Compete Term and, in consideration therefor, desires to receive the remainder of the severance payment and an extension of health insurance benefits, in which event Executive shall be entitled to the additional health insurance benefits and the remainder of the cash severance payment, payable in a lump sum within 15 days after the date of the conclusion of 50% of the Non-Compete Term. (iii) Executive shall not be under any duty or obligation to seek or accept other employment following a termination of employment pursuant to which a severance payment under this SECTION 3.2 is payable and the payment amounts due Executive pursuant to this SECTION 3.2 shall not be reduced or suspended if Executive accepts subsequent employment or earns any amounts as a self-employed individual. (b) If Executive’s employment is terminated because of an death or Permanent Disability Executive, in the case of Permanent Disability, or to his surviving spouse (or to his estate if Executive’s spouse does not survive him), in the case of Executive’s death, shall be entitled to: (i) his pro rata Base Salary and pro rata Target Annual Cash Incentive Bonus through the date of termination for the year in which the termination occurs, plus a lump sum amount equal to the sum greater of: (1) the remainder of the Executive's annual Base Salary that would have been earned by Executive under this Agreement between the time of his Death or Permanent Disability and the expiration of the then-current term of this Agreement, or (2) 12 months of Base Salary plus his Target Annual Cash Incentive Bonus for the Executive's Maximum Bonus Amount (as in effect as of the date year of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (vii) subject to the provisions full acceleration of Section 409A vesting for all stock, stock option and other equity awards. If Executive’s employment is terminated because of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law death or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Permanent Disability Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld ’s family members covered by the Company in connection with any Section 83(bgroup health plan shall be reimbursed for group health plan continuation coverage they elect to receive under the Consolidated Omnibus Budget Reconciliation Act (COBRA) election made by the Executive with respect for up to 24 months, provided a member of Executive’s family provides timely notice to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on health plan administrator of Executive’s death or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementPermanent Disability.

Severance. Subject Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) The Company shall pay to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of Employee an amount equal to the sum of (i) eighteen (18) months of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as Employee’s base monthly salary in effect on the date the Employee’s employment terminates, (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to Section 9 below, payment shall be made in a lump sum sixty (60) days following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of termination), 50% of which the Employee’s termination (“Covered Dependents”) shall be paid entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Executive upon the first business day following the six month anniversary Employee as active employees of the date of termination of employment Company and the remainder of which shall be paid to the Executive in equal installments each month thereafter their dependents for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount maximum period equal to the product number of (xmonths for which the Company is obligated to pay the Employee’s base salary pursuant to Section 3(a) above. Should the multiple set forth on ATTACHMENT 1 and (y) Employee for himself or herself or his or her Covered Dependents elect to continue participation in the sum Company’s plans, the end of such continued participation, rather than the termination of the Executive's annual base salary Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Executive's target bonus amount (eachCovered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, as in effect as of immediately prior to the Closing), (B) in lieu right of the benefit set forth Employee to continue to participate in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares such programs shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect terminate as of the date of termination). In the event that the Executive Employee is first eligible to receive participate in a major medical benefit program maintained by a successor employer, and the severance benefits provided for by right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s rights under this Section 4.4(a3(b), the Executive shall not be Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the Company’s major medical and dental benefit plans become eligible to receive severance benefits under any other Company plan, policy, or agreementfor alternative employer sponsored major medical benefit coverage.

Severance. Subject If, during the Term, other than within twelve (12) months following a Change in Control, the Executive experiences a Termination of Employment, either (a) by the Employer without Cause pursuant to Section 4.1(a)(2); or (b) by the Executive for Good Reason pursuant to Section 4.1(b)(2), then, upon his Termination of Employment, the Employer will pay in lieu of any severance payment applicable under any general severance policy (which Executive acknowledges he is not eligible for due to this Agreement) severance to the Executive in an amount equal to one (1) times his Annual Base Salary then in effect (the “Severance Pay”), with such amount payable in substantially equal cash installments not less frequently than monthly over the twelve-month period following Executive's continued compliance ’s Termination of Employment (the “Severance Payment Period”). So long as the Executive complies with his obligations under the requirements of Sections 5.2, 5.3, 6, 7 and 8 of this Agreement, the Company Severance Pay shall have no obligation to commence on the Executive other than: first payroll period (ithe “Initial Payment”) occurring on or after the 60th day following the Executive’s Termination of Employment (the “Severance Delay Period”). The Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period and the remaining Severance Pay shall continue until the expiration of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, Severance Payment Period subject to the provisions of Section 409A of this Agreement. If the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which Executive shall be paid entitled to receive Severance Pay pursuant to this Section 4.2, then, in addition to any Severance Pay payable to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid pursuant to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in this Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)4.2, the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachEmployer shall, until such time as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible for Medicare, or some similar health care coverage provided by state or federal governments, or eligible to receive participate in or be covered by the severance benefits provided health plans of any employer other than the Employer, pay on the Executive’s behalf, or reimburse the Executive, for the cost of COBRA premiums incurred by this Section 4.4(a), the Executive shall not be eligible for his individual health coverage for the twelve (12) months following Termination of Employment (with any additional amounts incurred to receive severance benefits under any other Company plan, policy, or agreement.procure family coverage being the sole responsibility of the

Severance. (a) Subject to Section 6(b) below, if Executive’s employment is terminated prior to the Executive's continued compliance with his obligations under this Agreement, end of the Term by the Company without Cause or by Executive for Good Reason, Executive shall have no obligation be entitled to the Executive other than: receive a severance payment equal to (i) the payment 12 months of the Executive's earned Base Salary, and unpaid compensation through the effective date of such termination; (ii) 75% of the target Annual Bonus for the compensation year in which such termination occurs. Such severance payment of any deferred bonusshall be paid in 12 equal monthly payments commencing with the first payroll following such termination, subject provided the Executive has executed and delivered to the provisions Company, and has not revoked a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns, and such other persons and/or entities as the Company may determine, in a form reasonably acceptable to the Company. Such general release shall be delivered on or about the date of termination and must be executed within fifty-five (55) days of termination. (b) If Executive’s employment is terminated prior to the end of the Term by the Company without Cause or by Executive for Good Reason, and such termination occurs within six (6) months prior to a Change in Control or within twelve (12) months after the Change in Control, Executive shall be entitled to receive, in addition to any severance pursuant to Section 6(a) above, an additional 12 months of Executive’s Base Salary, and an additional 25% of the target Annual bonus. (c) Notwithstanding the foregoing, (i) any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the CodeCode and the regulations and official guidance issued thereunder (“Section 409A”)) that is/are required to be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (iiiii) for purposes of any such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of an amount equal “nonqualified deferred compensation” hereunder, then the Executive will not be deemed to have terminated employment until the Executive incurs a “separation from service” within the meaning of Section 409A. (d) If Executive's employment is terminated prior to the sum end of the Executive's annual Base Salary plus Term by the Executive's Maximum Bonus Amount (as Company without Cause or by Executive for Good Reason, and if Executive is eligible for and elects to continue to participate in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan ’s medical and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's dental benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)programs pursuant to COBRA, the Company shall will continue to pay the same portion of Executive's medical and dental insurance premiums under COBRA as during active employment (for Executive a lump sum cash amount equal to and eligible spouse and dependents) until the product of earlier of: (x1) 12 months from Executive's cessation from employment; or (2) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance for medical and/or dental insurance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementfrom another employer.

Severance. Subject (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the Executive's continued compliance with his obligations under this Agreementexpiration of the Initial Term, the Company shall have no obligation pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to subsections (c), (d), and (e). (b) If during the provisions Term of this Agreement there is a CC Termination upon a Change in Control or within one year thereafter, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 409A of the Code; (iii7(a)) the payment of payable in a lump sum in cash in an amount equal to the sum of of: (i) the Executive's annual Employee’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of terminationsuch CC Termination), 50% of which shall be paid and (ii) the Employee’s Average Annual Bonus, subject to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; subsections (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(bc), (cd) and (de). (c) Subject to Section 7(c), any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (v60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Severance Payment will be made on the Company's Supplemental Executive Retirement Plan ’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and (vi) executive outplacement benefits, except agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as otherwise required by law or Exhibit B by the terms of 45th day following the Company's benefit plans Employee’s separation from service and not revoking the release within the seven (excluding severance plans); PROVIDED7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, that the Severance Payment will be paid in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal second calendar year. Employee’s right to the product Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum this Agreement. If Employee breaches any of the Executive's annual base salary and the Executive's target bonus amount (eachhis obligations in Sections 8-11 of this Agreement, as in effect as of he will immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned return to the Company in exchange for a refund any portion of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect Severance Payment that has been paid to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal him pursuant to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement7.

Severance. Subject Provided Executive signs and delivers, and does not revoke, a general release in a form acceptable to the Executive's continued compliance with his obligations under this AgreementCompany in its sole discretion, (x) Executive shall be entitled to receive a severance payment equal to two (2) weeks of base salary for every full year that Executive was employed by the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusGroup, subject to the provisions of Section 409A of the Code; (iii) the a minimum payment of an amount equal to the sum thirty-nine (39) weeks base salary and a maximum payment of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount fifty-two (as in effect as of the date of termination)52) weeks base salary, 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the if Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoproperly elects COBRA coverage, the Company shall pay will make payments to the Executive over insurance provider(s) equal to the amount due for Executive’s COBRA coverage payments for a 24-month period in of time equal monthly installments to the product number of (x) two and (y) the sum weeks of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the ’s severance payments or until Executive is eligible to receive health benefits under another medical plan, whichever is sooner (by way of example only, if Executive is entitled to a severance payment equal to thirty weeks’ base salary because he/she has been employed by the severance benefits provided Company for by this Section 4.4(a)fifteen (15) years, the Company will make monthly payments to the COBRA insurance provider for the first thirty weeks of COBRA coverage, assuming Executive has executed and not revoked the release and has not otherwise become eligible to receive benefits under another medical plan). Executive agrees to give the Company notice immediately if he/she becomes eligible to receive benefits under another medical plan. The release agreement shall be provided to the Executive during the first month of the Notice Period. The severance payment based on tenure with the Company shall be paid in a lump sum within ten (10) days following the expiration of the Notice Period, provided that Executive has executed the release agreement, returned it to the Company, and allowed the revocation period therefor to expire, by the end of the Notice Period. The release agreement will provide, among other things, for the general release of any and all claims that Executive may have against the Group and its officers, directors, employees and agents, whether known or unknown, and whether at common law or arising under any statute, including but not limited to statutes relating to discrimination and whistleblowing, and also will require Executive to keep the terms of the release confidential, subject to appropriate carve outs as required by law. Executive shall not be eligible entitled to receive severance any other payment of any kind, except (a) as expressly provided in this Agreement, (b) earned wages or accrued vacation time that remains due and payable, and (c) benefits to the extent that Executive is entitled to accrued benefits under the express terms of any other Company plan, policy, plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the relevant plan documents or agreementapplicable law.

Severance. Subject to If the Executive terminates this Agreement and his employment with the Company for Good Reason or if the Executive's continued compliance ’s employment with his obligations under this Agreement, the Company shall have no obligation is terminated by the Company for any reason other than for Cause, including non-renewal of this Agreement by the Company (but not including any circumstances that would give rise to a payment to the Executive other than: (ipursuant to Section 3.3(a) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiihereof), the Company shall pay severance to the Executive a lump sum cash as follows: (i) severance pay in an amount equal to 1.0 times the product Executive’s then-current annual base salary, such amount to be paid in equal installments over the 12-month period immediately following the date of termination in accordance with the Company’s normal payroll practices with such installments to be no less frequent than monthly and to commence on the first payroll date following the date of termination; and (xii) all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the multiple set forth on ATTACHMENT 1 Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (y30) days after the sum date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the Executive's annual base salary benefit plans, policies and arrangements; and (iii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive's target bonus amount ’s COBRA premiums for such coverage (each, as at coverage levels in effect as of immediately prior to the Closing), Executive’s termination) until the earlier of: (A) the expiration of a period of twelve (12) months from the date of termination or (B) in lieu the date upon which the Executive becomes covered under similar plans of the benefit any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in clause the foregoing items (ivi) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned and (iii) hereof are defined as the “Severance Indemnity.” The Executive’s receipt of the foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company in exchange for of a refund separation and release agreement acceptable to the Company governing the termination of the full purchase price within 30 days following such return employment relationship between the Executive and (C) in lieu the Company and the Executive’s release of all claims against all members of the benefit set forth in clause Avadel Group of Companies and their employees, officers, directors and contractors, and allowing the applicable revocation period required by law to expire without revoking or causing revocation of same, within sixty (iv60) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by Executive’s employment. Any Severance Indemnity payments that the Executive with respect would otherwise be entitled to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but receive prior to the first anniversary of time the Closing, aforementioned release becomes effective and irrevocable shall be accumulated and paid in lieu of a lump sum after the benefit set forth in clause (iii) release becomes effective and irrevocable; and if the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay permissible period during which the Executive over a 24-month may execute and deliver the release and during which the applicable revocation period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event could expire spans more than one calendar year, any payments that the Executive is eligible entitled to receive during such period shall be accumulated and paid in a lump sum only in the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsubsequent calendar year.

Severance. During the Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the Executive's continued compliance with his obligations under this Agreementsatisfaction of the Release Condition, all within 60 days from the Company shall have no obligation to the Executive other than: Date of Termination, (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company Employers shall pay the Executive a lump sum in cash in an amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) 2.0 times the sum of (A) the Executive's annual base salary and ’s current Base Salary (or the Executive's target bonus amount (each, as ’s Base Salary in effect as of immediately prior to the Closing)Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the Date of Termination; and (ii) if the Executive was participating in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesEmployers’ group medical, any Purchased Parent Shares shall be returned vision and dental plan immediately prior to the Company in exchange for a refund Date of Termination, then the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, Employers shall provide the Executive will be paid with a lump sum cash amount within 30 days following the date of termination of employment payment equal to any (A) 18 times the amount withheld of monthly employer contribution that the Employers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted SharesEmployers; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause and (iii) the amounts payable under Subsections (i) and (ii) shall be paid in a lump sum within 60 days after the benefits set forth Date of Termination; provided, however, that if the 60-day period begins in clause (A) one calendar year and ends in a second calendar year, such amounts shall be paid in the immediately preceding proviso, second calendar year no later than the Company shall pay the Executive over a 24last day of such 60-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementday period.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, With respect each employee of the Company who is listed in SECTION 5.07(b)(1) OF THE COMPANY DISCLOSURE SCHEDULE (the "LEVEL 1 EMPLOYEES"), Parent shall have no obligation cause the Change in Control Agreement or Severance Agreement to which such employee is a party and is in effect at the Executive other than: (i) Effective Date to be honored in accordance with its terms, PROVIDED, HOWEVER, that the payment reference, if any, to "two times" contained in the definition of "Applicable Incentive Amount" in any Change in Control Agreement shall be disregarded. With respect to each employee of the Executive's earned and unpaid compensation through Company who is listed IN SECTION 5.07(b)(2) OF THE COMPANY DISCLOSURE SCHEDULE (the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination"LEVEL 2 EMPLOYEES"), 50% Parent shall cause each such employee whose employment is terminated by Parent or its Affiliates (or by the employee if (and only if) on account of which shall be paid to a reduction in the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued employee's base pay or annual target bonus percentage under the Company's Supplemental Executive Retirement Management Incentive Plan and or a relocation of the employee's primary work site of more than 40 miles) within the one year period following the Closing Date to receive over a 15 month period such percentage of such employee's annual base pay as is equal to 125% plus 100% of such employee's annual target bonus percentage. With respect to each employee of the Company who is not a Level 1 Employee or a Level 2 Employee (vi) executive outplacement benefitsthe "LEVEL 3 EMPLOYEES"), except as otherwise required Parent shall cause each such employee whose employment is terminated by law Parent or by its Affiliates within the terms of one year period following the Closing Date to receive severance payments equal to those payable pursuant the Company's benefit plans Severance Pay Plan as in effect on the date hereof (excluding the "SEVERANCE PLAN") and shall not exercise any retained right to amend or to terminate the Severance Pay Plan and shall not exercise any right to issue a "severance plans); PROVIDEDpay award" under the Severance Pay Plan for the purpose of diminishing the entitlement to these payments. For up to 12 months following a termination of employment entitling a Level 2 or Level 3 Employee to severance payments, Parent shall subsidize such employee's COBRA continuation coverage in an amount that allows such employee to continue to participate in the event that Company's medical program on the same basis as similarly situated active employees. Notwithstanding the foregoing, no Level 2 or Level 3 Employee shall be entitled to severance benefits if (i) such termination employee's employment is within six months following the Closing, (A) in lieu of the benefit terminated by Parent or its Affiliates for any reason set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum Section 3.3 of the Executive's annual base salary Severance Plan or by reason of death or disability or (ii) such employee fails to execute a release of claims in favor of Parent and the Executive's target bonus amount (each, as its Affiliates in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date form that is six months after the Closing but prior reasonably acceptable to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementParent.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: If your employment is terminated (i) by the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Company other than for Cause or (ii) by you for Good Reason (as defined below), in addition to the payment Accrued Amounts and in lieu of any deferred bonuspayments or benefits under any other Company separation policy or program, subject to the provisions of Section 409A of the Code; you will be entitled to: (iiiA) the a payment of an amount equal to the sum of the Executive's annual twelve (12) months of your Base Salary plus twelve (12) months of your Target Annual Bonus Opportunity (the Executive's Maximum Bonus Amount amount of such payment, the “Severance Amount”); and (as B) a payment equal to the premiums that you would pay if you elected continued health coverage under the Company’s health plan for you and your eligible dependents for the twelve (12) month period following the Termination Date, less the applicable active employee rate, which premiums will be calculated based on the rate determined under the COBRA rate in effect as of on the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; Termination Date (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d“Medical Benefit Payment”); (v) subject to provided that any delays in the provisions settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Internal Revenue Code, immediate payout of benefits previously accrued under as amended (the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii“Code”), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount Treasury Regulations thereunder (each, as “Section 409A”) shall remain in effect as of immediately prior effect. The Company’s obligations to make the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return payments and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and provide the benefits set forth in clause (A) and (B) in the immediately preceding proviso, this Section 3(b) shall be conditioned upon your continued compliance with your obligations under Section 4 below and your execution and nonrevocation of a release of claims in favor of the Company and its affiliates in a form provided by the Company (“Release”). Notwithstanding any provision to the contrary herein (other than the provisions of Section 7 below), and without limitation of any remedies to which the Company may be entitled, (I) the Severance Amount shall pay be paid in installments in accordance with the Executive over Company’s regular payroll practices during a 24-twelve (12) month period in equal monthly installments commencing within sixty (60) days following the product of Termination Date (x) two with the first such payment to include all installment amounts from the Termination Date), and (yII) the Medical Benefit Payment shall be paid in a lump sum of within sixty (60) days following the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event Termination Date; provided that the Executive Release is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementeffective.

Severance. If Employee is asked to resign or is terminated as City Manager, then Employee shall be paid for any accrued, but unused, vacation and administrative leave, but not accrued sick leave. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A California Government Code section 53260 and 53261, Employee shall also be eligible to receive two severance benefits: first, a cash payment equivalent to the sum of Employee’s then-current monthly base salary multiplied by six (6) months, with an additional one month for every full year of service thereafter up to a maximum of twelve (12) months of severance; and second, provided Employee timely elects COBRA coverage, reimbursement for Employee’s monthly COBRA-eligible health benefits, at then-current coverage levels, for six (6) months, with an additional one month for every full year of service thereafter up to a maximum of twelve (12) months of reimbursed COBRA coverage, and subject to Employee’s payment of the Code; 2% administrative fee. Eligibility for severance benefits is expressly conditioned upon Employee’s execution of (iiii) the payment a waiver and release of any and all of Employee’s claims against City, its Councilmembers, officers, and employees, and (ii) a covenant not to sue any of those parties. The parties intend this provision to comply with California Government Code section 53260, which limits severance benefits to an amount equal to the sum Employee’s monthly salary multiplied by the number of months remaining on the unexpired term of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid Agreement. The parties also intend this term to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to comply with the provisions of Section 409A California Government Code section 53261, which limits health benefits, which may be continued for a maximum number of months remaining on the unexpired term of the Code, immediate payout of benefits previously accrued under Agreement or until Employee finds other employment (whichever occurs first). The cash payment will be made in a lump sum based on timing set forth in the Company's Supplemental Executive Retirement Plan waiver and (vi) executive outplacement benefits, except release. All normal payroll taxes and withholdings as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) be made with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned amounts paid under this section. Employee expressly agrees to provide notice to the Company in exchange for a refund City within five (5) business days of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharesaccepting employment elsewhere, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the City’s obligation to pay for any further health benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event terminate upon receiving notice that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementEmployee has accepted such alternative employment.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) If Executive’s employment is terminated by the payment of Company without Cause or by Executive for Good Reason, and subject to Executive’s compliance with the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusconditions set forth in SECTION 3.3, Executive shall, subject to the provisions of Section 409A this SECTION 3.2, be entitled to a severance payment consisting of (A) a cash amount equal to 2.99 times the sum of the Code; current calendar year’s Base Salary and the prior year’s Annual Cash Incentive Bonus, (B) health insurance benefits for 36 months from the termination date at no charge to Executive, and (C) acceleration to 100% vested status for all stock, stock option and other equity awards to the extent such awards (other than stock options and stock appreciation rights) are not subject to performance-based vesting for purposes of qualifying as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “CODE”). If no Annual Cash Incentive Bonus was paid for the year before the year in which termination occurs, for purposes of the bonus component of the severance payable under (A) of the preceding sentence, Executive shall be entitled to 2.99 times the amount of discretionary bonuses paid to Executive within the 12 month period preceding termination. (ii) If the severance payment is to be made as result of termination by the Company without Cause or by Executive for Good Reason within 12 months after a Change of Control, payment of the entire cash severance amount will be made in a lump sum on Executive’s date of termination. If the Company otherwise terminates Executive without Cause or Executive otherwise terminates his employment for Good Reason, Executive shall receive half of the cash severance amount in a lump sum within 15 days after the date of termination and half the number of months of health insurance benefit continuation. Executive shall not be entitled to the remainder of the cash severance payment, or the second half of health insurance benefits continuation, unless Executive gives notice to the Company within 30 days before the conclusion of 50% of the Non-Compete Term that he agrees to comply with SECTION 2.3(c) and SECTION 2.4 for the remainder of the Non-Compete Term and, in consideration therefor, desires to receive the remainder of the severance payment and an extension of health insurance benefits, in which event Executive shall be entitled to the additional health insurance benefits and the remainder of the cash severance payment, payable in a lump sum within 15 days after the date of the conclusion of 50% of the Non-Compete Term. (iii) Executive shall not be under any duty or obligation to seek or accept other employment following a termination of employment pursuant to which a severance payment under this SECTION 3.2 is payable and the payment amounts due Executive pursuant to this SECTION 3.2 shall not be reduced or suspended if Executive accepts subsequent employment or earns any amounts as a self-employed individual. (b) If Executive’s employment is terminated because of an death or Permanent Disability Executive, in the case of Permanent Disability, or to his surviving spouse (or to his estate if Executive’s spouse does not survive him), in the case of Executive’s death, shall be entitled to: (i) his pro rata Base Salary and pro rata Target Annual Cash Incentive Bonus through the date of termination for the year in which the termination occurs, plus a lump sum amount equal to the sum greater of: (1) the remainder of the Executive's annual Base Salary that would have been earned by Executive under this Agreement between the time of his Death or Permanent Disability and the expiration of the then-current term of this Agreement, or (2) 12 months of Base Salary plus his Target Annual Cash Incentive Bonus for the Executive's Maximum Bonus Amount (as in effect as of the date year of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (vii) subject to the provisions full acceleration of Section 409A vesting for all stock, stock option and other equity awards. If Executive’s employment is terminated because of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law death or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Permanent Disability Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld ’s family members covered by the Company in connection with any Section 83(bgroup health plan shall be reimbursed for group health plan continuation coverage they elect to receive under the Consolidated Omnibus Budget Reconciliation Act (COBRA) election made by the Executive with respect for up to 36 months, provided a member of Executive’s family provides timely notice to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on health plan administrator of Executive’s death or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementPermanent Disability.

Severance. Subject to If (x) within six months after the Executive's continued compliance with his obligations under this AgreementEffective Date, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusconsummates a Change in Control, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior upon or subsequent to the Closing), (B) consummation of such Change in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return Control and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the ClosingEffective Date, in lieu the Executive incurs a Separation from Service by reason of a termination of the benefit set forth Executive’s employment by the Company without Cause or by the Executive for Good Reason, then, subject to the Executive signing, within fifty (50) days following the Termination Date, and not revoking a release of claims in clause (iii) and substantially the benefits set forth in clause (form attached hereto as Exhibit A) in the immediately preceding proviso, the Company shall pay shall: (i) Pay to the Executive Executive, in equal installments over a the twenty-four (24-) month period following the Termination Date in accordance with the Company’s regular payroll practice, an amount equal monthly installments to the product of (x) two and (y) the sum of the Executive's annual Annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible would have been entitled to receive if the severance benefits provided Executive had continued his or her employment hereunder for by a period of twenty-four (24) months following the Termination Date, which amounts shall be payable commencing on the Company’s first payroll date occurring on or after the 60th day following the Termination Date (the “First Payroll Date”), and any amounts that would otherwise have been paid pursuant to this Section 4.4(a), 3(a)(i) prior to such payroll date shall be paid in a lump-sum on the First Payroll Date; and (ii) Pay to the Executive an amount equal to two (2) times the Executive’s Target Annual Bonus, payable in a lump-sum on the First Payroll Date. Each payment under this Section 3 shall be treated as a separate payment for purposes of Code Section 409A. The payments under this Section 3 shall not be eligible deemed salary or other compensation to receive severance the Executive for the purposes of computing benefits to which he or she may be entitled under any pension plan or other arrangement of the Company planor its Affiliates maintained for the benefit of its employees, policy, unless such plan or agreementarrangement expressly provides otherwise.

Severance. Subject If the Employment Period ends as a result of either (A) Executive’s employment by the Company being terminated by the Company without Cause (as defined in Section 4(d)) or (B) Executive resigning from Executive’s employment by the Company for Good Reason (as defined in Section 4(d)), then, subject to the Executive's continued compliance with his obligations under this AgreementSection 4(c) hereof, the Company shall have no obligation shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusfollowing, subject to the provisions of Section 409A of the Code; 11 hereof: (iiii) the payment of an amount equal to the lesser of (A) $1,000,000 and (B) the sum of the (x) Executive's ’s annual Base Salary plus in effect on the Executive's Maximum Employment Termination Date and (y) the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (such lesser amount, the “Cash Severance”) (provided that, notwithstanding the foregoing, if the Employment Termination Date occurs prior to Executive having received a Year End Bonus Amount for calendar year 2014, then the Cash Severance shall be $1,000,000), with fifty percent (50%) of the Cash Severance payable to Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in effect Section 4(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of termination)the Employment Termination Date, 50% of which LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the Executive upon General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first business sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the six month anniversary Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the date Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause (B)(y) above shall be replaced with “the greater of termination (X) Executive’s Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015 (with such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and (ii) a pro-rata portion (determined by multiplying the amount of employment Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the remainder denominator of which shall be paid to is 365) of Executive’s target Year End Bonus for the Executive in equal installments each month thereafter for six months; calendar year (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefitswith such target Year End Bonus being, except as otherwise required by law or expressly specified in Section 3(d) hereof, as reasonably determined by the terms Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the Employment Termination Date relative to the hurdles set) in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company's benefit plans ; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (excluding severance plansii) exceed an amount equal to $1,000,000 minus the amount of Cash Severance; and if the amount of Cash Severance is equal to $1,000,000 then no pro rata Year End Bonus will be payable pursuant to this clause (ii); PROVIDED, that in the event that such termination is within six months following the Closing, and (iii) subject to (A) in lieu Executive’s timely election of continuation coverage under the benefit set forth in clause Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (iii“COBRA”), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu Executive’s continued copayment of premiums at the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.same level

Severance. Subject 6.1 In the event of a termination of the Executive’s employment by the Company for Cause, by the Executive without Good Reason, due to the expiration of the Term or as a result of the Executive’s death, the Executive shall be entitled to (i) his Base Salary earned but unpaid through and including the date of the termination of his employment, (ii) any unpaid bonus that is earned and accrued for any completed Fiscal Year, and (iii) any benefits or payments to which the Executive is entitled under any Company plan, program, agreement, or policy (collectively, “Accrued Amounts”). 6.2 In the event the Executive’s employment is terminated as a result of a Change in Control (as defined below) as determined by the Board in its sole discretion, by the Company without Cause (which does not include termination due to expiration of the Term) or by the Executive for Good Reason during the Term, the Executive shall be entitled to the Accrued Amounts and, subject to the Executive's continued compliance with his obligations under this Agreement’s signing, returning to the Company and not revoking a release of claims for the benefit of the Company, in the form provided by the Company (the “Release”), the Executive shall be entitled to receive, and the Company shall be obligated to provide, the following severance benefits; provided, that, if the Executive should fail to execute such Release within 45 days following the later of (i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within five (5) calendar days following the Executive’s termination date), the Company shall not have no obligation any obligations to provide the severance payments contemplated under this Section 6.2: (a) Payment to the Executive other than: of an amount equal to the lesser of (i) 2.99 times the Base Salary in the year of such termination or (ii) the amount of Base Salary owed to the Executive for the remainder of the Term, in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date; (b) Payment to the Executive of an amount equal to one hundred percent (100%) of the Bonus opportunity actually earned for the year prior to the year of termination, if any; this amount shall be paid in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date; (c) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Executive on the day immediately preceding the day of termination of employment; provided, however that (i) the payment Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Executive's earned Code; and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject Executive elects continuation coverage pursuant to the provisions Consolidated Omnibus Budget Reconciliation Act of Section 409A 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide the Executive with such health coverage until the earlier of (A) the date the Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (B) twelve (12) months from the termination date; and (d) The vesting of the CodeOption will accelerate on the date of termination as to that number of shares that would have become vested if the Executive had remained employed by the Company until the date twelve (12) months following the termination date. For avoidance of doubt, the Executive shall not be entitled to any severance benefits pursuant to this Section 6.2 if his employment is terminated by the Company for Cause, by the Executive without Good Reason or due to the Executive’s death or the expiration of the Term; provided that, in the event that the Executive’s employment is terminated by the Company for Cause or is terminated by the Executive without Good Reason (iii) a “Discretionary Severance Event”), the payment of Board (without the Executive’s participation), in its sole and absolute discretion, may choose to pay the Executive an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as payments referred to in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (csubsections 6.2(a) and (d); b) above, payable in twenty-four (v24) subject monthly payments, beginning within sixty (60) days following the termination date. Notwithstanding anything in this Section 6.2 to the provisions of Section 409A of the Codecontrary, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such the 60 day post-termination is within six months following period, during which the Closingpayments referred to in subsections 6.2(a) and (b) above are required to be made, (A) begins in lieu one taxable year of the benefit set forth Executive and ends in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum second taxable year of the Executive's annual base salary , the payments referred to in subsections 6.2(a) and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (Bb) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares above shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that second taxable year (and within such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination60 day period). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject to Except as otherwise provided in Section 8, if the Executive's continued compliance ’s employment hereunder is terminated during the Employment Term, following the Executive’s initial twelve (12) months of employment, by the Company or is terminated due to expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with his obligations under this AgreementSection 3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, the Company Executive shall have no obligation be entitled to the Executive other than: receive as severance (subject to Section 9): (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum Executive’s base salary as in effect immediately prior to the date of the Executive's annual Base Salary plus ’s termination of employment for twelve (12) months, payable, commencing no later than sixty (60) days following such termination, in equal installments in accordance with the Company’s payroll procedures during the twelve (12) months following the date of the Executive's Maximum Bonus Amount ’s termination (such twelve-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect as from time to time for active employees of the date Company; and (iii) a pro rata portion (based on the number of days the Executive was employed by the Company during the calendar year of termination), 50% ) of which shall be paid to any incentive bonus otherwise payable in accordance with Section 4(b) for the Executive upon the first business day following the six month anniversary of the date year of termination of employment and the remainder of Executive’s employment, payable no earlier than the date on which shall be such bonus, if any, would have been paid to under the Executive in equal installments each month thereafter for six months; (iv) treatment applicable plan or policy of the New Parent Restricted Shares (andCompany absent such termination of employment, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A but no later than March 15 of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months calendar year immediately following the Closing, (A) in lieu calendar year of the benefit set forth such termination. With respect to any such continued medical and dental benefits described in clause (iii)ii) of the first sentence of this Section 7 for which the Executive is eligible, (I) if the Company cannot continue such benefits, the Company shall pay the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a lump sum cash amount equal successor employer (and the Executive’s eligibility for any such benefits shall be reported by the Executive to the product of Company); and (xIII) the multiple set forth Executive’s period of “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deemed to commence on ATTACHMENT 1 and (y) the sum date of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of ’s termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementemployment.

Severance. Subject In lieu of any severance pay or severance benefits otherwise payable to the Executive's continued compliance with his obligations Employee under this Agreementany plan, policy, program or arrangement of the Company or its subsidiaries, the following shall apply: (a) If there is a Termination (as herein defined) of the Employee’s employment with the Company at any time within twelve (12) months after the occurrence of a Change of Control (as herein defined), such Employee shall have no obligation be entitled to the Executive other than: receive a lump-sum severance payment equal to (i) the payment of the Executive's earned and unpaid compensation through the effective date fifty percent (50%) of such termination; employee’s then current salary plus (ii) fifty percent (50%) of the payment amount of any deferred bonus, subject such employee’s most recently paid regular bonus (excluding special bonuses) attributable to a full calendar year’s service to the provisions of Section 409A Company (or, if higher, the amount of the Code; (iii) the payment of an amount equal bonus attributable to a calendar year’s service which was paid to the sum Employee immediately prior to the Change of Control). All outstanding Stock Options granted to the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Employee which are not vested and exercisable as of the date of termination)Termination shall become vested and exercisable as of such date and shall remain exercisable for the periods prescribed in the Stock Option Plan. The Employee, 50% of which shall such Employee’s spouse and eligible dependents will continue to be paid provided with medical and dental benefits for the twelve (12)-month period following such Employee’s Termination on the same basis as provided to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms active employees of the Company's benefit plans . Following such twelve (excluding severance plans); PROVIDED12)-month period, that the Employee, such Employee’s spouse and eligible dependents will begin eligibility for continuation of medical and dental coverage in the event that such termination is within six months following the Closing, (A) in lieu accordance with Section 4980B of the benefit set forth in clause Internal Revenue Code of 1986, as amended (iiithe “Code”), the . The Employee shall have no duty to mitigate damages by seeking other employment. The Company shall pay the Executive a lump sum cash amount equal have no right to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) offset hereunder with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld compensation or benefits received by the Company Employee from or in connection with any employment subsequent to such Employee’s Termination of employment with the Company. (b) If the Employee voluntarily terminates employment with the Company for any reason other than “Good Reason” (as herein defined) during the twelve (12)-month period following a Change of Control as described in Section 83(b2(a) election made by below, the Executive with respect Employee will not be entitled to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on any severance payment or after the date that is six months after the Closing but prior to the first anniversary acceleration of the Closing, in lieu vesting of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementunvested Stock Options.

Severance. Subject Upon termination of employment pursuant to Sections 8.2 or 8.4 (but in any event not upon termination of this Agreement pursuant to Sections 8.1, 8.3, 8.5 or upon expiration of this Agreement or otherwise), and so long as the Executive executes a release in the Company’s customary form and the Executive has not breached any of his representations or covenants set forth herein, the Company shall pay to Executive, in addition to any other payments the Executive may be entitled to pursuant to the Executive's continued compliance with his obligations under terms of this Agreement, the Company shall have no obligation following: (a) an amount equal to the Executive other than: greater of (ix) the payment amount of Base Salary due and owing Executive through the expiration of the Executive's earned Term (such amount to be calculated based upon his then current Base Salary), and unpaid compensation through (y) one (1.25) times his then applicable Base Salary, and (b) an amount equal to a pro rata portion (based upon the effective portion of the Fiscal Year elapsed to the date of such termination; ) of the Annual Bonus which would have been payable to the Executive had Executive been employed by the Company under this Agreement for the entire Fiscal Year in which such termination occurs. All amounts payable pursuant to Sections 8.2(c), 8.2(d) or 9(a) shall be paid to Executive in a lump sum in cash, not later than ten (ii10) days after the payment date of termination of this Agreement. Amounts, if any, payable pursuant to Section 9(b) shall be paid to Executive in a lump sum in cash, simultaneously with the payment, if any, of Annual Bonus to the Company’s other executives, for the applicable Fiscal Year in which this Agreement is terminated. (c) The aggregate of all payments or benefits made or provided to Executive, in either cash and/or equity compensation, provided, if applicable, under Sections 8 and 9 of this Agreement and under all other plans and programs of the Company shall be referred to as the “Aggregate Payment”. (d) In the event that the Aggregate Payment is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Code and an Excise Tax is thereafter applicable, then if reducing the Aggregate Payment to an amount which is one dollar less than the amount of the Aggregate Payment which could be made to the Executive before any deferred bonusportion of the Aggregate Payment becomes subject to Excise Tax, results in the net after-tax amount to be received by the Executive being greater than the net after-tax amount to be received by the Executive prior to such reduction when taking into account the Excise Tax which would be paid by the Executive, then the Aggregate Payment shall be reduced (first by reducing cash payments and then by reducing any payments or benefits under any other Plan, arrangement or agreement) to an amount which is one dollar less than the amount of the Aggregate Payment which could be made to the Executive before any portion of the Aggregate Payment become subject to Excise Tax. (e) Any calculations and/or determinations which are required to be made in order to give effect to the provisions of Section 409A 9(d) above shall be made by the Company’s independent auditor or, if such independent auditor is unwilling or unable to serve in this capacity, such other nationally recognized accounting or tax firm selected by the Company with the consent of the Code; (iii) person serving as the payment Chief Executive Officer of an amount equal the Company immediately prior to the sum Change of Control, which consent shall not be unreasonably withheld. (f) Upon termination of employment pursuant to Sections 8.2(a), 8.2(b), 8.2 (e) or 8.4, then the Executive's annual Base Salary plus ’s unvested equity issued by the Executive's Maximum Bonus Amount (as in effect as of Company to Executive prior to the date of termination), 50% shall continue to vest for a period of which shall be paid to one (1) year from the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementdate.

Severance. During the Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the Executive's continued compliance with his obligations under this Agreementsatisfaction of the Release Condition, all within 60 days from the Company shall have no obligation to the Executive other than: Date of Termination, (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company Employers shall pay the Executive a lump sum in cash in an amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) 1.75 times the sum of (A) the Executive's annual base salary and ’s current Base Salary (or the Executive's target bonus amount (each, as ’s Base Salary in effect as of immediately prior to the Closing)Change in Control, if higher) plus (B) in lieu the Executive’s Incentive Compensation determined on the Date of Termination (or the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned Executive’s Incentive Compensation determined immediately prior to the Company Change in exchange for a refund of the full purchase price within 30 days following such return and Control, if higher); and (Cii) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, if the Executive will be paid was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum cash amount within 30 days following the date of termination of employment payment equal to any (A) 18 times the amount withheld of monthly employer contribution that the Employers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted SharesEmployers; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause and (iii) the amounts payable under Subsections (i) and (ii) shall be paid in a lump sum within 60 days after the benefits set forth Date of Termination; provided, however, that if the 60-day period begins in clause (A) one calendar year and ends in a second calendar year, such amounts shall be paid in the immediately preceding proviso, second calendar year by the Company shall pay the Executive over a 24last day of such 60-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementday period.

Severance. During the Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the Executive's continued compliance with his obligations under this Agreementsatisfaction of the Release Condition, all within 60 days from the Company shall have no obligation to the Executive other than: Date of Termination, (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company Employers shall pay the Executive a lump sum in cash in an amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) 2.25 times the sum of (A) the Executive's annual base salary and ’s current Base Salary (or the Executive's target bonus amount (each, as ’s Base Salary in effect as of immediately prior to the Closing)Change in Control, if higher) plus (B) in lieu the Executive’s Incentive Compensation determined on the Date of Termination (or the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned Executive’s Incentive Compensation determined immediately prior to the Company Change in exchange for a refund of the full purchase price within 30 days following such return and Control, if higher); and (Cii) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, if the Executive will be paid was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum cash amount within 30 days following the date of termination of employment payment equal to any (A) 18 times the amount withheld of monthly employer contribution that the Employers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted SharesEmployers; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause and (iii) the amounts payable under Subsections (i) and (ii) shall be paid in a lump sum within 60 days after the benefits set forth Date of Termination; provided, however, that if the 60-day period begins in clause (A) one calendar year and ends in a second calendar year, such amounts shall be paid in the immediately preceding proviso, second calendar year by the Company shall pay the Executive over a 24last day of such 60-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementday period.

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

Severance. Subject Should the Executive experience a termination of employment during the Employment Period pursuant to Section 6.1(e) or Section 6.1(f) above, then, subject to Executive executing, and failing to revoke during any applicable revocation period, a general release of all claims against Employer and its Affiliates in a form acceptable to the Employer within forty-five (45) days after Executive's continued compliance with his obligations under this Agreement’s termination of employment, the Company Executive shall have no obligation to the Executive other than: be entitled to: (i) the a lump sum payment of the Executive's earned and unpaid compensation through the effective date of such termination; equal to one (1) times his then current Base Salary; (ii) the a lump sum payment of any deferred bonus, subject equal to the provisions of Section 409A of the Codeone (1) times his then current cash bonus target amount; and (iii) the a lump sum payment of an amount equal to a prorated bonus for the sum of bonus period during which the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required occurs determined by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, multiplying (A) in lieu of the benefit set forth in clause bonus, if any, Executive would have been entitled to receive for such bonus period if Executive’s employment had not terminated (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (xbased on actual performance during such bonus period) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), by (B) in lieu a fraction, the numerator of which is the benefit set forth in clause (iv) number of days Executive was employed with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company during the applicable bonus period and the denominator of which is the total number of calendar days in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect bonus period. Subject to any Purchased Parent SharesSection 6.7, the Executive such lump sum payment under this Section will be paid a lump sum cash amount within 30 made no later than sixty (60) days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is Executive’s Separation from Service on or after the date the Executive’s employment is terminated, provided, that is six months after if such period of 60 days spans two taxable years, the Closing but prior severance will be paid in the second taxable year, and provided, further, that the prorated bonus referred to in Section 6.4(iii) above will be paid at the same time bonuses for the applicable bonus period, if any, are paid to the first anniversary of Company’s executive officers generally. Severance payments do not result in extending employment beyond the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementtermination date.”

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: The equivalent of: (i) the payment twelve (12) months of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual ’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Cash Severance”); provided, 50% however, that of which such amount nine (9) months of Executive’s Base Salary shall initially be paid, and the remaining three (3) months of the Executive’s Base Salary shall only be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu Company stockholders have received a minimum liquidating distribution pursuant to that certain Plan of Dissolution of the benefit set forth in clause (iii)Company, as approved by the Board on December 19, 2023, of at least $0.05 per share and all obligations of the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachhave been paid, reserved, or otherwise resolved under applicable law, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld determined by the Company Board in connection with any Section 83(bits discretion (the “Contingent Severance Conditions”); (ii) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that Solely in the event that such the Contingent Severance Conditions are fulfilled, as determined by the Board in its discretion, twelve (12) months (i.e., 1x) of Executive’s target Annual Bonus for the applicable bonus year in which the termination is on or after of employment occurs, subject to standard payroll deductions and withholdings (the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause “Annual Bonus Severance”); and (iii) twelve (12) months of the cost of Executive’s COBRA premiums needed to continue Executive’s medical, dental and vision insurance coverage (including coverage for eligible dependents, if applicable) (the “CIC COBRA Severance”), subject to standard payroll deductions and withholdings; provided, however, that of such amount nine (9) months of Executive’s CIC COBRA Severance shall initially be paid, and the benefits set forth in clause remaining three (A3) months of Executive’s CIC COBRA Severance shall only be paid in the immediately preceding provisoevent the Contingent Severance Conditions are fulfilled, as determined by the Company shall pay Board in its discretion. The CIC Cash Severance, Annual Bonus Severance, and CIC COBRA Severance will be paid in a lump sum within sixty (60) days following Executive’s Separation from Service, provided the Executive over a 24-month period Separation Agreement (as described in equal monthly installments the product of (x) two and (y) the sum Paragraph 8) has become effective; provided, however, that any such portion of the Executive's annual Base Salary plus CIC Cash Severance, Annual Bonus Severance, and CIC COBRA Severance that are payable only upon the Executive's Maximum Bonus Amount (as in effect as fulfillment of the date of termination). In Contingent Severance Conditions will be paid in a lump sum within sixty (60) days following the event Board’s determination that the Contingent Severance Conditions have been fulfilled. Executive may, but is eligible to receive not obligated to, use the severance benefits provided for by this Section 4.4(a), CIC COBRA Severance payment toward the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementcost of COBRA premiums.

Severance. Subject If employment with the Company should be terminated by the Company for Cause, or by the Employee without Good Reason (in which case the Employee will provide not less than ninety (90) days written notice to the Executive's continued compliance with his obligations under this AgreementBoard), and if there has not been a “Change in Control” within the Company shall have prior twelve (12) months, no obligation further compensation will be payable to Employee other than Employee’s base salary, any bonus earned but unpaid for the Executive immediately preceding annual performance period and other than: (i) the payment of the Executive's earned compensation accrued and unpaid compensation payable through the effective date of such termination; . If employment with the Company should be terminated (i) within twelve (12) months of a “Change in Control” of the Company or (ii) without Cause or for Good Reason, the payment Company agrees that Employee will be paid severance compensation, in equal amounts over a period of any deferred bonuseighteen (18) months in accordance with the Company’s normal payroll practices, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to eighteen (18) months of Employee’s then current monthly base salary plus a pro-rated amount of any bonus that would have been earned under the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount Company’s short-term incentive plan (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business based on Employee’s last day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid all applicable performance) provided all applicable performance conditions are met. In addition, if Employee elects to continue Employee’s health insurance pursuant to the Executive in equal installments each month thereafter for six months; Consolidated Omnibus Budget Reconciliation Act (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiiCOBRA), the Company shall pay the Executive a lump sum cash amount equal (or reimburse to the product of (xEmployee) the multiple set forth on ATTACHMENT 1 and (y) the sum “employer share” of the Executive's annual base salary and COBRA premiums at the Executive's target bonus amount (each, same level as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld was contributed by the Company in connection with during Employee’s employment. Employee’s receipt of any Section 83(bsuch severance payment or COBRA premium is subject to execution by Employee and C▇▇▇▇▇▇▇ of an agreement achieving mutually acceptable terms on matters such as: (a) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDEDreturn of all C▇▇▇▇▇▇▇ property, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policydocuments, or agreementinstruments; (b) no admission of liability on the part of C▇▇▇▇▇▇▇; (c) general release of any and all claims; (d) non-disclosure as described in this Agreement; (e) non-solicitation of employees and customers as described in this Agreement; (f) non-competition as described in this Agreement; (g) cooperation as described in this Agreement; and (h) mutual (bi-lateral) non-disparagement.

Severance. Subject In the event that Employee is subject to the Executive's continued compliance with his obligations under this Agreementa Change in Control Involuntary Termination, the Company Employee shall have no obligation be entitled to the Executive other thanreceive severance benefits as follows: (iA) the a lump sum cash payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of in an amount equal to two (2) times the sum higher of (1) the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of base salary which shall be paid Employee was receiving immediately prior to the Executive upon Change in Control or (2) the first business day following the six month anniversary of the date of termination of employment and the remainder of base salary which shall be paid Employee was receiving immediately prior to the Executive Change in equal installments each month thereafter for six months; Control Involuntary Termination (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d“Salary Payment”); (vB) subject a lump sum cash payment in an amount equal to two (2) times Employee’s Target Annual Bonus (the “Bonus Payment”); (C) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by Change in Control pursuant to the terms of the Company's benefit plans Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (excluding severance plans“COBRA”) or other applicable law through the earlier of the end of the twenty four (24) month period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (D) payment of any earned but unpaid annual bonus for the year immediately preceding the year of termination, to be paid at the time the Company pays bonuses with respect to such year to its executives generally (and in all events between January 1st and March 15th of the calendar year immediately following the calendar year in which such termination of employment occurs). The benefits to be provided under clauses (a)(i) and (a)(ii)(A) and (B) of this section shall be paid on the sixtieth (60th) day following Employee’s termination of employment; PROVIDEDexcept that if a Change in Control occurs after the applicable Change in Control Involuntary Termination, then the Unvested Equity Value Payment, Salary Payment and Bonus Payment shall be payable in a lump sum on the date of such Change in Control. The benefits to be provided under clause (a)(ii)(C) of this section shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment, or, if earlier, the next payroll cycle following Employee’s execution of a release of claims against the Company and the expiration of any statutory waiting period (with a catch-up payment covering any payments that would have been made prior to such first payment had such payments commenced on the date of Employee’s termination of employment). In addition, all payments and benefits under Section 2(a)(i) and (ii) (other than the Accrued Benefits) are subject to Employee’s continued compliance with the Restrictive Covenants and release of claims against the Company as set forth in Section 1(a). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that such termination the provision of subsidized COBRA benefits to Employee is within six months following likely to cause the Closing, (A) in lieu Company to become subject to excise tax as a result of the benefit set forth in clause Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (iiithe “Healthcare Reform Act”), the Company shall pay the Executive Employee a lump sum monthly amount in cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum amount of the Executive's annual base salary and COBRA subsidy during the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to period the Company in exchange is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for a refund of the full purchase price within 30 days following such return all salary, bonuses and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect unpaid vacation accrued as of the date of terminationEmployee’s termination of employment (the “Accrued Benefits”) and up to three (3) consecutive months of outplacement services not to exceed $5,000 per month (with a provider and in a program selected by the Employee, provided Employee commences such services within ninety (90) days of Employee’s Change in Control Involuntary Termination date). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject A. Any bargaining unit employee who is laid off (“Laid Off Unit Employee”) for economic or other reasons (except for discharges covered under sections (A), (B), (C), and (D) of Article 15 (Discipline and Discharge)) shall, subject to execution of a standard Company separation agreement, receive gross severance equal to eleven (11) weeks’ salary, plus, for unit employees with at least three (3) full years of service, an additional one (1) week’s salary per full year of service, starting with the Executive's continued compliance third full year of service, and a maximum severance payment of eighteen (18) weeks’ severance. B. Any bargaining unit employee who is discharged under section (D) of Article 15 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance equal to seven (7) weeks’ salary, plus, for unit employees with his obligations under this Agreementat least four (4) full years of service, an additional one (1) week’s salary per full year of service, starting with the fourth full year of service, and a maximum severance payment of fourteen (14) weeks’ severance. C. All severance payments shall be paid as a lump payment. D. Any bargaining unit employee who receives severance pursuant to paragraphs (A) and (B), and who was receiving medical, dental and vision benefits through the Company shall have receive, by separate lump sum payment, the monetary equivalent of the Employer’s share of the monthly COBRA premium, plus the full administrative surcharge, for the portion of the severance period for which they are no obligation longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly COBRA amount to the Executive other than: carrier, the lump sum COBRA payment shall be adjusted for taxes so that the terminated employee’s monthly out of pocket financial share of health insurance premium is the same as their out of pocket financial share of premiums during employment. E. Terminated bargaining unit employees may link to or embed published Work Product. F. For a period of six (i6) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of months from the date of termination)a bargaining unit employee’s lay off, 50% the Laid Off Unit Employee shall have the right of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that refusal in the event that such termination their position, or a substantively identical position, is established by the same vertical or department within six months following which the Closing, Laid Off Unit Employee previously worked. A Laid Off Unit Employee shall have five (A5) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 business days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following from the date of termination of employment equal written offer from the Company, to any amount withheld by accept such reestablished position. G. The Company shall offer Laid Off Unit Employees the Company in connection with any Section 83(b) election made by the Executive with respect option to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date purchase a laptop computer that is six months after the Closing but prior two (2) years or older, was previously supplied to the first anniversary a Laid Off Unit Employee, and has been erased of the Closing, in lieu all information. The cost of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company such computers shall pay the Executive over a 24-month period in equal monthly installments the product be discounted to take account of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)depreciation. In the event that the Executive is eligible order to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company planpurchase a laptop computer, policy, or agreementa Laid Off Unit Employee must have returned all company property to the Company.

Severance. In lieu of any severance pay or severance benefits otherwise payable to the Employee under any plan, policy, program or arrangement of the Company or its subsidiaries, the following shall apply: a. Subject to Section 3(d), if there is a Termination (as herein defined) (but excluding by the Executive's continued compliance with his obligations under this AgreementEmployee for Good Reason) other than during the Change of Control Period (as herein defined), the Employee shall be entitled to receive (i) a lump-sum severance payment equal to nine-months of his then-current annual base salary, and (ii) his Annual Bonus with respect to any completed year for which the Employee has not yet been paid, based on actual performance, paid at the time that executives are generally paid their annual bonuses for the applicable bonus year but in any event no later than March 15 of the calendar year following the last day of such completed year. b. Subject to Section 3(d), if there is a Termination of the Employee’s employment with the Company during the Change of Control Period, the Employee shall have no obligation be entitled to receive (i) a lump-sum severance payment equal to (A) one hundred percent (100%) of his then current annual salary plus (B) the amount of his then-current bonus target (or, if higher, the amount of any Annual Bonus paid in respect of the calendar year prior to the Executive other thancalendar year of termination of employment), (ii) his Annual Bonus with respect to any completed year for which the Employee has not yet been paid, based on actual performance, paid at the time that executives are generally paid their annual bonuses for the applicable bonus year but in any event no later than March 15 of the calendar year following the last day of such completed year and (iii) accelerated vesting, effective upon such Termination, with respect to 100% of his outstanding equity-based awards (if any): provided, that vesting of any performance-based awards shall be governed by and determined in accordance with the applicable governing documents. c. Subject to Section 3(d), following a Termination, the Employee shall be reimbursed for the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in excess of the cost of such benefits that active employees of the Company are required to pay, for a period of twelve (12) months (or until the Employee obtains individual or family coverage through alternative coverage, if earlier) (the “COBRA Period”), provided that the Employee elects COBRA coverage and subject to the conditions that: (i) the payment of Employee is responsible for promptly notifying the Executive's earned and unpaid compensation through Company if the effective date of such termination; Employee obtains alternative insurance coverage, (ii) the payment of any deferred bonus, subject to Employee will be responsible for the provisions of Section 409A entire COBRA premium amount after the end of the CodeCOBRA Period; (iii) if the Employee declines COBRA coverage, then the Company shall not make any alternative payment of an amount equal to the sum Employee in lieu of paying for COBRA premiums, and (iv) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Employee. d. The severance pay and severance benefits described in the foregoing provisions of this Section 3 are expressly conditioned upon the Employee’s execution and delivery of the Executive's annual Base Salary plus Company’s customary general waiver and release of claims in favor of the Executive's Maximum Bonus Amount (as Company and its affiliates, that has become effective and irrevocable in effect as of accordance with its terms within 60 days following the date of termination), 50% termination of which shall be paid to the Executive upon the first business day following the six month anniversary of employment. All payments (including any payments that would have been made between the date of termination of employment and the remainder effective date of which such release but excluding any payments in respect of equity awards) shall be paid to made as soon as practicable but in any event within 10 days following the Executive effective date of such release; provided that if such 60-day period spans two calendar years, in equal installments each month thereafter for six months; (iv) treatment of no event will any payments or benefits that constitute “deferred compensation” within the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended from time to time (the “Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii”), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary day of such second calendar year. Any payments in respect of the Closing, settlement of equity awards (including equity awards that vested in lieu accordance with this Section 3) shall be made in accordance with the agreements governing such grants. e. Upon termination of the benefit set forth in clause (iii) Employee’s employment for any reason, this Agreement shall terminate and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay not have any obligation to provide any compensation or benefits to the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum Employee except as specifically contemplated herein. Upon termination of the Executive's annual Base Salary plus Employee’s employment for any reason, whether voluntarily or involuntarily, the Executive's Maximum Bonus Amount (Employee shall be deemed to have resigned from all positions, directorships, and memberships held with the Company or any of its affiliates, whether as in effect as an employee, officer, director, trustee, consultant, or otherwise, and such resignations shall be effective upon such termination of employment without any other action required by the Employee. The Employee hereby agrees to execute all documentation reasonably requested by the Company to effectuate the foregoing, or otherwise authorizes the officers of the date of termination). In the event that the Executive is eligible Company to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementexecute all such documentation on his/her behalf.

Severance. Subject In no way limiting the Company’s policy of employment at will: (a) If Employee’s employment with the Company is terminated by the Company without Cause or by Employee with Good Reason prior to the Executive's continued compliance Expiration Date, and provided that all of the following have occurred within 60 days following the termination of Employee’s employment with the Company (such 60th day being referred to as the “Release Date”): (i) Employee first signs and delivers to the Company a Confidential Severance and Release Agreement in substantially the same form as that attached hereto as Exhibit B (the “Release Agreement”), (ii) any revocation right of the Employee under such Release Agreement shall have expired, and (iii) such Release Agreement shall have become effective, Employee shall be entitled to receive severance compensation equal to 75% of his annual Base Salary and Target Bonus for purpose of the MIP in effect for the year in which the Termination Date occurs (determined regardless of the actual results of the Company for that year), payable in nine (9) monthly installments equal to one-ninth of such severance compensation, subject to required withholding, payable at the end of each of the next nine (9) full calendar months following the first full calendar month following the Release Date. (b) Notwithstanding anything to the contrary herein contained, except to the extent required by law, the Company shall not be required to pay any amounts under this Section 5 or elsewhere in this Agreement if Employee is in breach of any of its obligations under this Agreement or any other Agreement with the Company, including without limitation, any obligation relating to the treatment of Company confidential information and any non-compete obligation. (c) If Employee’s employment with the Company is terminated for Cause or death or Disability, or Employee resigns without Good Reason, Employee shall be entitled to receive only: (i) Employee’s Base Salary earned and payable through the Termination Date; (ii) any accrued but unused vacation/time off to the extent required under applicable law; (iii) reimbursement for all incurred but unreimbursed expenses to the extent Employee is entitled to be reimbursed; and (iv) any other earned but unpaid compensation, if applicable, as of the Termination Date. (d) For purposes of this Agreement, the Company following terms shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit meanings set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.below:

Severance. Subject (a) Upon termination of General Manager’s employment by District pursuant to Section 15(a) herein, and if General Manager timely executes and delivers to District an original Separation Agreement and General Release in the Executive's continued compliance form attached hereto as Attachment 4, and does not thereafter timely exercise his right to revoke said Separation Agreement and General Release, General Manager shall receive his earned income and a severance allotment as follows: (1) Cash for all uncompensated accrued earnings and vacation and sick (2) leave (in accordance with Section 7 herein) as of the effective date of termination; and A severance allotment as follows: An amount equal to six (6) months’ salary of General Manager and six (6) months of medical insurance and life insurance benefits on the same basis as District is providing such benefits immediately prior to termination of employment. However, if the unexpired term of the Employment Agreement is less than six (6) months, the severance allotment shall be in an amount equal to General Manager’s monthly salary multiplied by the number of full months left on the unexpired term of this Employment Agreement along with the corresponding medical and life insurance benefits for such number of months. MCSD GM Agreement 1107555.1 7 (b) Notwithstanding the foregoing in Section 16(a), if the basis for the "just cause" for termination pursuant to Section 15(a) herein is that the General Manager engaged in any of the activities listed on Attachment 3, which attachment is incorporated herein by this reference, upon termination of General Manager’s employment for such reason(s), General Manager shall receive his obligations under earned income as follows: (1) Cash for ail uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the effective date of the termination; and (2) No severance allotment shall be paid. (c) Upon termination of General Manager’s employment pursuant to Section 15(b) herein, General Manager shall receive his earned income as follows: (1) Cash for all uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the effective date of the termination ; and (2) No severance allotment shall be paid. (d) Upon expiration of the term of the Agreement without a renewal by the District, General Manager shall receive his earned income as follows: (1) Cash for all uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the effective date of the termination; and (2) No severance allotment shall be paid. 1107555.1 (e) In accordance with Government Code Sections 53243 and 53243.2, and notwithstanding any other provision of this Agreement, the Company parties hereto agree as follows: (1) To the extent, if any, that General Manager is paid leave salary and benefits pending an investigation, General Manager shall fully reimburse District for such leave salary and benefits if General Manager is convicted of a crime involving an abuse of his office or position; and (2) If General Manager receives any severance allotment or other cash settlement from District upon termination of this Agreement, General Manager shall fully reimburse District for such severance allotment or cash settlement if General Manager is convicted of a crime involving an abuse of his office or position. For purposes of this subsection (e) the phrase "abuse of office or position" shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (meaning as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Government Code Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement53243.4.

Severance. Subject to If (a) the Executive's continued compliance Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason or (b) the Employee is not offered continuing employment on substantially the same terms as set forth herein in connection with his obligations under this Agreementa Change of Control, then, in either case, the Company shall have no obligation pay to the Executive other thanEmployee, as severance, an aggregate amount equal to: (i) his then current base salary during the payment of the Executive's earned and unpaid compensation through twelve-month period commencing on the effective date of such termination; the termination of Employee’s employment relationship with the Company (the “Severance Period”) and (ii) an amount equal to twelve times the monthly amount that the Company paid for the Employee’s participation in the Company’s health insurance plan during the month immediately preceding the Termination Date. All of the foregoing amounts shall be payable pro rata over the Severance Period in accordance with the Company’s normal payroll practices. Additionally, any bonus amounts earned as of the end of a fiscal year but not paid as of the Termination Date shall be paid to the Employee in a manner consistent with payment of any deferred bonus, subject such bonus amounts to the provisions of Section 409A Company’s other senior management employees notwithstanding the subsequent termination of the Code; Employment Period. All benefits, including health insurance benefits, offered by the Company shall cease as of the Termination Date and the Employee may elect to continue his participation in the Company’s health insurance benefits at the Employee’s expense pursuant to COBRA by notifying the Company in the time specified in the COBRA notice to be delivered by the Company to the Employee as of the Termination Date and by the Employee paying the monthly premium himself. Notwithstanding the foregoing, the Company shall not make any payments pursuant to this Section 1.2 to the Employee unless and until (iiix) the Employee executes and delivers to the Company a general release in substantially the form of Exhibit A attached hereto (the “Release”), (y) such Release is executed and delivered to the Company within twenty-one (21) days after the Termination Date and (z) all time periods for revoking such Release have lapsed (the “Release Period”). Once the executed Release is delivered to the Company, if any payments pursuant to this Section 1.2 had been deferred pending the receipt of such Release, the first payment of following such delivery shall be in an amount equal to the sum of total amount to which the Executive's annual Base Salary plus Employee would otherwise have been entitled to during the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day period following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six monthsif such deferral had not occurred; (iv) treatment of the New Parent Restricted Shares (andprovided, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDEDhowever, that in the event that such termination is within six months following the ClosingRelease Period begins in one calendar year but ends in a subsequent calendar year, (A) then the first payment hereunder shall in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall no event be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary day of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsubsequent calendar year.

Severance. Subject to (a) If the Executive's continued compliance with his obligations under this Agreement, Term is terminated by the Company shall have no obligation to the Executive other than: for Cause, (i) the payment of Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive's earned ’s accrued and unpaid compensation base salary through the effective date of such termination; (ii) all unvested options and unvested restricted stock will terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (b) If the Term is terminated by the Executive other than because of death, Disability or for Good Reason, (i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted stock will terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (c) If the Term is terminated upon the Executive’s death or Disability, (i) the Company and the Partnership will pay to the Executive’s estate or the Executive, as the case may be, a lump sum payment equal to the Executive’s base salary through the termination date, plus a pro rata portion of the Executive’s bonus for the fiscal year in which the termination occurred; (ii) the payment Company will make payments for one (1) year of any deferred bonus, subject all compensation otherwise payable to the provisions of Section 409A of the Code; Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits; (iii) the payment of an amount equal to the sum all of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount ’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months1) year thereafter; and (iv) treatment all of the New Parent Restricted Shares Executive’s unvested restricted stock will immediately vest and all of the Executive’s restricted stock shall become free from all contractual restrictions; and (andd) Subject to Section 6(e) hereof, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or Term is terminated by the terms Company without Cause or other than by reason of Executive’s death or Disability, in addition to any other remedies available, or if the Company's benefit plans Executive terminates the Term for Good Reason, (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (Ai) in lieu of the benefit set forth in clause (iii), the Company and the Partnership shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 sum of (A) the Executive’s then annual base salary and (B) the amount of the Executive’s bonus for the preceding year, multiplied by (y) the sum greater of (A) two and one-half (2 ½) and (B) a fraction, the numerator of which is the number of days remaining in the Term (without further extension) and the denominator of which is 365; (ii) all of the Executive's annual base salary ’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter; (iii) all of the Executive's target bonus amount (each, as in effect as of ’s unvested restricted stock will immediately prior to the Closing), (B) in lieu vest and all of the benefit set forth in clause Executive’s restricted stock shall become free from all contractual restrictions; and (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares the Company shall be returned also continue in effect the Executive’s health benefits noted in Section 4(c) hereof or their equivalent for a period equal to the Company greater of (X) two and one-half (2½) years or the remaining Term, without further extension or (Y) the date on which the Executive obtains health insurance coverage from a subsequent employer. (e) If, within twenty-four (24) months following a Change in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesControl, the Term is terminated by the Executive will be paid a lump sum cash amount within 30 days following for Good Reason, or by the date of termination of employment equal to any amount withheld Company without Cause, or if the Agreement is not renewed by the Company in connection accordance with Section 1, in addition to any Section 83(b) election made by other rights which the Executive with respect to may have under law or otherwise, the New Parent Restricted SharesExecutive shall receive the same payments and benefits provided for under Section 6(d) hereof; PROVIDED, FURTHERprovided, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary amount of the Closing, in lieu of the benefit set forth multiplier described in clause (iiid)(i)(y)(A) of Section 6 hereof shall be increased from two and one-half (2½) times to three and one-half (3½) times. (f) If at any time the benefits set forth in clause (A) in Term is not extended pursuant to the immediately preceding provisoproviso to Section 1 hereof as a result of the Company giving notice thereunder that it elects to permit the term of this Agreement to expire without extension, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of be deemed to have terminated the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount ’s employment without Cause. (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a)g) As used herein, the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.term “Cause” means:

Severance. Subject (a) If, prior to the Executive's continued compliance with his obligations under expiration of this Agreement, the Company shall have no obligation breaches this Agreement by terminating the Executive's employment for any reason other than Cause (a "Breach"), or during the two year period next following a "Change in Control" (as herein defined) the Executive's employment with the Company is terminated for reasons other than death, disability or Cause ("Termination Upon Change in Control"), in lieu of additional salary payments to the Executive other than: (i) for periods subsequent to the payment of the Executive's earned and unpaid compensation through the effective date of such termination; , the Company shall pay a lump sum severance payment (iitogether with the payments provided in paragraph (c) below, the payment of any deferred bonus, subject "Severance Payments") to the provisions Executive at the time of Section 409A of the Code; (iii) the termination. Such payment of shall be an amount equal to the sum number of years, including fractional years, remaining until this Agreement would expire but for such termination (in any event however, the period shall be not less than two years nor more than the number of years, including the fractional years, from the date of such termination until the Executive's annual Base Salary plus attainment of age 65) multiplied by the sum of (A) the Executive's Maximum Bonus Amount (Base Salary rate as in effect as of the date of termination), 50% termination and (B) the average of which shall be paid the bonus amounts awarded or due to the Executive upon the first business day following the six month anniversary pursuant to Section 3.2 of the date this Agreement. Payment of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Severance Payments provided under this Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that 7 in the event that such of a termination is within six months following which constitutes a Breach by the Closing, (A) in lieu Company will not prohibit Executive from seeking enforcement of the benefit set forth remaining provisions of this Agreement or other remedies for breach of this Agreement. (b) In determining the amount of payments due under any incentive plan or other bonus plan in clause (iii)effect for the year in which the Executive is terminated as a result of a Breach or Termination Upon Change in Control, the Company shall pay the Executive at the time of termination a lump sum cash pro-rata portion of all contingent awards granted under such plans for all uncompleted periods, assuming for this purpose that the amount of each award that would have been paid upon the completion of such period would at least equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum pro rata amount of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu greater of the benefit set forth target or maximum bonus, if any, provided for in clause such plan. (ivc) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the The Company shall pay the Executive over all reasonable legal fees and expenses incurred by the Executive as a 24result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement), unless the decision-month maker in any proceeding, contest or dispute arising hereunder makes a formal finding that the Executive did not have a reasonable basis for instituting such proceeding, contest or dispute, in which event the Executive shall pay to the Company its reasonable legal fees and expenses incurred in the defense of such proceeding, contest or dispute. (d) For the length of the period in equal monthly installments for which severance benefits are provided after any termination pursuant to this Section 7, the product Company shall arrange to provide the Executive with life, disability, accident and group health insurance benefits substantially similar to those which the Executive was receiving immediately prior to the notice of termination. Benefits otherwise receivable by the Executive pursuant to this paragraph (xd) two and (y) shall be reduced to the sum of extent comparable benefits are actually received by the Executive during the period following the Executive's annual Base Salary plus termination, and any such benefits actually received by the Executive's Maximum Bonus Amount Executive shall be reported to the Company. (as e) Nothing contained in effect as of this Section 7 shall prevent the date of termination). In Executive from receiving any and all benefits payable under any severance benefit plan or program maintained by the event that Company to which the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreemententitled.

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

Severance. Subject to Upon the Executive's continued compliance with his obligations under layoff of an employee covered by this Agreement, the Company employee shall have no obligation be entitled to the Executive other than: following: (ia) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) Pay in lieu of the benefit set forth in clause prior notice not given by Anixter Center, (iii)b) Accrued annual leave, the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)if any. In the event that of an employee’s dismissal, he/she shall be entitled to only accrued annual leave, unless an employee has not passed his/her probationary period in which event the Executive employee would not be entitled to any annual leave. In the event of a layoff or position elimination, Anixter Center will offer, when possible, comparable job openings to the affected employee(s) as outlined in Article 10, Sections 2, 3 and 4. Comparable is eligible to receive defined as identical pay and reasonably similar qualifications as the severance benefits provided for by this Section 4.4(a)position the employee formerly held. In the event the employee rejects an offer of a comparable job, the Executive employee forfeits all rights to severance pay. In the event Anixter Center has no comparable positions available, severance pay in the event of a layoff shall be as follows: 1 year but less than 2 years in seniority 5 days 2 years but less than 3 years in seniority 12 days 3 years but less than 5 years in seniority 20 days 5 years in seniority and over 25 days Severance pay will be paid out in the same manner as normal pay, over a period of time, not in a lump sum. Severance pay will cease to be paid when: (a) the applicable limit shown above is reached, or (b) when a comparable opening is offered to the employee, whichever occurs first. An employee’s receipt of severance pay will not jeopardize his/her right to recall, however, an employee shall not exceed her/his allotment of severance pay as outlined above, in any 12 month period regardless of the number of times the employee may be eligible to receive severance benefits under any other Company plan, policy, or agreementlaid off.

Severance. Subject A. The Company shall, in its sole discretion, consider placing a bargaining unit employee affected by a reduction in force in an available job at the Company that is compatible with the employee’s demonstrated skills, knowledge, and abilities. In its sole discretion, any employee who the Company chooses to offer reassignment in lieu of separation, layoff or reduction, will receive the level and type of training that the Company deems necessary for the employee to succeed in the new position. The Company shall provide such retraining at no cost to the Executive's continued compliance with his obligations employee. B. Any bargaining unit employee who is laid off (“Laid Off Unit Employee”) for economic or other reasons (except for discharges covered under this Agreementsections (A), (B), (C), and (D) of Article 17 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance per the chart below. C. Any bargaining unit employee who is discharged under section (D) of Article 17 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance per the chart below. Full Years of Service Laid Off (Section B) Discipline / Discharge (Section C) 0-1 years 12 weeks 8 weeks 4 15 11 6 19 15 7 21 17 8 23 19 9 25 21 10+ 26 21 D. All consecutive time worked without a break in employment of six (6) months or longer, including for a brand prior to acquisition by Vox Media (e.g. Punch, Seeker, Eater, Curbed, Racked, Recode), shall be considered in the severance calculation. E. All severance payments shall be paid as a lump payment. F. Any bargaining unit employee who receives severance pursuant to paragraphs (B) and (C), and who was receiving medical, dental and vision benefits through the Company shall have receive, by separate lump sum payment, the monetary equivalent of the Employer’s share of the monthly COBRA premium, plus the full administrative surcharge, for the portion of the severance period for which they are no obligation longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly COBRA amount to the Executive other than: carrier, the lump sum COBRA payment shall be adjusted for taxes so that the terminated employee’s monthly out of pocket financial share of health insurance premium is the same as their out of pocket financial share of premiums during employment. G. Terminated bargaining unit employees may link to or embed published Work Product. H. For a period of six (i6) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of months from the date of termination)a bargaining unit employee’s lay off, 50% the Laid Off Unit Employee shall have the right of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that refusal in the event that such termination their position, or a substantively identical position, is established by the same vertical or department within six months following which the Closing, Laid Off Unit Employee previously worked. A Laid Off Unit Employee shall have five (A5) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 business days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following from the date of termination written offer from the Company, to accept such reestablished position. I. The Company shall offer Laid Off Unit Employees the option to purchase a laptop computer that is two (2) years or older, was previously supplied to a Laid Off Unit Employee, and has been erased of employment equal all information. The cost of such computers shall be discounted to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect take account of depreciation. In order to be eligible to purchase a laptop computer, a Laid Off Unit Employee must have returned all company property to the New Parent Restricted Shares; PROVIDEDCompany. J. Upon the request of a bargaining unit employee, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the ClosingCompany, in lieu its sole discretion, may convert a portion of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)severance weeks due under this Agreement to paid non- working notice. In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive The employee request shall not be eligible to receive unreasonably denied. Such conversion of severance benefits under into paid non-working notice shall not result in any increase of severance payments, COBRA costs or any other Company plan, policy, or agreementpayments due under this Agreement. This provision shall not be subject to the grievance and arbitration provisions of this Agreement.

Severance. Subject (a) If Executive’s employment is terminated, at the Company’s election at any time, for reasons other than death, Disability, Cause or Voluntary Resignation, or by Executive for Good Reason, Executive shall be entitled to receive severance payments equal to twelve (12) months of Executive’s Base Salary and of the premiums associated with continuation of Executive’s benefits pursuant to COBRA to the Executive's continued compliance with extent that he is eligible for them following the termination of his obligations under employment; provided that if anytime within eighteen (18) months after a Change of Control either (i) Executive is terminated, at the Company’s election at any time, for reasons other than death, Disability, Cause or Voluntary Resignation, or (ii) Executive terminates this Agreement, the Company Agreement for “Good Reason,” Executive shall have no obligation be entitled to the Executive other thanreceive severance payments equal to: (i) the payment two (2) years of the Executive's earned and unpaid compensation through the effective date of such termination; ’s Base Salary, (ii) Executive’s most recent Annual Bonus payment, and (iii) the payment premiums associated with continuation of Executive’s benefits pursuant to COBRA to the extent that he is eligible for them following the termination of his employment for a period of one (1) year after termination. All severance payments shall be made in a lump sum within ten business days of Executive’s execution and delivery of a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns in a form acceptable to the Company. (b) Notwithstanding the foregoing, Executive agrees that in the event that all or a portion of any payment described in Subparagraph (b) of this Section 7 constitutes nonqualified deferred bonus, subject to compensation within the provisions meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code; (iii) ”), and Executive is at such time a specified employee, such payment or payments that constitute nonqualified deferred compensation within the payment meaning of an amount equal the Code shall not be made prior to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount date which is six (as in effect as of 6) months after the date of termination), 50% of which shall be paid to Executive separates from service (within the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A meaning of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject Provided Executive signs and delivers, and does not revoke, a general release in a form acceptable to the Executive's continued compliance with his obligations under this AgreementCompany in its sole discretion, (x) Executive shall be entitled to receive a severance payment equal to two (2) weeks of base salary for every full year that Executive was employed by the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusGroup, subject to the provisions of Section 409A of the Code; (iii) the a minimum payment of an amount equal to the sum twenty-six (26) weeks base salary and a maximum payment of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount fifty-two (as in effect as of the date of termination)52) weeks base salary, 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the if Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoproperly elects COBRA coverage, the Company shall pay will make payments to the Executive over insurance provider(s) equal to the amount due for Executive’s COBRA coverage payments for a 24-month period in of time equal monthly installments to the product number of (x) two and (y) the sum weeks of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the ’s severance payments or until Executive is eligible to receive health benefits under another medical plan, whichever is sooner (by way of example only, if Executive is entitled to a severance payment equal to thirty weeks base salary because he/she has been employed by the severance benefits provided Company for by this Section 4.4(a)fifteen (15) years, the Company will make monthly payments to the COBRA insurance provider for the first thirty weeks of COBRA coverage, assuming Executive has executed and not revoked the release and has not otherwise become eligible to receive benefits under another medical plan). Executive agrees to give the Company notice immediately if he/she becomes eligible to receive benefits under another medical plan. The release agreement shall be provided to the Executive during the first month of the Notice Period. The severance payment based on tenure with the Company shall be paid in a lump sum within ten (10) days following the expiration of the Notice Period, provided that Executive has executed the release agreement, returned it to the Company, and allowed the revocation period therefor to expire, by the end of the Notice Period. The release agreement will provide, among other things, for the general release of any and all claims that Executive may have against the Group and its officers, directors, employees and agents, whether known or unknown, and whether at common law or arising under any statute, including but not limited to statutes relating to discrimination and whistleblowing, and also will require Executive to keep the terms of the release confidential, subject to appropriate carve outs as required by law. Executive shall not be eligible entitled to receive severance any other payment of any kind, except (a) as expressly provided in this Agreement, (b) earned wages or accrued vacation time that remains due and payable, and (c) benefits to the extent that Executive is entitled to accrued benefits under the express terms of any other Company plan, policy, plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the relevant plan documents or agreementapplicable law.

Severance. Subject If the Employment Period ends as a result of either (A) Executive’s employment by the Company being terminated by the Company without Cause (as defined in Section 5(d)(i)) or (B) Executive resigning from his employment by the Company for Good Reason (as defined in Section 5(d)(ii) below), then, subject to the Executive's continued compliance with his obligations under this AgreementSection 5(c) hereof, the Company shall have no obligation shall, in addition to paying Executive any amounts due and payable pursuant to Section 5(a), pay or provide Executive with the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusfollowing, subject to the provisions of Section 409A of 12 hereof: (i) Cash severance (the Code; (iii“Cash Severance”) the payment of an amount equal to the greater of (A) $10,000,000 or (B) two multiplied by the sum of the (x) Executive's ’s annual Base Salary plus in effect on the Employment Termination Date and (y) the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect; provided that A. if the Employment Termination Date occurs prior to Executive having received a Year End Bonus for calendar year 2014, then the Cash Severance shall equal $17,000,000; and provided further that B. if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received Executive's Maximum ’s Year End Bonus Amount for calendar year 2015, the reference to “the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause 3(b)(i)(B)(y) above shall be replaced with “the greater of (X) Executive’s Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015”; with fifty percent (50%) of the Cash Severance payable to Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in effect Section 5(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of termination)the Employment Termination Date, 50% of which LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the Executive upon General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first business sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the six month anniversary Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and (ii) if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014, then a pro-rata portion (determined by multiplying the amount of Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six monthsCompany; and (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (viii) subject to (A) Executive’s timely election of continuation coverage under the provisions Consolidated Omnibus Budget Reconciliation Act of Section 409A 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the CodeCompany (excluding, immediate payout for purposes of benefits previously accrued under calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company's Supplemental Executive Retirement Plan ’s group health plan (to the extent permitted under applicable law and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of such plan) which covers Executive (and Executive’s eligible dependents) during the Company's benefit plans Health Care Reimbursement Period (excluding severance plansdefined below); PROVIDED, provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the conclusion of the Health Care Cost Reimbursement Period (as defined below) reimburse Executive for COBRA premiums, subject to the Company determining that reimbursement of such premiums would not reasonably be expected to result in the event that such termination is within six months following imposition of any excise taxes on the Closing, (A) in lieu Company for any failure to comply with the nondiscrimination requirements of the benefit set forth Patient Protection and Affordable Care Act of 2010, as amended, in clause (iii)each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the period commencing on the date Executive ceases to be employed by the Company shall pay and ending on the Executive a lump sum cash amount equal earliest to the product occur of (x) the multiple set forth on ATTACHMENT 1 and date two years after the Employment Termination Date, (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to date on which the Company in exchange for a refund of the full purchase price within 30 days following such return can no longer provide Executive with COBRA benefits under applicable law and (Cz) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date on which Executive becomes eligible for health care coverage under the plan of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsubsequent employer.

Severance. Subject If Officer’s employment with the Bank is terminated by the Bank or its successors during the term Without Cause, the Bank or its successors shall: (a) pay to Officer a total Severance payment equal to 2.99 years base salary at the highest rate in effect during the twelve (12) month period immediately preceding Officer’s last day of employment plus the average cash award paid to Officer over the last three preceding years from the Executive Incentive Plan. (b) pay any Severance due Officer pursuant to Section 5.4 in installments on the same schedule as he was paid immediately prior to the Executive's continued compliance with his obligations date of termination, each installment to be the same amount he would have been paid under this Agreement if he had not been terminated. In the event of the Officer’s death during the period of time while he is receiving Severance, Officer’s estate will be paid the remaining component of Severance to which the Officer is entitled under the terms of this Agreement. In the event Officer breaches any provision of Section 6 of this Agreement, the Company shall have no obligation Officer’s entitlement to any Severance and benefits, if and to the Executive other than: (i) extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the Executive's earned next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and unpaid compensation through (b), with a continuation of medical benefits at terms no less favorable than the effective health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such termination; (ii) benefits cannot be provided under a plan because Officer is no longer an employee of the payment of any deferred bonus, subject Bank or it is not in the Bank’s best interests to provide such benefits due to the provisions of applicable nondiscrimination requirements set forth in Section 409A 1001 of the Code; (iii) the payment of an Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the sum after-tax cost (estimated in good faith by the Bank) of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)obtaining such benefits, 50% of which or substantially similar benefits, shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; Officer within thirty (iv30) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any amount withheld by such payments if employment is terminated in accordance with the Company in connection with any provisions of Section 83(b5.2(a) election made by the Executive with respect or Section 5.3. Notwithstanding anything to the New Parent Restricted Shares; PROVIDEDcontrary herein, FURTHER, that in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such termination that the employment by that entity is on or after not in violation of Section 6 of this Agreement, the date Bank agrees that is six months after the Closing but prior to the first anniversary payment of the Closing, in lieu Salary and health and medical benefits shall continue for the Severance pay period with no right of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsetoff.

Severance. Subject In the event that, prior to the Executive's continued compliance end of the Specified Period, (a) the Succession Plan does not occur in accordance with his obligations under this the Merger Agreement, and you resign in accordance with the Company shall have no obligation notice and timing procedures for Constructive Termination in the Severance Plan or (b) you experience a termination of your employment without Cause (as defined in the Severance Plan) or as a result of a Constructive Termination (as defined in the Severance Plan, but subject to the Executive other than: section entitled “Waiver of Constructive Termination” below) (each such termination of employment in clauses (a) and (b), a “Qualifying Termination”), you will be entitled to receive (i) the payment of the Executive's any annual bonus or long-term incentive award earned and unpaid compensation through the effective date of such termination; or accrued for a prior performance period that has not yet been paid, (ii) the payment greater of any deferred bonus, subject to the provisions of Section 409A of the Code; (iiiA) the payment of an amount equal to the sum of (x) your then applicable base salary through the Executive's remainder of the Specified Period; and (y) annual Base Salary plus bonuses (based on your target bonus for the Executive's Maximum Bonus Amount year in which the Qualifying Termination occurs) that would have been earned or accrued during the remainder of the Specified Period and (as B) an amount equal to two times the sum of your then applicable annual base salary and target annual bonus for the year in which the Qualifying Termination occurs, (iii) the employer portion of the COBRA continuation premium to cover you and your dependents enrolled under the Corporation’s health, vision and dental plans in effect as of the termination date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment for 12 months and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment reimbursement of up to $25,000 of reasonable and well-documented expenses directly relating to outplacement counselling services obtained by you during the New Parent Restricted Shares 18-month period following your termination date. The amounts in clauses (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (cii) and (d); (viii) subject to will be payable ratably over six months, in accordance with the provisions Corporation’s normal payroll practices, commencing with the payroll period immediately following the date on which the Release Requirements of Section 409A 9(a) of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Severance Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth are satisfied. The reimbursements in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to made as soon as practicable after submission of appropriate expense reports with the Company Corporation, but in exchange for a refund no event later than the end of the full purchase price within 30 days taxable year following the year in which such return and expense was incurred. In the event you experience a termination of employment due to your death or Disability (C) as defined in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesSeverance Plan), the Executive you will be paid entitled to receive a lump sum cash amount within 30 days payment on the 60th day following your termination date, subject to compliance with the date Release Requirements in Section 3.4(c) of termination of employment the Employment Agreement, equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of (1) the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount Accrued Obligations (as defined in the Employment Agreement) and (2) 12 times the employer portion of the monthly COBRA continuation premium to cover you and your dependents enrolled under the Corporation’s health, vision and dental plans in effect as of the termination date. You hereby acknowledge and agree that no severance benefits or payments will be due to you under Section 3 of the Employment Agreement or Section 4 of the Severance Plan in the event of any termination of your employment following the Closing Date. Amounts under this letter agreement that are conditioned on the satisfaction of the Release Requirements will be paid or will commence, if at all, in accordance with the terms of this letter agreement but in no event later than 75 days following your termination date of termination)and only if such Release Requirements have been satisfied prior to such date. In the event that the Executive period for satisfying the Release Requirements of the Severance Plan or under the Employment Agreement begins in one calendar year and ends in a second calendar year, any payment that is eligible to receive conditioned on the severance benefits provided for by this Section 4.4(a), satisfaction of such requirement shall commence in the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsecond calendar year.

Severance. Subject (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the Executive's continued compliance with his obligations under this Agreementexpiration of the Initial Term, the Company shall have no obligation to the Executive other than: (i) the pay Employee a severance payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum twelve months of the Executive's annual Employee’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of on the date of termination), 50% of which shall be paid subject to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), subsections (c) and (d); . (vb) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) the Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the provisions date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, immediate payout of benefits previously accrued under the Severance Payment will be made on the Company's Supplemental Executive Retirement Plan ’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and (vi) executive outplacement benefits, except agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as otherwise required by law or Exhibit B by the terms of 45th day following the Company's benefit plans Employee’s separation from service and not revoking the release within the seven (excluding severance plans); PROVIDED7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, that the Severance Payment will be paid in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal second calendar year. Employee’s right to the product Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum this Agreement. If Employee breaches any of the Executive's annual base salary and the Executive's target bonus amount (eachhis obligations in Sections 8-11 of this Agreement, as in effect as of he will immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned return to the Company in exchange for a refund any portion of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect Severance Payment that has been paid to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal him pursuant to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement7.

Severance. Subject If the Employment Period ends as a result of either (A) Executive’s employment by the Company being terminated by the Company without Cause or (B) Executive resigning from Executive’s employment by the Company for Good Reason, then, subject to the Executive's continued compliance with his obligations under this AgreementSection 4(c) hereof, the Company shall have no obligation shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusfollowing, subject to the provisions of Section 409A of the Code; 11 hereof: (iiii) the payment of an amount equal to the lesser of (A) $1,000,000 and (B) the sum of the (x) Executive's ’s annual Base Salary plus in effect on the Executive's Maximum Bonus Amount Employment Termination Date and (y) the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (such lesser amount, the “Cash Severance”), with fifty percent (50%) of the Cash Severance payable to Executive in a lump sum within sixty (60) days after the date of which the General Release (as defined in effect Section 4(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing within sixty (60) days after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of termination)the Employment Termination Date, 50% of which LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum within sixty (60) days after the Executive upon General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A (as defined below); and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first business sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the six month anniversary Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior; and (ii) a pro-rata portion (determined by multiplying the date amount of termination Executive’s target Year End Bonus for the calendar year in which the Employment Termination Date occurs by a fraction, the numerator of employment which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the remainder denominator of which shall be paid to is 365) of Executive’s target Year End Bonus for the Executive in equal installments each month thereafter for six months; calendar year (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefitswith such target Year End Bonus being, except as otherwise required expressly specified in Section 3(b) hereof, as reasonably determined by the Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the Employment Termination Date relative to the hurdles set) in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company in accordance with Section 3(b) hereof; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (ii) exceed an amount equal to $1,000,000 minus the amount of Cash Severance; and if the amount of Cash Severance is equal to $1,000,000 then no pro rata Year End Bonus will be payable pursuant to this clause (ii); and (iii) subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law or by and the terms of such plan) which covers Executive (and Executive’s eligible dependents) during the Company's benefit plans Health Care Cost Reimbursement Period (excluding severance plansas defined below); PROVIDED, provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the conclusion of the Health Care Cost Reimbursement Period reimburse Executive for COBRA premiums, subject to the Company determining that reimbursement of such premiums would not reasonably be expected to result in the event that such termination is within six months following imposition of any excise taxes on the Closing, (A) in lieu Company for any failure to comply with the nondiscrimination requirements of the benefit set forth Patient Protection and Affordable Care Act of 2010, as amended, in clause (iii)each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the period commencing on the date Executive ceases to be employed by the Company shall pay and ending on the Executive a lump sum cash amount equal earliest to the product occur of (x) the multiple set forth on ATTACHMENT 1 and date three months after the Employment Termination Date (or six months after the Employment Termination Date if the Company has made a Non-Competition Extension Election (as defined in Section 9(a)), (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to date on which the Company in exchange for a refund of the full purchase price within 30 days following such return can no longer provide Executive with COBRA benefits under applicable law and (Cz) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date on which Executive becomes eligible for health care coverage under the plan of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsubsequent employer.

Severance. Subject Purchaser shall, or shall cause one of its Affiliates to, pay to each Continuing Employee who is terminated during the Executive's continued compliance with his obligations under this Agreement, Continuation Period for any reason other than cause or the Company shall have no obligation to the Executive other than: Continuing Employee’s death or disability (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusa “Severed Continuing Employee”), subject to the provisions Continuing Employee’s timely executing and not revoking a release of claims, a lump sum payment in cash equal to two weeks’ base pay for each year of service or portion thereof (taking into account, for this purpose, service as a Continuing Employee as well as service that would be credited to the Severed Continuing Employee under Section 409A 5.7), with a minimum of eight (8) weeks’ base pay, with the Code; base pay determined at the then applicable rate. For this purpose, (iiia) the payment resignation by a Continuing Employee in lieu of an amount equal a requirement that such employee transfer to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect a main work location that is more than 50 miles from his or her main work location as of the date Closing Date, and (b) the termination of termination), 50% a Continuing Employee’s employment by reason of which such employee’s declining a request for such a transfer shall be paid considered termination for a reason other than cause. In addition, to the Executive upon extent a Severed Continuing Employee elects COBRA Continuation Coverage, the amount payable by such Severed Continuing Employee in respect of COBRA premiums during the months that such COBRA Continuation Coverage remains in effect (but only up to the first business day following eighteen (18) months) shall be no more than the six month anniversary of active employee premiums payable for the date of termination of employment same medical and/or dental coverage covering the Severed Continuing Employee and the remainder of which shall be paid to Severed Continuing Employee’s spouse and eligible dependents. Notwithstanding the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (andforegoing, if applicableany Continuing Employee is entitled to severance benefits under an individual severance, Purchased Parent Shares) as described below in Section 4.4(b)employment or similar agreement, (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding such agreement and not this Section 5.6 shall govern, and Continuing Covered Employees shall be entitled to severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal benefits only to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as extent provided in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld Collective Bargaining Agreement or otherwise agreed by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementapplicable union.

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

Severance. (a) Subject to Section 7.1(a) and Section 7.2(b), during the Executive's continued applicable Post-Closing Protected Period, the Buyer shall, or shall cause an Affiliate to, provide any Transferred Employee located in the United States who experiences a termination of employment by or with the Buyer or its applicable Affiliate under circumstances that entitle or would have entitled such Transferred Employee to severance benefits under the applicable severance plan of the applicable Seller Entity effective immediately prior to the date hereof and set forth on Schedule 7.2 (each, a “Seller Severance Plan”) (such termination, a “Qualifying Termination”), with cash severance benefits no less favorable than those set forth in such applicable Seller Severance Plan that would apply in the event of a termination of employment “In Connection with a Change in Control” (as defined in the applicable Seller Severance Plan) (the “Specified Severance Benefits”), with all such cash severance benefits to be conditioned upon execution by such Transferred Employee of a valid release of claims for the benefit of the Seller and the Buyer (or an applicable Affiliate of the Buyer), on a form reasonably acceptable to the Seller and the Buyer. The Buyer shall provide the Seller with notice of all Qualifying Terminations and provide documentation of compliance with his obligations under this Section 7.2, including copies of executed releases of claims, within sixty (60) days of each such Qualifying Termination. Notwithstanding anything to the contrary in this Agreement, the Company provision of severance benefits pursuant to this Section 7.2 shall have no obligation exclude any entitlements or obligations to accelerate the vesting of any equity or equity-based awards of the Buyer then-held by the applicable Transferred Employee. (b) Notwithstanding anything to the Executive other than: contrary in Section 7.1(a), the Seller shall reimburse the Buyer and its Affiliates for the aggregate Specified Severance Benefits and the employer-portion of taxes associated therewith, payable to or for the benefit of any Transferred Employees (except for the employees set forth on Schedule 1.1(i)) who experience a Qualifying Termination during the first [***] of the applicable Post-Closing Protected Period (the “Seller-Covered Qualifying Termination Period” and a Qualifying Termination during the Seller-Covered Qualifying Termination Period, a “Seller-Covered Qualifying Termination”). In connection with the foregoing, (i) within thirty (30) days following the payment Seller-Covered Qualifying Termination Period, the Buyer shall provide to the Seller an invoice setting out the aggregate Specified Severance Benefits and the employer-portion of taxes associated therewith, payable as a result of all Seller-Covered Qualifying Terminations (the Executive's earned “Seller Reimbursement Amount”), and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to Seller shall reimburse Buyer for the provisions of Section 409A of the Code; Seller Reimbursement Amount within forty-five (iii45) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following receipt of such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementinvoice.

Severance. (a) Subject to Section 12, if the Company terminates the Executive's continued compliance with employment (other than For Cause or as a result of the Executive’s death or Disability) pursuant to Section 10(a), or the Executive terminates his obligations under this Agreement, the employment for Good Reason pursuant to Section 10(b): (i) The Company shall have no obligation (subject to Section 11(b) below): (A) pay or cause to be paid to the Executive other than: a lump-sum payment, within ten (i10) the payment calendar days of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusTermination Date, subject to the provisions of Section 409A of the Code; (iii) the payment of in an amount equal to the sum of (x) any unpaid Base Pay through the Executive's annual Base Salary plus Termination Date, (y) payment in respect of any accrued but unused paid time off or sick pay, and (z) payment in respect of any business expenses reimbursable under Section 7 of this Agreement that have been incurred but not reimbursed prior to the Executive's Maximum Bonus Amount Termination Date; (as in effect as of the date of termination), 50% of which shall B) pay or cause to be paid to the Executive upon an amount equal to the sum of (I) 100% of the Executive's Base Pay in effect on the Termination Date (or in effect immediately prior to any reduction contemplated by Section 10 (b)(i)(B) hereof, whichever is higher) and (II) $400,000, such sum payable in twelve (12) monthly installments on the Company's last payroll date of each of the first business twelve (12) calendar months commencing immediately following the 60th day following the six month anniversary of the date of termination of employment and the remainder of which shall Termination Date; and (C) pay or cause to be paid to the Executive, under all circumstances, any other compensation or benefits which may be owed or provided to or i n respect of the Executive in equal installments each month thereafter for six months; (iv) treatment accordance with the terms and provisions of any plans or programs of the New Parent Restricted Shares GENBAND Entities (andthe applicable payments under this Section 11 (a) collectively, the "Severance Payment); provided, however , that if applicablethe Executive is a Specified Employee, Purchased Parent Sharesexcept to the extent that any amounts payable to the Executive as a Severance Payment are not treated as deferred compensation under Section 409A, such as, for example, certain payments pursuant to a separation pay plan, the Severance Payment shall not be provided to the Executive until the earlier of (I) as described below in Section 4.4(b), (c) the expiration of the six-month period measured from the Separation from Service Date and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (xII) the multiple set forth on ATTACHMENT 1 and (y) the sum date of the Executive's annual base salary and death. All payments delayed pursuant to this paragraph shall be pa id, with interest thereon calculated at the "prime rate," as quoted from time to time during the relevant period in the Southwest Edition of The Wall Street Journal, on the first day of the seventh month following the Executive's target bonus amount Separation from Service Date (eachor the date of the Executive's death, if earlier), and all remaining payments due pursuant to this Agreement shall be pa id as otherwise provided herein; (ii) The Executive shall be entitled to reimbursement for, or payment by or on behalf of the GENBAND Entities or any successor entities of, the premium cost for such group health plan coverage for which the Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended ("COBRA") (and which the Executive properly and timely elects to receive with respect to the Executive or any Qualified Beneficiary (as defined in COBRA) whose continued coverage under such GENBAND Entity group health plan is continued and whose coverage derives from being the spouse or a dependent of the Executive) for so long as the Executive or, as in effect appropriate, such Qualified Beneficiary, remains eligible for continuation coverage as of immediately prior contemplated pursuant to COBRA and the Closing), (B) in lieu relevant group health plan of the benefit set forth in clause GENBAND Entities, but i n no event longer than twelve (iv12) months (such period of continued coverage, the "Continuation Period''). The GENBAND Parties shall at the same time as any such action (including payment of any reimbursement) make any payment that may be necessary to ensure that the Executive's after-tax position with respect to any Purchased Parent Shares, any Purchased Parent Shares health and welfare benefits or cash payments received pursuant to this Section 11(a)(ii) is not worse than the Executive's after-tax position in the event such benefits had been provided to the Executive while he was employed by the Company. Any such reimbursement or in-kind benefits provided under this Agreement shall be returned to made or provided by the Company in exchange for a refund GENBAND Parties on or before the last day of the full purchase price within 30 days Executive's taxable year following such return the taxable year in which the expenses are incurred, and (C) in lieu shall also satisfy all other requirements of the benefit set forth in clause (iv) regulations under Section 409A with respect to any Purchased Parent Sharessuch reimbursements. The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and the Executive’s right to such reimbursement or payment of any such expenses will not be subject to liquidation or exchange for any other benefit. Any tax gross-up payment provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive’s taxable year following the taxable year in which the Executive will be paid a lump sum cash amount within 30 days following remits the date related taxes, and shall also satisfy all other requirements of termination of employment equal to any amount withheld by the Company in connection with any regulations under Section 83(b) election made by the Executive 409A with respect to the New Parent Restricted Sharesany such tax gross-ups; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause and (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum If such termination of the Executive's annual Base Salary plus employment occurs within twelve (12) months after a Change in Control, notwithstanding anything to the contrary in any applicable equity award agreement or equity plan, each Equity Award (including, but not limited to, any Equity Awards of Cayman Holdings, including the Class E Shares) granted to the Executive that is outstanding as of the Termination Date shall, without further action, become immediately fully vested, any automatic repurchase rights will fully lapse, and all restrictions with respect thereto shall lapse to the extent such Equity Awards have not otherwise vested, automatic repurchase rights have not lapsed, or any other restrictions with respect thereto have not otherwise lapsed on or prior to the Termination Date. (b) The GENBAND Parties' obligations pursuant to this Section 11 shall be conditioned upon (i) the Executive's Maximum Bonus Amount (as in effect as termination of employment constituting a "separation from service" within the meaning of Section 1.409A-1(h) of the date Department of termination). In Treasury Regulations and (ii) the event that Executive's execution and delivery of a release, in substantially the form attached hereto as Exhibit A, on or prior to the 60th day following the Termination Date, which has not been revoked by the Executive is eligible prior to, and cannot be revoked by the Executive after, such 60th day. Further, for purposes of Section 409A, the Executive's right to receive the severance benefits provided for by installment payments pursuant to this Section 4.4(a)11 shall be treated as a right to receive a series of separate and distinct payments. (c) Notwithstanding any other provision of this Agreement to the contrary, the Executive shall not be eligible to receive severance benefits parties' respective rights and obligations under this Section 11 and under Sections 12 through 30 will survive the expiration of this Agreement, any other Company plan, policy, or agreementexpiration of the Employment Term and the termination of the Executive's employment for any reason whatsoever.

Severance. Subject (a) Effective as of the Closing Date, Buyer shall have in effect a severance plan covering Continued Non-Union Employees that contains terms identical in all material respects to those under Seller's Severance Pay Plan for Management Employees as of the Closing Date. (b) Buyer shall, subject to any applicable laws, provide a special separation allowance for any Continued Employee whose employment with Buyer is terminated involuntarily by Buyer other than for cause on or prior to, in the case of Continued Non-Union Employees, three years after the Closing Date and, in the case of Continued Union Employees, the expiration date of the Collective Bargaining Agreement. Such allowance shall be not less than the sum of four weeks pay plus one week pay for each completed year of service (as determined by aggregating each affected individual's respective service with Seller and Buyer) and shall be payable by Buyer in a lump sum within 30 days after termination of employment. In addition, in the case of each Continued Non-Union Employee described in the first sentence of this Section 9.08(b), Buyer shall pay the Continued Non-Union Employee a lump sum equal to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: excess of (i) the payment actuarial equivalent of the ExecutiveEmployee's earned "potential benefit" under the applicable Buyer's Pension Plans, which such Employee would receive if such Employee's employment continued until three years after the Closing Date and unpaid such Employee's base and incentive compensation through for such deemed additional period was the effective same as in effect on the date of such termination; Employee's termination of employment with Buyer, over (ii) the payment actuarial equivalent of any deferred bonussuch Employee's "actual benefit" under the applicable Buyer's Pension Plans, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)such Employee's termination of employment from Buyer. For the purpose of the foregoing sentence, 50% (i) the term "potential benefit" shall refer to the monthly pension that would have been payable to the applicable Employee commencing on the first day of the month following the latest of (A) the last day of the deemed additional period, (B) Employee's attainment of age 55, or (C) the earlier of (l) the first date as of which the sum of such Employee's age and years of service, as taken into account in determining the actuarial reduction for commencement prior to normal retirement age that is to be applied to his accrued benefit under the applicable Buyer's Pension Plans, equals 75 or (2) such Employee's attainment of age 65, (ii) the term "actual benefit" shall be paid refer to the Executive upon monthly pension payable to such Employee under the first business day following applicable Buyer's Pension Plans commencing as of the six month anniversary date determined in accordance with clause (i) of this sentence, and (iii) the actuarial equivalent of the "potential benefit" and the "actual benefit" shall each be a lump sum payable as of the date of such Employee's termination of employment and from Buyer, determined on the remainder basis of which shall be paid the interest rate used to determine the amount of lump sum distributions and, to the Executive extent applicable, other actuarial assumptions then in equal installments each month thereafter for six months; (iv) treatment effect under the applicable Buyer's Pension Plans. Buyer shall also provide outplacement services to such terminated Continued Non-Union Employee appropriate to the level of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) Employee's position and job responsibilities. Buyer shall also continue to provide or cause to be provided to any such terminated Continued Employee health insurance coverage and group term and universal life insurance coverage at the same rates as described below in Section 4.4(b), (c) and (d); (v) subject for active Continued Employees for a period equal to the provisions number of Section 409A weeks of separation allowance which any such terminated Continued Employee is entitled to from Buyer. Buyer shall have the right to require a release in form reasonably satisfactory to Buyer as a condition for eligibility to receive such separation allowance. The allowance shall not apply to Continued Employees whose employment is terminated due to death or expiration of sick allowance or other authorized leave of absence or who terminate employment voluntarily. If at any time during the three-year period following the Closing Date, Buyer shall assign a Continued Non-Union Employee to work on a regular basis at a location that is more than fifty miles from the location to which such Employee is assigned as of the CodeClosing Date, immediate payout of Buyer shall offer such Employee the option to terminate employment and receive the severance benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that set forth in the event that such termination is within six months following the Closing, (Athis Section 9.08(b) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementreassignment.

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

Severance. Subject If Employee remains employed with the Company through the Successor Commencement Date, or, if prior to the ExecutiveSuccessor Commencement Date, Employee incurs a “separation from service” within the meaning of Section 409A as a result of his employment being terminated for any reason other than for Cause, then, subject to Employee executing and not revoking the Supplemental Separation Agreement, which must become effective and irrevocable no later than the sixtieth (60th) day following Employee's continued “separation from service” within the meaning of Section 409A (or if payment is triggered by the Successor Commencement Date, then the sixtieth (60th) day following the Successor Commencement Date) (in either case, the “Supplemental Release Deadline”), and also subject to Employee's compliance with his obligations under this Agreement, Employee will receive the Company shall have no obligation payments (collectively, the “Severance Payment”) described in Paragraphs 2(a) and 2(b), in all cases subject to the Executive other than: Paragraphs 2(c) and 2(f): (ia) the A lump sum payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus$2,000,000, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount which is equal to the sum of one year of base salary and the annual target bonus, less applicable withholdings, payable within fifteen (15) calendar days following the effective date of the Supplemental Separation Agreement. (b) A lump sum payment, within fifteen (15) calendar days following the effective date of the Supplemental Separation Agreement, in an amount equal to 100% of: (A) the monthly premium that Employee would be required to pay to continue Employee's group plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) at the rates in effect on the date of the Actual Termination Date, multiplied by (B) twelve (12), which payment will be made regardless of whether Employee elects COBRA continuation coverage. (c) If the Supplemental Separation Agreement does not become effective and irrevocable by the Supplemental Release Deadline, Employee will forfeit any right to severance and/or retention payments or benefits under this Agreement. In no event will severance and/or retention payments or benefits be paid or provided unless and until the Supplemental Separation Agreement actually becomes effective and irrevocable. Any severance and/or retention payments due to Employee under this Agreement that would have been made to Employee prior to the Supplemental Separation Agreement becoming effective and irrevocable will be paid to Employee no later than the first Company payroll date on or following the Supplemental Release Deadline and the remaining payments will be made as provided in this Agreement. Notwithstanding the foregoing, in the event Employee's termination of employment occurs at a time during the calendar year where the Supplemental Separation Agreement could become effective in the calendar year following the calendar year in which Executive's annual Base Salary plus termination of employment occurs, then any severance and/or retention payments or benefits under this Agreement will be paid on the Executive's Maximum Bonus Amount first (as 1st) payroll to occur during the calendar year following the calendar year in which the Employee terminates employment or, if later, (i) the Supplemental Release Deadline or (ii) such time required by Paragraph 2(f). (d) For avoidance of doubt, Employee will be entitled to receive the Severance Payment under this Paragraph 2 upon a “separation from service” within the meaning of Section 409A for any reason other than a termination by the Company for Cause. Further, Employee agrees that he is not now and never became eligible for severance benefits under Section 2 of the Change of Control Agreement. Employee and the Company agree that the Change of Control Agreement is void and of no further effect as of the date Transition Period Commencement Date. (e) For purposes of termination)this Agreement, 50% “Cause” means (i) Employee's willful and continued failure to perform the duties and responsibilities of which shall be paid his position that is not corrected within a thirty (30) day correction period that begins upon delivery to Employee of a written demand for performance from the Executive upon Board that describes the first business day following basis for the six month anniversary Board's belief that Employee has not substantially performed his duties; (ii) any act of personal dishonesty taken by Employee in connection with his responsibilities as an employee of the date Company with the intention or reasonable expectation that such may result in substantial personal enrichment of termination Employee; (iii) Employee's conviction of, or plea of employment and nolo contendere to, a felony that the remainder of which shall be paid to Board reasonably believes has had or will have a material detrimental effect on the Executive in equal installments each month thereafter for six months; Company's reputation or business, or (iv) treatment Employee materially breaching Employee's Confidentiality Agreement, which breach is (if capable of cure) not cured within thirty (30) days after the Company delivers written notice to Employee of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementbreach.

Severance. Subject to (a) Termination by the Executive for Good Reason; Termination by the Company Other Than for Cause, Death or Disability, in Either Case Other Than in Connection With a Change in Control. If, during the Employment Term, the Executive terminates her employment with the Company for Good Reason or the Executive's continued compliance with his obligations under this Agreementemployment is terminated by the Company without Cause, and such termination by the Company, or events constituting Good Reason, do not occur in anticipation of or within one year after a Change in Control, the Company shall have no liability or further obligation to the Executive other thanexcept as follows: the Executive shall be entitled to receive (i) within thirty (30) days of such termination of employment, any earned but unpaid Base Salary and any accrued car allowance and expense reimbursement entitlements for the payment period prior to termination and any declared but unpaid bonuses for prior periods which have ended at the time of such termination ("Entitlements"), (ii) any rights to which she is entitled in accordance with plan provisions under any employee benefit plan, fringe benefit or incentive plan ("Benefit Rights"), and (iii) severance compensation equal to twelve (12) months of the Base Salary plus 75% of the amount of the Executive's earned most recently declared and unpaid compensation through the effective date of such termination; paid annual bonus compensation, payable in a lump sum within thirty (ii30) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary days of the date of termination of employment (the "Severance Pay"). Additionally, medical, dental, disability and the remainder life insurance then provided to senior executives of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days continued following the date of termination for a period of twelve (12) months, or at the discretion of the Company, a cash payment shall be made in lieu of such benefits. Further, under the terms of the Incentive Plan, any unvested options awarded to the Executive under the Incentive Plan shall fully vest upon the date of termination of the Executive. Notwithstanding the foregoing, the continuation period for group health benefits under Section 4980B of the Code by reason of the Executive's termination of employment equal to any amount withheld by with the Company shall be measured from her actual date of termination of employment. As a condition of receiving the Severance Pay under this Section 7(a), the Executive agrees to execute a release substantially in the form of Exhibit C 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 Section 83(b) election made by the Executive disagreements with respect to the New Parent Restricted Shares; PROVIDEDsuch employment, FURTHER, that in the event except that such termination release shall not release the Company from its obligations to pay the Executive the Entitlements, the Benefit Rights and the Severance Pay provided for in this Section 7(a). If the Executive's employment is on or after the date that is six months after the Closing but terminated as provided in this Section 7(a) prior to the first anniversary declaration and payment of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisobonus compensation under this Agreement, the Company annual bonus amount used for determining Severance Pay shall pay the Executive over a 24-month period in equal monthly installments the product of be deemed to be $187,500 (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive which amount shall not be eligible multiplied by 75% in the Severance Pay calculation). The deemed bonus compensation referenced in the preceding sentence is not intended to receive severance benefits under any other Company plan, policy, or agreementbe indicative of the appropriateness of the amount of bonus compensation as may be determined from time to time by the Compensation Committee.

Severance. Subject to In the Executive's continued compliance with his obligations under this Agreement, event of your Involuntary Termination or your termination of employment by the Company without Cause, you or your estate shall have no obligation be entitled to receive, on the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date 30th day following your Separation from Service as a result of such termination; event, provided that you or your estate have executed a general release of claims as set forth in Section 6(b) below (ii) the “Release”), and such Release has become effective in accordance with its terms on or before such 30th day, a lump sum severance payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual following: (i) Twelve (12) months of your then existing Base Salary plus Salary; provided, however, that if such Involuntary Termination or termination without Cause occurs during the Executive's Maximum period starting ninety (90) days prior to the consummation of a Change of Control and ending on the first anniversary of that Change of Control (any such Involuntary Termination or termination without Cause a “Change of Control Termination”), this amount shall be eighteen (18) months of your then existing Base Salary; (ii) One hundred percent (100%) of your then-current Target Bonus; provided, however, that if such termination is a Change of Control Termination, this amount shall be one hundred fifty percent (150%) of your then-current Target Bonus; and (iii) A pro rata portion of your Target Bonus Amount in an amount determined by multiplying your Target Bonus for the year of your Involuntary Termination or termination without Cause (as in effect the “Base Year”) by a fraction, the numerator of which is the number of days that have elapsed since the beginning of the Base Year until the date of termination of your employment and the denominator of which is three hundred sixty-five (365). Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Letter Agreement on account of your termination of employment with the Company which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) will be paid unless and until you have incurred a Separation from Service. Furthermore, if you are a “specified employee” within the meaning of the Section 409A Regulations as of the date of termination)your Separation from Service, 50% no amount that constitutes a deferral of compensation which shall is payable on account of your Separation from Service will be paid to you before the Executive upon date (the “Delayed Payment Date”) which is first business day following of the six seventh month anniversary of after the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (andyour Separation from Service or, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)earlier, the Company shall pay the Executive a lump sum cash amount equal to the product date of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachyour death following such Separation from Service. All such amounts that would, as in effect as of immediately but for this paragraph, become payable prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive Delayed Payment Date will be accumulated and paid a lump sum cash amount within 30 days following on the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementDelayed Payment Date.

Severance. Subject to (a) If the Executive's continued compliance with his obligations under this Agreement, Term is terminated by the Company shall have no obligation to the Executive other than: for Cause, (i) the payment of Company and the LLC will pay to the Executive an aggregate amount equal to the Executive's earned ’s accrued and unpaid compensation base salary through the effective date of such termination; (ii) all unvested options and unvested restricted shares will terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date, (b) If the Term is terminated by the Executive other than because of death, Disability or for Good Reason, (i) Company and the LLC will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted shares terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (c) If the Term is terminated upon the Executive’s death or Disability, (i) the Company and the LLC will pay to the Executive’s estate or the Executive, as the case may be, a lump sum payment equal to the Executive’s base salary through the termination date, plus a pro rata portion of the Executive’s bonus for the fiscal year in which the termination occurred; (ii) the payment Company will make payments for one (1) year of any deferred bonus, subject all compensation otherwise payable to the provisions of Section 409A of the Code; Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits; (iii) the payment of an amount equal to the sum all of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount ’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six monthsi) year thereafter; and (iv) treatment all of the New Parent Restricted Shares Executive’s unvested restricted stock will immediately vest and all of the restricted stock of the Company held by the Executive shall become free from all contractual restrictions. (andd) Subject to Section 5(e) hereof, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or Term is terminated by the terms Company without Cause or other than by reason of Executive’s death or Disability, in addition to any other remedies available, or if the Company's benefit plans Executive terminates the Term for Good Reason, (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (Ai) in lieu of the benefit set forth in clause (iii), the Company and the LLC shall pay the Executive a lump sum cash amount equal to the product of one and one-half (1 1/2) times the sum of (A) the Executive’s then annual base salary and (B) the amount of the Executive’s bonus referenced in Paragraph 3(b) of this Agreement for the preceding calendar year. (ii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter; (iii) all of the Executive’s unvested restricted stock will immediately vest and all of the restricted stock of the Company held by the Executive shall become free from all contractual restrictions; and (iv) the Company shall also continue in effect the Executive’s health and dental benefits (or similar health and dental benefits paid to senior executives) noted in Section 3(c) as follows: Upon Executive’s termination of employment, Executive shall be eligible for continued health insurance benefits under the federal law known as COBRA. Executive is required to timely elect COBRA in order to receive continued health insurance coverage under this Agreement Upon Executive’s election of COBRA coverage and timely payment of applicable monthly COBRA premiums, Executive will receive health insurance coverage under COBRA up to the maximum period provided by law. The Company will reimburse Executive of the cost of such COBRA coverage until the earlier of (x) eighteen (18) months from the multiple set forth on ATTACHMENT 1 and termination date or (y) the sum date on which the Executive obtains health insurance coverage from a subsequent employer. Executive acknowledges that if he does not timely elect COBRA coverage he will not receive continued health insurance benefits from the Company, Executive also acknowledges that he is responsible for any taxes due on payments from the Company in reimbursement for COBRA premium amounts (e) If, within eighteen (18) months following a Change in Control, the Term is terminated by the Executive for Good Reason or by the Company without Cause, in addition to any other rights which the Executive may have under law or otherwise, the Executive shall receive the same payments provided for under Section 5(d) hereof; provided. that the amount of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth multiplier described in clause (ivd)(i) with respect to any Purchased Parent Shares, any Purchased Parent Shares of Section 5 hereof shall be returned increased from one and one-half (1 1/2 to two (2) times. (f) If at any time the Term is not extended pursuant to the Company in exchange for proviso to Section 1 hereof as a refund result of the full purchase price within 30 days following such return and (C) in lieu Company giving notice thereunder that it elects to permit the term of the benefit set forth in clause (iv) with respect this Agreement to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoexpire without extension, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of be deemed to have terminated the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount ’s employment without Cause, (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a)g) As used herein, the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.term “Cause” means:

Severance. Subject Employee shall be entitled to receive benefits upon a Separation from Service only as set forth in this Section 25. a. If Employee has a Separation from Service as a result of the Employee’s discharge or Employee’s resignation, other than in the event of Employee’s discharge for cause as defined herein other than as required by law, Employee shall be entitled to receive, in lieu of any severance benefits to which Employee may otherwise be entitled under any severance plans or program of the Company, the benefits provided below: i. The Company shall pay to Employee his fully earned but unpaid salary, when due, through the date of Employee’s Separation from Service at the rate then in effect plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan, or agreement, health benefits plan or other Company group benefits plan to which Employee may be entitled pursuant to the Executive's continued compliance with his obligations terms of such plans or agreements at the time of Employee’s Separation from Service. ii. Employee shall be entitled to receive severance pay in an amount equal to the sum of; a) Employee’s monthly base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of Employee’s Separation from Service, plus b) An amount equal to Employee’s maximum target bonus for the year in which the date of Employee’s Separation from Service occurs. which severance pay shall be paid in a lump sum cash payment on the first regularly scheduled Company payroll date occurring on or after the thirtieth (30th) day after the dare of Employee’s Separation from Service; and iii. For the period beginning on the date of Employee’s Separation from Service and ending on the date which is twelve (12) full months following the date of Employee’s Separation from Service (or, if earlier, the date on which the applicable continuation period under this Agreementthe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall have no obligation arrange to provide Employee and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Employee’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s insurance plans, the Company shall provide substantially equivalent coverage under other third-party insurance sources. If any of the Company’s health benefits are self-funded as of the date of Employee’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner exempt from or otherwise compliant with applicable law (iiincluding 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 Employee an amount equal to the monthly plan premium payment for Employee and his eligible dependents who were covered under the Company’s health plans as of the date of Employee’s Separation from Service (calculated by reference to Employee’s premiums as of the date of his Separation from Service) as currently taxable compensation in substantially equal monthly installments over the payment of COBRA Coverage Period (or the remaining portion thereof). The Company and Employee intend that any deferred bonus, subject to amounts or benefits payable or provided under this Agreement comply with the provisions of Section 409A of the Code; Internal Revenue Code of 1986, as amended, and the treasury regulations relating thereto (iiicollectively, “Section 409A”) so as not to subject Employee to the payment of an amount equal any tax, interest, or penalty that may be imposed under Section 409A and shall be construed and administered in accordance with Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with such intent. In furtherance thereof, to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as extent that any provision hereof would otherwise result in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) Employee being subject to the provisions payment of tax, interest, or penalty under Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)409A, the Company shall pay the Executive and Employee agree to amend this Agreement in a lump sum cash amount equal manner that brings this Agreement into compliance with 409A (to the product of (xextent allowed by law) and preserves to the multiple set forth on ATTACHMENT 1 and (y) maximum extent possible the sum economic value of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior relevant payment or benefit under this Agreement to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementEmployee.

Severance. Subject to the Executive's your continued compliance with his obligations under this the Company’s Proprietary Information and Inventions Agreement, if your employment is terminated by the Company without Cause (as defined below) and other than by reason of your death or Disability (as defined below) or you resign for Good Reason (as defined below), you shall have no obligation be entitled to receive, in lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: • Your fully earned but unpaid base salary, through the date such termination is effective at the rate then in effect, and all other amounts or benefits to which you are entitled under any compensation, retirement or benefit plan of the Company at the time of your termination of employment in accordance with the terms of such plans, including, without limitation, any continuation of benefits required by COBRA or applicable law; • Your monthly base salary as in effect immediately prior to the Executive other than: date of your termination of employment for 12 months (ithe “Severance Period”), payable, at the Company’s sole discretion, in lump sum on the Company’s first regularly-scheduled payroll date, or in installments in accordance with the Company’s usual payroll practices (and in any event no less frequently than semi-monthly), with the first installment commencing on the first payroll date that is 60 days following the date of your termination of employment (and any installment payments which would otherwise have been paid to you before the 60th day following the date of your termination of employment will be paid together with the first installment) (provided, however, that in the payment event such termination by the Company without Cause or resignation for Good Reason occurs following the occurrence of a Change in Control (as defined below), the Executive's earned Severance Period shall be increased to 24 months and unpaid compensation through the cash severance shall instead be paid in a lump sum on the Company’s first regularly-scheduled payroll date after the effective date of such terminationthe “Release” (as defined below); and • For the Severance Period (iior, if earlier, (1) the payment date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of any deferred bonus1985, subject to the provisions of Section 409A of the Code; as amended (iii“COBRA”) expires or (2) the payment date you become eligible to receive the equivalent or increased healthcare coverage by means of an amount equal to subsequent employment or self-employment) (such period, the sum of “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Company’s health insurance plans as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of your termination of employment elect to have COBRA coverage and the remainder of which shall be paid to the Executive in equal installments each month thereafter are eligible for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)coverage, the Company shall pay the Executive reimburse you on a lump sum cash monthly basis for an amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisomonthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Company’s health plans as of the date of terminationyour termination of employment. If the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). In You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the event that election of such coverage and the Executive is timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the severance benefits provided equivalent or increased healthcare coverage by means of subsequent employment or self-employment. • In addition, you shall be entitled to the following additional Stock Award (as defined below) acceleration under the circumstances described below: • Upon a Change in Control due to a Merger or Acquisition, 100% of your unvested Stock Awards shall be automatically accelerated upon execution of the Merger or Acquisition transaction. • In the event your termination by the Company without Cause or your resignation for Good Reason occurs within 90 days prior to or at any time following a Change in Control, the vesting and/or exercisability of all of your outstanding unvested Stock Awards (as defined below) shall be automatically accelerated in full on the later of (a) the date of your termination of employment or (b) the date of the Change in Control. • Upon the termination of your employment by this Section 4.4(areason of your death or Disability (as defined below), the Executive vesting and/or exercisability of all of your outstanding unvested Stock Awards (as defined below) shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementautomatically accelerated in full on the date of your termination of employment.

Severance. (a) Subject to Section 21 hereof, if (i) the Company terminates the employment of the Executive prior to December 31, 2009 against his will and without Cause, or (ii) the Executive terminates his employment prior to December 31, 2009 for Good Reason, then (A) Executive shall be entitled to receive base salary, incentive cash compensation (determined on a pro-rated basis as provided in Section 5(d) hereof as to the year in which the Termination Date occurs), pay for accrued but unused vacation time, and reimbursement for expenses pursuant to Section 13 hereof through the Termination Date plus the balance of the Executive's continued compliance with his obligations under this Agreementspecified base salary hereunder to December 31, 2009, and (B) notwithstanding the vesting and exercisability provisions otherwise applicable to the New Options and the restrictions applicable to the Restricted Shares, all of such options shall be fully vested and exercisable upon such termination and shall remain exercisable for the remainder of their terms and all of the Restricted Shares shall thereon become immediately and fully vested. Except to the extent that more time is required to determine any of the incentive compensation amounts, the Company shall have no obligation to pay the Executive other than: cash amounts provided for in this paragraph within thirty (i30) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following days after the six (6) month anniversary of the date of such termination (but no later than the end of employment and the remainder of calendar year in which such six (6) month anniversary occurs). Notwithstanding the foregoing, the Company shall not be paid required to pay any severance pay for any period following the Termination Date if the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to shall have materially violated the provisions of Section 18, 19, or 20 of this Agreement and such violation is not cured within thirty (30) days following receipt of written notice from the Company containing a description of the violation and a demand for immediate cure. (b) Subject to Section 21 hereof, if (A) the Executive voluntarily terminates his employment prior to December 31, 2009 other than for Good Reason or (B) the Executive's employment is terminated by the Company prior to December 31, 2009 for Cause, then the Executive shall be entitled to receive salary, pay for accrued but unused vacation time, and reimbursement of expenses pursuant to Section 13 hereof through the Termination Date only; vesting of the New Options and the Restricted Shares shall cease on such Termination Date; any then un-vested New Options shall terminate (with the then-vested New Options and options issued pursuant to prior agreements remaining vested and exerciseable for the remainder of their terms); and this occurrence shall be a triggering event for purposes of the Forfeiture/Repurchase Right as provided in Section 7(b)(i), above. The Company shall pay the cash amounts provided for in this paragraph within thirty (30) days after the six (6) month anniversary of the date of such termination (but no later than the end of the calendar year in which such six (6) month anniversary occurs); provided, however, that pay for accrued but unused vacation time shall be paid as soon as practicable following such termination, and that to the extent that Section 409A of the CodeInternal Revenue Code of 1986 and any guidance or regulations issued thereunder, immediate payout as amended, do not require the effectuation of benefits previously the six (6) month delay described above with respect to any other cash amounts provided for in this paragraph, the Company shall pay such cash amounts within thirty (30) days after the date of such termination (but no later than the end of the calendar year in which such termination occurs). (c) Subject to Section 21 hereof, if the Executive's employment is terminated prior to December 31, 2009 due to death or Disability, the Executive (or his estate or legal representative as the case may be) shall be entitled to receive (i) salary, reimbursement of expenses pursuant to Section 13 hereof, and pay for any unused vacation time accrued under through the Company's Supplemental Executive Retirement Plan Termination Date; (ii) a pro-rated amount of incentive cash compensation for the fiscal year in which the Termination Date occurs (determined as provided in Section 5(d) hereof); and (viiii) executive outplacement benefitsa lump sum equal to base salary at the rate in effect on the date of such termination for the lesser of (a) twelve (12) months and (b) the remaining term of this Agreement at the time of such termination. In such case, except as otherwise required by law or by the terms vesting of the Company's benefit plans New Options and Restricted Shares shall cease on such Termination Date, and any then un-vested New Options shall terminate (excluding severance planswith the then-vested New Options and options issued pursuant to prior agreements remaining vested and exerciseable for the remainder of their terms); PROVIDED, that in the and this occurrence shall be a triggering event that such termination is within six months following the Closing, (A) in lieu for purposes of the benefit set forth Forfeiture/Repurchase Right as provided in clause (iiiSection 7(b)(i), above. Except to the extent that more time is required to determine any of the incentive compensation amounts, the Company shall pay the Executive a lump sum cash amount equal to amounts provided for in this paragraph on the product of thirtieth (x30th) the multiple set forth on ATTACHMENT 1 and (y) the sum of day following the Executive's annual base salary death, or if termination is due to Disability, within thirty (30) days after the six (6) month anniversary of the date of such termination (but no later than the end of the calendar year in which such six (6) month anniversary occurs); provided, however, that to the extent that Section 409A of the Internal Revenue Code of 1986 and the Executive's target bonus amount (eachany guidance or regulations issued thereunder, as in effect as of immediately prior to amended, do not require the Closing), (B) in lieu effectuation of the benefit set forth in clause six (iv6) month delay described above with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned cash amounts provided for in this paragraph upon termination due to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoDisability, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of such cash amounts within thirty (x30) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of days after the date of terminationsuch termination (but no later than the end of the calendar year in which such termination occurs). . (d) In addition to the event that provisions of Section 12(a), 12(b), or 12(c), hereof, as the Executive is eligible case may be, to receive the severance benefits extent COBRA shall be applicable or as provided for by this Section 4.4(a)law, the Executive shall not be eligible entitled to receive continuation of group health plan benefits for the periods provided by law following the Termination Date if the Executive makes the appropriate election and payments. (e) Subject to Section 21 hereof, the Executive acknowledges that, upon termination of his employment, he is entitled to no other compensation, severance or other benefits under any other Company plan, policy, or agreementthan those specifically set forth in this Agreement.

Severance. Subject The Severance Allowance Policy is as follows: • Employees with less than three full years of continuous service are not entitled to the Executive's continued compliance with his obligations under this Agreementseverance pay. • For those employees entitled to severance pay, the Company shall have no obligation to the Executive other than: (i) the payment one week of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which severance shall be paid for each full year of continuous service (e.g. 12.5 years of service would entitle an employee to 12 weeks of severance) • The maximum severance benefit is 15 weeks pay even if the Executive upon employee has more than 15 years of continuous service. • Continuous service is defined as the first business day following whole span of continuous employment with the six month anniversary of Company at Joint Base ▇▇▇▇▇▇▇, or continued employment with the date of termination of employment Company and predecessor contractors on the remainder of which government customer contract and preceding government customer contracts at Joint Base ▇▇▇▇▇▇▇, whichever is greater. An employee placed on layoff shall be paid considered to the Executive have experienced a break in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, service if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) such employee is placed on layoff and (d); (v) subject subsequently recalled from layoff or later rehired. • Employees who are recalled after having received severance pay and then laid off again shall receive severance on their subsequent layoff based solely on time worked following their most recent recall to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)work. In the event of termination by the prime contractor of its contract with the Company for work to be performed at Joint Base ▇▇▇▇▇▇▇, the ▇▇▇▇▇▇▇▇▇ allowance policy detailed above will be modified as follows: An employee shall not receive severance allowance if the employee is offered employment by, employed by or accepts employment, or enters into an agreement for subsequent employment with a succeeding contractor under a follow-on contract where credit for prior length of service is preserved under substantially equal conditions of employment in a position requiring the same, similar, or greater responsibility. If an employee fails to exert all reasonable efforts to secure employment with a successor company, even though a position is available, he will forfeit severance rights. When an employee is formally advised that he is to be placed on layoff status, other more senior employees within the same work area may request consideration to replace the affected employee. The employee who is volunteering to be laid off in place of the person who was to be laid off (in seniority order) will complete the appropriate forms absolving the Company and the Union of any future liability. The request for layoff will be reviewed by management consistent with the needs of the business**. Management action on the request will not be subject to the Grievance procedure. It is clearly understood by the Company and the Union that this would be a voluntary action on the part of the requesting employee and the Union would be notified of such request. It is also understood that the Executive employee so laid off will be entitled to layoff benefits in the same manner as if he was laid off in seniority order. **Needs of the business is eligible to receive defined as impact on the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementmission.

Severance. Subject Severance pay in the amount of the 9 months of the Base Salary, if termination is for any reason other than Cause or expiration of the Employment Term or resignation by Executive. Severance pay, if any, will be payable in 18 equal bi-weekly installments. Executive will be required to execute and return the Company’s form Separation and Release of Claims Agreement (“Separation and Release”) within 45 days after Executive's continued compliance with his obligations under this Agreement’s termination of employment in order to be eligible to receive the severance pay described above. Payment of Executive’s severance shall commence no earlier the 7 calendar days after the Company receives the executed Separation and Release and no later than 90 days after the date of Executive’s separation from service (as defined in Section 1.409A 1(h) of the Treasury Regulations) (“Separation from Service”), the exact date to be determined by the Company shall have no obligation to in its sole discretion, provided that Executive timely executes and returns the Executive other than: (i) the payment of the Executive's earned Separation and unpaid compensation through the effective date of Release and does not subsequently revoke such termination; (ii) the payment of any deferred bonus, subject to the provisions execution. For all purposes of Section 409A of the Internal Revenue Code (the “Code; (iii”) and the payment of an amount equal related regulations, Executive’s entitlement to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which severance pay pursuant to this Agreement shall be paid treated as an entitlement to a series of separate payments. To the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of extent permitted under Section 409A of the CodeCode and the related regulations, immediate payout any such payments that are excluded from the definition of benefits previously accrued “deferral of compensation” pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations shall not be taken into account in determining the eligibility of the remaining severance payments for exclusion from the definition of “deferral of compensation” pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. “Cause” shall mean (i) Executive’s continued failure or refusal to substantially perform Executive’s duties hereunder for a period of 10 days following written notice by the Company to Executive of such failure or refusal, (ii) dishonesty in the performance of Executive’s duties hereunder, (iii) an act or acts on Executive’s part constituting (x) a felony under the Company's Supplemental Executive Retirement Plan and laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (iv) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder or any act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, (v) Executive’s unsatisfactory job performance, or (vi) executive outplacement benefitsExecutive’s breach of any provision of this agreement, except as otherwise required by law including the attached addendum. Additionally, if Executive becomes physically or by the terms mentally incapacitated for a continuous period of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)90 days or more, the Company shall pay has the Executive a lump sum cash amount equal right to terminate Executive’s employment without paying severance. For the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharespurposes hereof, the Executive will be paid a lump sum cash amount within 30 days following term “physical or mental incapacity” means Executive’s inability to perform the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (principal duties as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for contemplated by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

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

Severance. Subject A. In the event this Agreement is terminated by Employer pursuant to Paragraph 6.C. or 6.D. or by Employee pursuant to Paragraph 6.B. at any time during the Executive's continued compliance with his obligations under term of this Agreement, then as Employer's sole obligation to compensate Employee for such termination without cause, Employer shall pay to Employee three (3) month's salary (as described in paragraph 4.A above), due and payable in three (3) equal monthly installments from the Company first day of the month following such termination, plus any Incentive Compensation then owed to Employee. All other compensation and benefits shall cease as of such termination. EMPLOYEE SHALL NOT BE ELIGIBLE TO RECEIVE SEVERANCE PAYMENTS UNTIL EMPLOYEE HAS SUCCESSFULLY COMPLETED THE FIRST SIX (6) MONTHS OF EMPLOYMENT WITH THE COMPANY. B. Employer shall have no obligation to pay Employee any severance or any Incentive Compensation for the Executive other than: (i) the payment of the Executiveyear in which this Agreement is terminated if this Agreement is terminated by Employer pursuant to Paragraph 6.A. or Employee pursuant to Paragraph 6.D. EMPLOYEE ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT BY EMPLOYER PURSUANT TO PARAGRAPH 6.C. OR 6.D. OR BY EMPLOYEE PURSUANT TO PARAGRAPH 6.B., THE DAMAGES WHICH EMPLOYEE WILL SUFFER AS A RESULT THEREOF WILL BE DIFFICULT TO ASCERTAIN AND THAT THE TERMINATION PAYMENT PROVIDED FOR IN THIS PARAGRAPH 5 IS A REASONABLE ESTIMATE OF SUCH DAMAGES AND IS NOT INTENDED TO BE A PAYMENT TO PENALIZE EMPLOYER FOR SUCH TERMINATION. ------------------- Employee's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.Initials

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

Severance. Subject Executive acknowledges and agrees that this Separation Agreement does not stipulate a case of “Good Reason”, death or illness (as defined in Art. 4 of the Service Agreement) and that Executive is not entitled to any severance payments and benefits as set forth in Art. 4. of the Service Agreement in connection with the execution of this Separation Agreement or the changes to his services relationship as set forth in this Separation Agreement. Instead, if Executive (i) provides continuous services for the Company through the Termination Date or the date of garden leave as referred to in § 1 sub 2. of this Separation Agreement (as the case may be), (ii) re-executes the Release within five (5) days following the Termination Date, and (iii) provides the Transition Services to the Company and to Affiliated Companies during the Transition Term to the reasonable satisfaction of the Company and Parent, having considered in good faith what a similarly-situated, third party would deem satisfactory, then Executive will be eligible to receive the following severance payments and benefits: (1) an amount equal to $229,167 (reflecting 5/12 of Executive's ’s annual base salary), payable in the form of salary continuation in regular installments over the five (5) month period following the Termination Date (such period, the "Severance Term”) in accordance with the Company’s normal payroll practices; (2) Executive’s annual performance bonus for calendar year 2024 (the “2024 Bonus”). The amount of the 2024 Bonus shall be determined by the Board of Supervisory Directors of the Company based on actual performance for calendar year 2024 and determined in a manner consistent with 2024 Bonus decisions made for executive officers of the Company. The 2024 Bonus, to the extent earned as determined by the Board of Supervisory Directors of the Company in good faith, will be paid in a lump sum at the same time 2024 annual bonuses are paid to other executive officers of the Company, but in no event later than March 15, 2025; ATAI LIFE SCIENCES N.V. (3) immediate vesting of (x) any outstanding unvested equity awards (consisting of both options and restricted stock units) in the Company held by Executive as of the Termination Date that would have vested based solely on Executive’s continued compliance service through March 15, 2025, and (y) after giving effect to the foregoing subpart (x), fifty (50%) of the remaining, unvested option award granted by the Company to Executive by grant notice dated March 14, 2023 (having a strike price of $1.18 per share, the “March 2023 Option”); (4) subject to paragraph (5) below, the time period that Executive may have to exercise any vested stock options shall be extended until the first to occur of (x) the one year anniversary of the Termination Date or (y) the expiration of the remaining term of the applicable stock option, subject in each case to earlier termination in connection with his obligations under this a corporate transaction or event as provided in the 2020 Plan, the 2021 Plan, as applicable, and the applicable award agreement(s); (5) solely with respect to the vested portion of the March 2023 Option, the Parties agree as follows: a. notwithstanding the preceding Section 4, paragraph (4), subclause (x), the time period that Executive may have to exercise the vested portion of the March 2023 Option shall be extended to the two year anniversary of the Termination Date; and b. in consideration of the treatment of the March 2023 Option, without the prior written consent of the Company, Executive shall be prohibited from, directly or indirectly, selling or otherwise transferring the shares subject to the March 2023 Option until the one year anniversary of the Termination Date. (6) tax return preparation assistance for Executive’s 2023, 2024 and 2025 tax years by a mutually agreed firm with such costs to be reimbursed (net of taxes) to Executive to be provided for so long as Executive is subject to tax in the United States as a result of compensation paid by the Company, except that in no event shall the Company reimburse tax return preparation costs incurred by Executive after calendar year 2026; and (7) retain Executive’s Company-provided laptop; provided that the Company shall permanently delete all data stored on such laptop which is related to the business of the Company or of the Affiliated Companies, which the Company will promptly remove after the end of the Transition Term. To the extent unpaid as of the Termination Date, and subject to the terms and conditions of the Service Agreement, the Company shall have no obligation pay or provide to Executive the Executive other than: Accrued Obligations (i) as defined in the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusService Agreement), subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as and in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by accordance with the terms thereof. For the avoidance of the Company's benefit plans (excluding severance plans); PROVIDEDdoubt, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible entitled to receive severance benefits any further severance, separation, notice or similar payments of any kind under any other Company planthe Service Agreement, policy, including but not limited to the Change in Control Payment in article 4.3 of the Service Agreement or agreement.otherwise in connection with the termination of the Service Agreement and Service Relationship except as provided herein. ATAI LIFE SCIENCES N.V.

Severance. During the Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by the Employers without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Employers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the Executive's continued compliance with his obligations under this Agreementsatisfaction of the Release Condition, all within 60 days from the Company shall have no obligation to the Executive other than: Date of Termination, (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company Employers shall pay the Executive a lump sum in cash in an amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) 2.6 times the sum of (A) the Executive's annual base salary and ’s current Base Salary (or the Executive's target bonus amount (each, as ’s Base Salary in effect as of immediately prior to the Closing)Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the Date of Termination; and (ii) if the Executive was participating in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesEmployers’ group medical, any Purchased Parent Shares shall be returned vision and dental plan immediately prior to the Company in exchange for a refund Date of Termination, then the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, Employers shall provide the Executive will be paid with a lump sum cash amount within 30 days following the date of termination of employment payment equal to any (A) 18 times the amount withheld of monthly employer contribution that the Employers made to an insurer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s behalf for 18 months from the Date of Termination if the Executive had remained employed by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted SharesEmployers; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause and (iii) the amounts payable under Subsections (i) and (ii) shall be paid in a lump sum within 60 days after the benefits set forth Date of Termination; provided, however, that if the 60-day period begins in clause (A) one calendar year and ends in a second calendar year, such amounts shall be paid in the immediately preceding proviso, second calendar year no later than the Company shall pay the Executive over a 24last day of such 60-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementday period.

Severance. Subject If the Employment Period ends as a result of either (A) Executive’s employment by the Company being terminated by the Company without Cause (as defined in Section 4(d)) or (B) Executive resigning from Executive’s employment by the Company for Good Reason (as defined in Section 4(d)), then, subject to the Executive's continued compliance with his obligations under this AgreementSection 4(c) hereof, the Company shall have no obligation shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusfollowing, subject to the provisions of Section 409A of the Code; 11 hereof: (iiii) the payment of an amount equal to the lesser of (A) [$ ] and (B) the sum of the (x) Executive's ’s annual Base Salary plus in effect on the Executive's Maximum Employment Termination Date and (y) the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (such lesser amount, the “Cash Severance”) (provided that, notwithstanding the foregoing, if the Employment Termination Date occurs prior to Executive having received a Year End Bonus Amount for calendar year 2014, then the Cash Severance shall be [$ ]), with fifty percent (50%) of the Cash Severance payable to Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in effect Section 4(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of termination)the Employment Termination Date, 50% of which LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the Executive upon General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first business sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the six month anniversary Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the date Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause (B)(y) above shall be replaced with “the greater of termination (X) Executive’s Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015 (with such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and (ii) a pro-rata portion (determined by multiplying the amount of employment Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the remainder denominator of which shall be paid to is 365) of Executive’s target Year End Bonus for the Executive in equal installments each month thereafter for six months; calendar year (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefitswith such target Year End Bonus being, except as otherwise required expressly specified in Section 3(d) hereof, as reasonably determined by the Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the Employment Termination Date relative to the hurdles set) in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (ii) exceed an amount equal to [$ ] minus the amount of Cash Severance; and if the amount of Cash Severance is equal to [$ ] then no pro rata Year End Bonus will be payable pursuant to this clause (ii); and (iii) subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law or by and the terms of such plan) which covers Executive (and Executive’s eligible dependents) during the Company's benefit plans Health Care Reimbursement Period (excluding severance plansdefined below); PROVIDED, provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the conclusion of the Health Care Cost Reimbursement Period (as defined below) reimburse Executive for COBRA premiums, subject to the Company determining that reimbursement of such premiums would not reasonably be expected to result in the event that such termination is within six months following imposition of any excise taxes on the Closing, (A) in lieu Company for any failure to comply with the nondiscrimination requirements of the benefit set forth Patient Protection and Affordable Care Act of 2010, as amended, in clause (iii)each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the period commencing on the date Executive ceases to be employed by the Company shall pay and ending on the Executive a lump sum cash amount equal earliest to the product occur of (x) the multiple set forth on ATTACHMENT 1 and date three months after the Employment Termination Date (or six months after the Employment Termination Date if the Company has made a Non-Competition Extension Election (as defined in Section 9(a)), (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to date on which the Company in exchange for a refund of the full purchase price within 30 days following such return can no longer provide Executive with COBRA benefits under applicable law and (Cz) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date on which Executive becomes eligible for health care coverage under the plan of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsubsequent employer.

Severance. Subject Upon a termination of this Agreement without “good reason” by Employee or with cause by DubLi, DubLi shall immediately pay to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned Employee all accrued and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of such termination), 50% of which and Employee shall not be paid entitled to the Executive upon the first business day following the six month anniversary of the date of a “Severance Payment.” Upon a termination of employment this Agreement with “good reason” by Employee or without cause by DubLi, DubLi shall immediately pay to Employee all accrued and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect unpaid compensation as of the date of termination)such termination plus the Severance Payment. In The accrued compensation due and payable at termination shall bear interest at the event that lesser of six percent (6%) per annum or the Executive maximum rate permitted by law until such amounts are paid in full. If this Agreement is eligible terminated with “good reason” by Employee or for any reason by DubLi the “Severance Payment” shall equal the total amount of salary payable to receive Employee under Section 4.1 of this Agreement from the severance benefits provided for date of such termination until three (3) months after termination payable in equal installments at the end of such regular payroll accounting periods as are established by this Section 4.4(a)DubLi, or in such other installments upon which the parties hereto shall mutually agree. After one year of employment, the Executive “Severance Payment” shall not be eligible increase to receive severance benefits the total amount of salary payable to Employee under Section 4.1 of this Agreement from the date of such termination until six (6) months after termination. If this Agreement is terminated for any other Company planreason by Employee or DubLi, policyall vested stock options then held by the Employee will remain exercisable for a period of ninety (90) days from the date of such termination, or agreement.but in no event later than the expiration date of the option. AM 18063983.3

Severance. Subject (a) If the Term is terminated by the Company for Cause, the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive's continued compliance with his obligations under this Agreementaccrued and unpaid base salary through the date of such termination, and all unvested options will terminate immediately and any vested options issued pursuant to the Company's Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (b) If the Term is terminated by the Executive other than because of death, Disability or for Good Reason, the Company shall have no obligation and the Partnership will pay to the Executive other than: an aggregate amount equal to the Executive's accrued and unpaid base salary through the date of such termination, and all unvested options will terminate immediately and any vested options issued pursuant to the Company's Incentive Plan and held by the Executive at termination, will expire ninety (i90) days after the termination date. (c) If the Term is terminated upon the Executive's death or Disability, the Company and the Partnership will pay to the Executive's estate or the Executive, as the case may be, a lump sum payment equal to the Executive's base salary through the termination date, plus a pro rata portion of the Executive's earned and unpaid bonus for the fiscal year in which the termination occurred. In addition, the Company will make payments for one (1) year of all compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject otherwise payable to the provisions of Section 409A of the Code; (iii) the payment of an amount equal Executive pursuant to the sum this Agreement, including, but not limited to, base salary, bonus and welfare benefits. In addition, all of the Executive's annual Base Salary plus unvested stock options and restricted stock awards will immediately vest and become exercisable for a period of one (1) year thereafter and shares of restricted stock of the Company previously granted to the Executive shall become free from all contractual restrictions, and the Company shall continue in effect the Executive's Maximum Bonus Amount (as benefits under Section 4(g) hereof and the Executive's health benefits noted in effect as of the date of termination), 50% of which shall be paid Section 4(c) hereof or their equivalent for a period equal to the Executive upon greater of two (2) years or the first business day following remaining Term, without further extension. (d) Subject to Section 6(e) hereof, if the six month anniversary Term is terminated by the Company without Cause or other than by reason of the date of termination of employment and the remainder of which shall be paid his death or Disability, in addition to any other remedies available, or if the Executive in equal installments each month thereafter terminates the Term for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)Good Reason, the Company and the Partnership shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 sum of (A) the Executive's then annual base salary and (yB) the sum amount of the Executive's annual base salary and bonus for the preceding year, or if the Term is terminated in its initial year the Executive's target bonus amount for such year, multiplied by (each, as in effect as y) the greater of immediately prior to the Closing), (A) two (2) and (B) a fraction, the numerator of which is the number of days remaining in lieu the Term (without further extension) and the denominator of which is 365. In addition, all of the benefit set forth Executive's unvested stock options and restricted stock awards will immediately vest and become exercisable for a period of one (1) year thereafter and shares of restricted stock of the Company previously granted to the Executive shall become free from all contractual restrictions. (e) If, within twenty-four (24) months following a Change in Control, the Term is terminated by the Executive for Good Reason or by the Company without Cause, in addition to any other rights which the Executive may have under law or otherwise, the Executive shall receive the same payments and benefits provided for under Section 6(d) hereof; provided, that the amount of -------- the multiplier described in clause (ivd)(y)(A) with respect to any Purchased Parent Shares, any Purchased Parent Shares of Section 6 hereof shall be returned increased from two (2) times to three (3) times. (f) If at any time the Term is not extended pursuant to the Company in exchange for proviso to Section 1 hereof as a refund result of the full purchase price within 30 days following such return and (C) in lieu Company giving notice thereunder that it elects to permit the term of the benefit set forth in clause (iv) with respect this Agreement to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoexpire without extension, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of be deemed to have terminated the Executive's annual Base Salary plus employment without Cause. (g) Notwithstanding anything in this Section 6 to the Executive's Maximum Bonus Amount contrary if the Term is terminated within twenty-four (24) months of the Spin-Off Date, other than by the Company for Cause (as defined herein), all stock options and restricted stock awards granted to the Executive will continue to vest and remain exercisable in effect accordance with their respective terms as if the termination of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a)Term had not occurred. (h) As used herein, the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.term "Cause" means:

Severance. Subject to Provided in any event that Executive complies with Section 6 below: (a) If the Executive's continued compliance with his obligations under this Agreement’s employment is terminated without Cause or she voluntarily resigns for Good Reason (each as defined above), the Company shall have no obligation to the will provide Executive other thanwith a severance package consisting of: (i) one hundred percent (100%) of her then current annual base salary paid in equal monthly installments over twelve (12) months following the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) fifty percent (50%) of the payment unvested portion of the Option shares (as defined above) and any deferred bonus, subject other equity awards (except the Restricted Shares which will vest on a pro rata basis to the provisions of Section 409A of extent the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect targets have been met as of the date of termination) held by Executive on the date of termination shall vest and become immediately exercisable; (iii) a pro rata portion (based on days worked during the year in which Executive’s employment is terminated and percentage of achievement of annual performance goals) of the annual bonus for which Executive is eligible, if any, pursuant to Section 3(b); (iv) any earned and accrued annual bonus for which Executive is eligible pursuant to Section 3(b) for the year before the year in which Executive’s employment is terminated; and (v) an amount equal to twelve (12) months of premiums for coverage pursuant to COBRA, less normal withholding, paid monthly over twelve (12) months for the continuation of her health benefits for such period. (b) If the Executive’s employment is terminated with Cause, the Executive’s salary and other benefits specified in Section 3 shall cease on the date her employment terminates (the “Date of Termination”), 50% and the Executive will not be entitled to any compensation specified in Section 3 which was not required to be paid prior to the Date of which Termination. (c) If the Executive’s employment is terminated by the death or disability of the Executive (pursuant to Section 4(b)), the Executive’s compensation provided in Section 3 shall be paid to the Executive upon or, in the first business day following the six month anniversary event of the death of the Executive, the Executive’s estate, as follows: (i) the Executive’s then current base salary shall continue to be paid as if the Executive’s employment were terminated with Cause on the last day of the month during which such termination occurred; (ii) any earned and accrued annual bonus for which Executive is eligible pursuant to Section 3(b) for the year before the year in which Executive’s employment is terminated; and (iii) a pro rata portion (based on days worked during the year in which Executive’s employment is terminated and percentage of achievement of annual performance goals) of the annual bonus for which Executive is eligible, if any, pursuant to Section 3(b). (d) The receipt of any severance pursuant to this Section 5 will be subject to Executive signing and not revoking a separation agreement and release of claims in substantially the form attached as Exhibit A, but with any appropriate modifications, reflecting changes in applicable law, as is necessary or appropriate to provide the Company with the protection it would have if the release were executed as of the effective date of such release. No severance will be paid or provided until the separation agreement and release agreement becomes effective. (e) In addition to any other available remedies for such breach, a material breach of this Agreement or the Employee Non-Disclosure, Non-Competition & Non-Solicitation Agreement by Executive which, if curable, is not cured within fifteen (15) days after written notice to the Executive specifying the breach shall relieve the Company of its obligations pursuant to this Section 5. (f) In the event of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to ’s employment for any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a)reason, the Executive shall not be eligible under no obligation to receive seek other employment, and there shall be no offset against amounts due to her from the Company on account of any remuneration or benefits provided by any subsequent employment she may obtain. The parties agree that any amount paid Executive as severance benefits under pursuant to this Agreement is in lieu of and a substitute for any other amount(s) to which Executive would be entitled pursuant to any severance plan or program adopted by the Company plan, policy, or agreementfrom time to time.

Severance. Subject (a) If, on or before June 8, 1998, Employee’s employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability, then Employee shall be entitled to receive severance payments totaling an amount equal to twelve (12) months Compensation (calculated at the Executive's rate of Compensation then being paid to Employee). Any severance payments to be paid to Employee under this Section 4(a) or under Section 4(b) below shall be referred to herein as the “Severance Payment”. Employee’s Severance Payment under this Section 4(a) shall be paid by Dendrite in twelve (12) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee’s employment. (b) If, after June 8, 1998, Employee’s employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability, then Employee shall be entitled to receive severance payments totaling an amount equal to six (6) months Compensation (calculated at the rate of Compensation then being paid to Employee). Employee’s Severance Payments under this Section 4(b) shall be paid by Dendrite in six (6) consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of the termination of Employee’s employment. (c) No interest shall accrue or be payable on or with respect to any Severance Payment. In the event of a termination of Employee’s employment described in Sections 4(a) or 4(b) above, Employee shall be provided continued compliance “COBRA” coverage pursuant to Sections 601 et seq. of ERISA under Dendrite’s group medical and dental plans. During the period which Employee receives any Severance Payment, Employee’s cost of COBRA coverage shall be the same as the amount paid by employees of Dendrite for the same coverage under Dendrite’s group health and dental plans. Notwithstanding the foregoing, in the event Employee becomes re-employed with another employer and becomes eligible to receive health coverage from such employer, the payment of COBRA coverage by Dendrite as described herein shall cease. (d) The making of any Severance Payment hereunder is conditioned upon the signing of a general release in form and substance satisfactory to Dendrite under which Employee releases Dendrite and its affiliates together with their respective officers, directors, shareholders, employees, agents and successors and assigns from any and all claims he may have against them. In the event Employee breaches Sections 7, 8, 9 or 11 of this Agreement, in addition to any other remedies at law or in equity, Dendrite may cease making any Severance Payment or any payments for COBRA coverage otherwise due under this Section 4. Nothing herein shall affect any of Employee’s obligations or Dendrite’s rights under this Agreement. (e) For purposes of this Agreement, “Cause” as used herein shall mean (i) any gross misconduct on the part of Employee with respect to his obligations duties under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment engaging by Employee in an indictable offense which relates to Employee’s duties under this Agreement or which is likely to have a material adverse effect on the business of any deferred bonusDendrite, subject to the provisions of Section 409A of the Code; (iii) the payment commission by Employee of an amount equal any willful or intentional act which injures in any material respect or could reasonably be expected to injure in any material respect the sum reputation, business or business relationships of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as Dendrite, including, without limitation, a breach of the date Sections 7, 8 or 11 of termination)this Agreement, 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; or (iv) treatment the engaging by Employee through gross negligence in conduct which injures materially or could reasonably be expected to injure materially the business or reputation of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementDendrite.

Severance. Subject A. Employee shall be entitled to severance pay of a lump sum payment equal to twelve (12) months’ Base Salary in the Executive's continued compliance with his obligations under event that City either terminates Employee’s employment without cause or provides notice of nonrenewal of this Third Amended Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to consistent with the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)9. In the event that the Executive is eligible Parties mutually agree that Employee will thereafter continue employment as City Manager, the severance payment to Employee shall be reduced as provided for in Section 9. The severance under this Third Amended Agreement shall be subject to the restrictions set forth in Government Code section 53260. Said payment of severance pay shall be conditioned upon Employee signing a waiver and release agreement forever releasing and waiving any and all claims against the City in a form acceptable to the City. Employee shall receive the severance benefits provided payment in a lump sum payment minus all applicable deductions fifteen (15) business days after execution of the waiver and release agreement. Employee shall not receive any severance payments if she resigns, is terminated for cause, or if a waiver and release agreement is not executed by the parties. B. In the event City terminates Employee’s employment without cause, Employer shall extend to Employee the right to continue health insurance as may be required by and pursuant to the terms and conditions of the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”). Employer agrees to pay Employee’s COBRA coverage for the same number of months for which the Employee is entitled to severance pay under this Section, or until the Employee either secures full-time employment or obtains other health insurance, whichever of these events first occurs. Employee shall notify Employer within five days of securing new full-time employment or insurance. C. This Section 4.4(adoes not confer any property rights on Employee, as she remains an at-will employee. If Employer terminates Employee’s employment for cause (also terminating this Third Amended Agreement), the Executive Employee shall not be eligible entitled to receive severance benefits under any additional compensation or payment, including severance, but shall be entitled only to accrued base salary and vacation pay, and any other Company plan, policyaccrued and unused benefit allowances according to their terms. The phrase “termination for cause” only pertains to Employee’s eligibility for severance as described in this Section. A “termination for cause” for purposes of severance includes only the following: 1. Conviction of, or agreementplea of guilty or nolo contendere to, any crime or offense (other than minor traffic violations or similar offenses) which is likely to have a material adverse impact on the City or on the Employee’s reputation. 2. Proven failure of the Employee to observe or perform any of her duties and obligations, if that failure continues for a period of thirty (30) business days from the date of receipt of notice from the City Council specifying the acts or omissions deemed to amount to that failure. 3. Conviction of any crime involving an “abuse of office or position,” as that term is defined in Government Code Section 53243.4. 4. Repeated failure to carry out a directive or directives of the City Council made by the City Council as a body at a Brown Act compliant meeting. 5. Any grossly negligent action or inaction by Employee that materially and adversely: (a) impedes or disrupts the operations of City or its organizational units;

Severance. Subject In the event that the Company terminates Employee’s employment at any time, upon thirty (30) days’ written notice, without Cause, then Employee’s sole remedy shall be payment of the following Severance Benefit: A. If termination without Cause occurs during the Initial Term Employee shall be entitled to a severance payment in an amount equal to three (3) months’ base salary at the Executive's continued compliance with his obligations under rate then in effect. If termination without Cause occurs during the first Renewal Term Employee shall be entitled to a severance payment in an amount equal to six (6) months’ base salary at the rate then in effect. If termination without Cause occurs during the second Renewal Term Employee shall be entitled to a severance payment in an amount equal to nine (9) months’ base salary at the rate then in effect. If termination without Cause occurs during the third or any subsequent Renewal Term Employee shall be entitled to a severance payment in an amount equal to twelve (12) months’ base salary at the rate then in effect. If the Company terminates this AgreementAgreement without Cause, the Company shall have no obligation the right at its option, to require Employee to immediately leave the Executive other than: Company’s premises; provided, that the Company shall be obligated to pay (ias additional severance) Employee’s base salary during the payment 30-day notice period. B. Employee shall not be entitled to, and shall not receive any cash bonus paid for any year in which the termination occurs, on or pro rata basis or otherwise. The base salary portion of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which severance shall be paid to payable, at the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive Company’s option, in a lump sum or in equal monthly installments each month thereafter for six months; (iv) treatment of consistent with the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to Company’s ordinary payroll practices. C. In the provisions of Section 409A of the Code, immediate payout of benefits previously accrued event Employee elects continuing insurance coverage under the Company's Supplemental Executive Retirement ’s Health Benefit Plan and pursuant to the Consolidated Omnibus Budget Reconciliation Act (viCOBRA) executive outplacement benefitsfollowing any termination without Cause, except then, in addition to payment of salary as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)above, the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange reimburse Employee for all premiums paid by Employee for said continuation coverage for a refund period of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24three-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementmonths.

Severance. Subject UIC acknowledges that Executive may terminate his employment at any time, with or without cause, by notice to UIC to that effect. Executive agree to continue to perform the duties of his employment for such reasonable period as UIC may request, not exceeding 30 days, after the date of his termination notice to UIC, during which period UIC shall pay Executive one-twelfth (1/12) of his base Salary and continue his benefits then in effect. Executive acknowledge that UIC may terminate his employment at any time, with or without Cause (as defined in Section 10 of this Agreement), by notice to Executive to that effect. Executive's continued compliance entitlement to severance pay shall be as stated below. Except as otherwise provided in Section 5(b) with his obligations under respect to severance arising from a Sale of UIC, if (a) Executive is terminated by UIC without Cause, or (b) Executive terminates this Agreement because of Constructive Termination (as defined in Section 10 of this Agreement), as severance compensation UIC shall continue to pay to Executive, on a monthly basis, the Company shall have no obligation to the Executive other than: sum of (i) his Base Salary as set forth in Section 3 hereof in effect at the payment time of the Executive's earned and unpaid compensation through the effective date of such termination; his termination divided by twelve (12) plus (ii) the payment average of Incentive Compensation paid to or, if not yet paid for the preceding year, owing to Executive for the two (2) years immediately preceding his termination divided by twelve (12)],less withholding as required by law, for the greater of twenty-four (24) months or the remaining term of this Agreement, provided that (1) prior to UIC's commencing such payments, Executive and UIC sign a mutual general release substantially the form attached hereto as EXHIBIT A, and (2) any deferred bonus, subject provision of Executive's current Noncompetition and Nonsolicitation covenants (as set forth in Section 9 of this Agreement) to the provisions of Section 409A of contrary notwithstanding, Executive agrees that he shall continuously abide by such covenants for the Code; (iii) the payment of an amount equal period that such payments are being made to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect . In addition, UIC shall pay Executive incentive compensation earned but unpaid as of the date of termination), 50% termination (prorated for the period of which shall be paid time during the applicable bonus year that Executive worked from January 1st to the Executive upon the first business day following the six month anniversary of the date of termination termination. Executive shall also receive continuation of employment fully paid (i) health insurance coverage for Executive and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b)his family members, (cii) Disability Insurance, and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and Life Insurance at the benefits set forth level in clause (A) in the immediately preceding proviso, the Company shall pay the effect upon termination of Executive over for a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus greater of two (2) years or the Executive's Maximum Bonus Amount (remaining term of this Agreement. Executive shall not receive such severance payments if Executive is terminated for Cause, as defined in effect as SECTION 10 of the date of termination)this Agreement. In the event that the Executive is eligible to receive terminated by UIC without cause, and during the period of time he is receiving severance benefits provided for by hereunder a Sale of UIC shall occur, as the term Sale is defined in Section 4.1(b)(iii)(w-z) in the UIC Stock Option Agreement, immediately prior to or upon the closing of the transaction in which such a Sale shall occur, UIC shall calculate the aggregate amount of the remainder of the monthly payments required to be made to Executive pursuant to this Section 4.4(a)6 and shall place such sum, without discount, in a reasonable and customary escrow account to secure UIC's and/or its successor's payment of the remainder of such monthly payment obligation to Executive. The Escrow Agent shall make the remainder of the monthly payments to Executive shall not be eligible required under this Section 6 to receive severance benefits under any other Company plan, policy, or agreementExecutive from such escrow.

Severance. Subject (a) If, on or before June 8, 1998, Employee's employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability, then Employee shall be entitled to receive severance payments totaling an amount equal to twelve (12) months Compensation (calculated at the Executive's continued compliance with his obligations rate of Compensation then being paid to Employee). Any severance payments to be paid to Employee under this Agreement, Section 4(a) or under Section 4(b) below shall be referred to herein as the Company "Severance Payment". Employee's Severance Payment under this Section 4(a) shall have no obligation to the Executive other than: be paid by Dendrite in twelve (i12) the payment of the Executive's earned and unpaid compensation through consecutive equal monthly payments commencing not later than thirty (30) days after the effective date of such termination; the termination of Employee's employment. (iib) the payment of If, after June 8, 1998, Employee's employment hereunder is terminated by Dendrite for any deferred bonusreason other than death, subject Cause, or Disability, then Employee shall be entitled to the provisions of Section 409A of the Code; (iii) the payment of receive severance payments totaling an amount equal to six (6) months Compensation (calculated at the sum rate of the ExecutiveCompensation then being paid to Employee). Employee's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which Severance Payment under this Section 4(b) shall be paid to by Dendrite in six (6) consecutive equal monthly payments commencing not later than thirty (30) days after the Executive upon the first business day following the six month anniversary effective date of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), Employee's employment. (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law No interest shall accrue or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth be payable on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) or with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)Severance Payment. In the event that of a termination of Employee's employment described in Sections 4(a) or 4(b) above, Employee shall be provided continued "COBRA" coverage pursuant to Sections 601 et seq. of ERISA under Dendrite's group medical and dental plans. During the Executive is period which Employee receives any Severance Payment, Employee's cost of COBRA coverage shall be the same as the amount paid by employees of Dendrite for the same coverage under Dendrite's group health and dental plans. Notwithstanding the foregoing, in the event Employee becomes re-employed with another employer and becomes eligible to receive the severance benefits provided for by this Section 4.4(a)health coverage from such employer, the Executive payment of COBRA coverage by Dendrite as described herein shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementcease.

Severance. Subject (a) Although nothing in this Section 4 shall be construed to alter the at-will nature of employment as set forth in Section 1 above, if Executive is terminated by the Company without Cause or resigns for Good Reason, Executive will be paid a lump sum amount equal to two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If Executive is terminated by the Company without Cause or resigns for Good Reason, the Company will also provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in an amount not to exceed $20,000; Executive shall not be entitled to cash in lieu of outplacement services. If Executive is terminated by the Company without Cause, resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive will be entitled to receive a pro rata bonus payment (based on the actual performance of the Company over the entire year), at such time bonuses are paid to the Company’s other Senior Executives, based on the number of months worked in the applicable fiscal year of the Company (the “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment A within 30 days following the date Executive's continued compliance ’s employment with his obligations the Company terminates. Company shall pay Executive the Salary Severance on the date which is the later of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms), subject to Section 21, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms) or the date on which Company pays bonuses to Company’s Senior Executives for the applicable year (such date to be in the calendar year following the year in which the separation from service occurs), subject to Section 21. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Section 4, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) contributions following the termination of Executive’s employment. (b) In the event that Executive is qualified for and elects COBRA coverage under the Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the cost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first, payable in accordance with the Company’s normal benefit practices. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as set forth in Section 4(a) above and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be forfeited. (c) Notwithstanding the terms of any stock incentive plan of the Company or stock option or stock appreciation right agreement to which Executive is a party, if Executive is terminated by the Company without Cause or resigns for Good Reason, and on the effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the Company’s common shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, the Company hereby agrees that Executive shall be permitted to pay the exercise price and/or any tax withholding obligation payable in connection with the exercise of any of Executive’s then outstanding and exercisable Company stock options and/or stock appreciation rights by either tendering common shares of the Company then owned by Executive and/or instructing the Company to withhold from the common shares otherwise issuable upon exercise such stock options and/or stock appreciation rights a number of common shares having a fair market value on the date of exercise equal to the exercise price and/or tax withholding obligation. (d) For purposes of this Agreement, the Company shall have no obligation “Cause” to terminate Executive’s services in the Executive other thanevent of any of the following acts or circumstances: (i) the payment Executive’s conviction of the Executive's earned and unpaid compensation through the effective date a felony or entering a plea of such terminationguilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) the payment Executive’s substantial and repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of any deferred bonusthis Agreement, subject to the provisions except during periods of Section 409A of the Codephysical or mental incapacity; (iii) the payment of an amount equal Executive’s gross negligence or willful misconduct with respect to the sum any material aspect of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as business of the date Company or any of termination)its affiliates, 50% of which shall be paid to gross negligence or willful misconduct has a material and demonstrable adverse effect on the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six monthsCompany; (iv) treatment Executive’s material violation of a Company policy resulting in a material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a violation of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) Company’s Code of Business Conduct and (d)Ethics; or (v) subject to the provisions any material breach of Section 409A this Agreement or any material breach of the Code, immediate payout of benefits previously accrued under any other written agreement between Executive and the Company's Supplemental Executive Retirement Plan and ’s affiliates governing Executive’s equity compensation arrangements (vi) executive outplacement benefitsi.e., except as otherwise required by law or by the terms any agreement with respect to Executive’s stock, stock appreciation right and/or stock options of any of the Company's benefit plans (excluding severance plans’s affiliates); PROVIDEDprovided, however, that Executive shall not be deemed to have been terminated for Cause in the event that such termination is within six months following the Closingcase of clause (ii), (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (xiv) the multiple set forth on ATTACHMENT 1 and or (yv) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachabove, as in effect as of immediately unless any such breach is not fully corrected prior to the Closing), (B) in lieu expiration of the benefit set forth in clause thirty (iv30) with respect calendar day period following delivery to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund Executive of the full purchase price within 30 days following such return and Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in reasonable detail. (Ce) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid deemed to have a lump sum cash amount within 30 days following “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as General Counsel, (ii) the date failure by any successor of termination of employment equal the Company to any amount withheld assume in writing the Company’s obligations under this Agreement, (iii) the breach by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDEDof any of its obligations under this Agreement, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closingand, in lieu of the benefit set forth in clause any such case (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive but only if correction or cure is eligible to receive the severance benefits provided for by this Section 4.4(apossible), the failure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, (iv) the relocation of Executive’s primary office location of more than 50 miles that places the primary office farther from Executive’s residence than it was before, or (v) the imposition by the Company of a requirement that Executive report to a person other than the Chief Executive Officer of the Company or the Chairman of the Board. Executive shall not be eligible have a Good Reason to receive severance benefits under any other resign if the Company plansuspends Executive due to an indictment of Executive on felony charges, policy, or agreementprovided that the Company continues to pay Executive’s salary and benefits.

Severance. Subject In the event CEO resigns with good reason or CEO’s employment is terminated without cause, CEO executes a comprehensive release of claims substantially in the form attached hereto as Exhibit A, and CEO does not exercise the right to revoke, Sound Transit shall provide CEO the Executive's continued compliance with his obligations following severance pay and benefits: (a) Payment of CEO’s then-current Base Salary for the period remaining under this Agreement, the Company shall have no obligation to the Executive other than: then-current Term or a period of one year (i365 days) the payment of the Executive's earned and unpaid compensation through measured from the effective date of such termination; resignation with good reason or termination without cause, whichever is shorter (iithe “Severance Period”), together with all scheduled contributions, if any, to CEO’s 401(a) and 457(b) plans for the Severance Period. These payments and contributions shall be subject to all payroll taxes and required withholding, any additional withholding to which CEO has agreed, and any outstanding obligations owed by the CEO to Sound Transit, and shall be made in accordance with Sound Transit’s regular payroll policies and practices, as currently in effect or hereafter modified at Sound Transit’s discretion. (b) In the event that CEO timely elects COBRA continuation coverage for CEO and/or CEO’s dependents, payment of any deferred bonusa single lump sum, subject to the provisions of Section 409A of the Code; (iii) the payment of an routine payroll deductions and withholding, in a net amount equal to the sum aggregate cost of the Executive's annual Base Salary plus corresponding premiums for such coverage for the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), Severance Period.,. (c) Payment of the cash value of one hundred percent (100%) of CEO’s accrued, unused vacation, and twenty-five percent (25%) of CEO’s accrued, unused sick leave, subject to routine payroll deductions and withholding. (d) The foregoing provisions are intended to be exempt from or comply with the requirements of Internal Revenue Code Section 409A, and the final regulations and any guidance promulgated thereunder (collectively, “Section 409A”); (v) , so that none of the severance payments and benefits to be provided hereunder will be subject to the provisions additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Sound Transit and CEO agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law any additional tax or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately income recognition prior to actual payment to CEO under Section 409A. Notwithstanding the Closing)foregoing, (B) in lieu of the benefit set forth in clause (iv) Sound Transit makes no representation or warranty to CEO with respect to any Purchased Parent Sharestax, economic or legal consequences of any Purchased Parent Shares payments or benefits provided hereunder, including without limitation under Section 409A, and no provision of the Agreement shall be returned interpreted or construed to the Company in exchange transfer any liability for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) failure to comply with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on 409A from CEO or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, individual to Sound Transit or agreementany of its affiliates.

Severance. Subject Provided Executive signs and delivers, and does not revoke, a general release in a form acceptable to the Executive's continued compliance with his obligations under this AgreementCompany in its sole discretion, (x) Executive shall be entitled to receive a severance payment equal to two (2) weeks of base salary for every full year that Executive was employed by the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusGroup, subject to the provisions of Section 409A of the Code; (iii) the a minimum payment of an amount equal to the sum twenty six (26) weeks base salary and a maximum payment of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount fifty two (as in effect as of the date of termination)52) weeks base salary, 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the if Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoproperly elects COBRA coverage, the Company shall pay will make payments to the Executive over insurance provider(s) equal to the amount due for Executive’s COBRA coverage payments for a 24-month period in of time equal monthly installments to the product number of (x) two and (y) the sum weeks of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the ’s severance payments or until Executive is eligible to receive health benefits under another medical plan, whichever is sooner (by way of example only, if Executive is entitled to a severance payment equal to thirty weeks base salary because he/she has been employed by the severance benefits provided Company for by this Section 4.4(a)15 years, the Company will make monthly payments to the COBRA insurance provider for the first thirty weeks of COBRA coverage, assuming Executive has executed and not revoked the release and has not otherwise become eligible to receive benefits under another medical plan). Executive agrees to give the Company notice immediately if he/she becomes eligible to receive benefits under another medical plan. The severance payment based on tenure with the Company shall be paid in a lump sum promptly following the expiration of the Notice Period and the expiration of any revocation period to which Executive may be entitled as provided in the release agreement. The release agreement will provide, among other things, for the general release of any and all claims that Executive may have against the Group and its officers, directors, employees and agents, whether known or unknown, and whether at common law or arising under any statute, including but not limited to statutes relating to discrimination and whistleblowing, and also will require Executive to keep the terms of the release confidential, subject to appropriate carve outs as required by law. Executive shall not be eligible entitled to receive severance any other payment of any kind, except (a) as expressly provided in this Agreement, (b) earned wages or accrued vacation time that remain due and payable, and (c) benefits to the extent that Executive is entitled to accrued benefits under the express terms of any other Company plan, policy, plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the relevant plan documents or agreementapplicable law.

Severance. Subject (a) In the event of the termination of the Employee’s employment under Section 8.3, the Employee shall be entitled to severance pay as follows: (i) if terminated within the Executive's continued compliance with his obligations first six (6) months of the date of this Agreement, in an amount equal to three (3) months of Salary, (ii) if terminated after the first six (6) months of the date of this Agreement but less than twelve (12) months in the Position, in an amount equal to six (6) months of Salary; (iii) if terminated after twelve (12) months of the date of this Agreement, in an amount equal to twelve (12) months of Salary; (b) In the event of the termination of the Employee’s employment under Section 8.4, the Employee shall be entitled to twelve (12) months of Salary. (c) In the event of the termination of the Employee’s employment under Section 8.3 or 8.4, the Employee shall be reimbursed the cost of benefits continuation under the Consolidated Omnibus Benefits Reconciliation Act (“COBRA”) for the period of time during which he is entitled to receive severance pay if benefits continuation is so elected by the Employee. (d) If Employee is previously receiving severance pursuant to Section 8.3, the Employee shall not be entitled to receive additional severance pursuant to 8.4 for a change of control occurring after Employee’s termination. Employee shall not be entitled to receive severance pursuant to both Sections 8.3 and 8.4. (e) All payments under this AgreementSection 8.5 are conditioned upon the Employee honoring the covenants contained in the Confidentiality, Non-Competition and Invention Assignment Agreements and executing a release of all claims arising from Employee’s employment with Advancis, in such form as may then be used by the Company respecting termination of employees. (f) All payments under this Section 8.5 shall be subject to all withholding obligations, calculated on the basis of the Salary in effect at the date of termination and paid in the same manner as Salary was then paid hereunder. (g) Except as provided in subsections (a) and (b) above, the Company shall have no liability or obligation by reason of or subsequent to the Executive other than: (i) the payment termination of the Executive's earned employment relationship between the Company and unpaid compensation through the effective date of such termination; Employee. (iih) the payment of any deferred bonus, subject Notwithstanding anything in this Agreement to the provisions contrary, in no event shall the Company be obligated to pay or distribute to Employee any amount that constitutes nonqualified deferred compensation within the meaning of Section Internal Revenue Code section 409A of (“Code section 409A”) earlier than the Code; (iii) the payment of an earliest permissible date under Code section 409A that such amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall could be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued without additional taxes or interest being imposed under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.Code section 409A.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) With respect to each Transferred Employee whose employment is terminated by Purchaser or one of its Affiliates during the payment eighteen (18) month period immediately following the Lease End Date (or, in the case of Foreign Employees, the Executive's earned and unpaid compensation through twenty-four (24) month period immediately following the effective date Lease End Date), Purchaser shall provide severance benefits to each such employee which are no less favorable than those provided under the standard, country specific, non-restructuring severance policy of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as Sellers in effect as of the date of terminationthis Agreement, a copy of which is attached hereto on Schedule 10.2(b)(i). (ii) To the extent that Conopco and its Affiliates are required to pay severance benefits to a number of Business Employees in excess of a maximum number of Business Employees determined in accordance with Schedule 10.2(b)(ii) (such maximum number, the "Maximum Number", and such excess number, the "Excess Number"), 50% Purchaser shall pay to Conopco, no later than the earlier of which shall be paid to August 1, 2001 or the Executive upon the first business thirtieth day following the six month anniversary of the date of termination of employment and the remainder of last day on which shall any Leased Employee ceases to be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued a Leased Employee under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDEDEmployee Lease Agreement, that in the event that such termination is within six months following the Closing, an amount equal to (A) in lieu the average severance required to be paid by Conopco and its Affiliates to all Business Employees (which, for the avoidance of doubt, is not just the benefit set forth in clause (iii)Excess Number of Business Employees) entitled to severance benefits, the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), multiplied by (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesExcess Number; provided, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHERhowever, that in the event that such termination if a Foreign Employee is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible nevertheless entitled to receive severance benefits pursuant to applicable Laws, notwithstanding that Purchaser has made an offer of employment to such Foreign Employee in accordance with the provisions of this Article X, then (i) Conopco and its Affiliates shall be solely liable for severance benefits to such Foreign Employee and (ii) any such Foreign Employee shall be disregarded for purposes of determining under this Section 10.2(b)(ii) the number of Business Employees to whom Conopco and its Affiliates have provided severance benefits. With respect to Foreign Employees described in the last sentence of Section 10.1(a), to the extent that Purchaser is required to hire or continue the employment of Foreign Employees at the Closing Date due to foreign Laws (such Foreign Employees being deemed Transferred Employees in accordance with Section 10.1(b)) and Purchaser terminates the employment of such Foreign Employees on or prior to the last day on which any other Company planLeased Employee ceases to be a Leased Employee under the terms of the Employee Lease Agreement, policy, or agreementsuch terminated Transferred Employees shall not be disregarded but shall be counted for purposes of determining under this Section 10.2(b)(ii) the number of Business Employees to whom Conopco and its Affiliates have provided severance benefits (and therefore shall be counted toward the Maximum Number and in the calculation of the Excess Number).

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) Except as provided in Section 5(d)(ii), if during the payment term of this Agreement Officer's employment shall be terminated by Employer other than for Cause, then (A) until February 28, 1999 or the second anniversary of the Executive's earned Termination Date, whichever is later (the "Severance Period"), Employer shall (1) continue to pay Officer his annual base salary, at the rate in effect on the Termination Date, and unpaid compensation through (2) provide the effective date benefits specified in Section 4(e) hereof, (B) Employer shall pay Officer, within ten (10) days after the end of such termination; (ii) each Fiscal Year ending during the payment of any deferred bonusSeverance Period, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum incentive compensation paid or payable to Officer pursuant to Section 4(b) in respect of the ExecutiveFiscal Year immediately preceding the Fiscal Year in which Officer's annual Base Salary plus Termination Date occurs (the Executive's Maximum "Bonus Amount Rate") (as in effect as of such amount to be pro-rated for any Fiscal Year ending during the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six Severance Period that is less than 12 months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Codeprovided, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDEDhowever, that in the event that such termination is within six months following the ClosingSeverance Period ends on a date prior to the end of a Fiscal Year, (A) in lieu of the benefit set forth in clause (iii), the Company Employer shall also pay the Executive a lump sum cash Officer an amount equal to the product of (1) the Bonus Rate and (2) the fraction obtained by dividing (x) the multiple set forth on ATTACHMENT 1 and number of days elapsed since the end of the immediately preceding Fiscal Year through the end of the Severance Period by (y) 365, and (C) all stock options held by Officer on the Termination Date shall become immediately and fully exercisable. (ii) If after a "Change in Control" (as defined in Appendix A to this Agreement) and during the term of this Agreement Officer's employment shall be terminated by Employer other than for Cause or by Officer for Good Reason, then (A) Employer shall pay Officer in a single payment as soon as practicable after the Termination Date, as severance pay and in lieu of any further salary and incentive compensation for periods subsequent to the Termination Date, an amount in cash equal to three times the sum of the Executive(1) Officer's annual base salary at the Termination Date and (2) the Executiveincentive compensation paid or payable to Officer pursuant to Section 4(b) in respect of the Fiscal Year immediately preceding the Fiscal Year in which Officer's target bonus amount (each, as in effect as of immediately prior to the Closing)Termination Date occurs, (B) Employer shall continue to provide for three years from the Termination Date the benefits specified in lieu of the benefit set forth in clause (ivSection 4(e) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return hereof and (C) all stock options held by Officer on the Termination Date shall become immediately and fully exercisable. For purposes of this Agreement, "Good Reason" shall be deemed to occur if Employer (x) breaches this Agreement in lieu any material respect or (y) takes any other action which results in the diminution in Officer's status, title, position and responsibilities other than an insubstantial action not taken in bad faith and which is remedied by Employer promptly after receipt of the benefit set forth notice by Officer. Notwithstanding anything in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect this Agreement to the New Parent Restricted Shares; PROVIDEDcontrary, FURTHER, that in the event it shall be determined that such termination is on any payment or after distribution by Employer or any other person or entity to or for the date that is six months after benefit of Officer (within the Closing but prior meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), whether paid or payable or distributed or distributable pursuant to the first anniversary terms of this Agreement or otherwise in connection with, or arising out of, his employment with Employer or a change in ownership or effective control of Employer or a substantial portion of its assets (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Closing, in lieu of Code (the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a"Excise Tax"), the Executive Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Officer retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Officer received all of the Payments. If the application of the preceding sentence should require a reduction in Payments or other "parachute payments" (within the meaning of Section 280G of the Code), unless Officer shall have designated otherwise, such reduction shall be eligible implemented, first, by reducing any non-cash benefits to receive severance the extent necessary and, second, by reducing any cash benefits under any other Company planto the extent necessary. In each case, policythe reductions shall be made starting with the payment or benefit to be made on the latest date following the Termination Date and reducing payments or benefits in reverse chronological order therefrom. All determinations concerning the application of this paragraph shall be made by a nationally recognized firm of independent accountants, or agreementselected by Officer and satisfactory to Employer, whose determination shall be conclusive and binding on all parties. The fees and expenses of such accountants shall be borne by Employer.

Severance. Subject to the Executive's continued compliance with his obligations under (a) Although nothing in this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which 4 shall be paid construed to alter the Executive upon the first business day following the six month anniversary of the date of termination at-will nature of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)Section 1 above, if Executive is terminated by the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachwithout Cause or resigns for Good Reason, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If Executive is terminated by the Company without Cause or resigns for Good Reason, the Company will also provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in connection with any Section 83(b) election made an amount not to exceed $20,000; Executive shall not be entitled to cash in lieu of outplacement services. If Executive is terminated by the Company without Cause, resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive with respect will be entitled to receive a pro rata bonus payment, at such time bonuses are paid to the New Parent Restricted Shares; PROVIDEDCompany’s other Senior Executives, FURTHER, that based on the number of months worked in the event that such termination applicable fiscal year of the Company (the “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment A. Company shall pay Executive the Salary Severance on the date which is the later of ten days after the date on which it receives the signed release or six months after the date of separation from service, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release, the date on which Company pays bonuses to Company’s Senior Executives for the applicable year, or the date that is six months after the Closing but prior date of separation from service. Executive understands and agrees that Executive shall not be entitled to the first anniversary of the Closing, in lieu of the any other severance benefit not set forth in clause this Section 4, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) contributions following the termination of Executive’s employment. (iiib) In the event that Executive is qualified for and elects COBRA coverage under the benefits Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the cost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as set forth in clause Section 4(a) above and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be forfeited. (Ac) If Executive is terminated by the Company without Cause or resigns for Good Reason, and on the effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the immediately preceding provisoCompany’s common shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, Executive will be paid an additional lump sum amount equal to $250,000 (the “Blackout Period Severance”). Company shall pay Executive the Blackout Period Severance on the same date that the Salary Severance is paid. (d) For purposes of this Agreement, the Company shall pay have “Cause” to terminate the Executive over a 24-month period Executive’s services in equal monthly installments the product event of (x) two and (y) the sum any of the following acts or circumstances: (i) Executive's annual Base Salary plus the ’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive's Maximum Bonus Amount ’s substantial and repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Agreement, except during periods of physical or mental incapacity; (as in effect as iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the date business of terminationthe Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in a material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a violation of the Company’s Code of Business Conduct and Ethics; or (v) any material breach of this Agreement or any material breach of any other written agreement between Executive and the Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock and/or stock options of any of the Company’s affiliates). In the event ; provided, however, that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible deemed to receive severance benefits have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such breach is not fully corrected prior to the expiration of the thirty (30) calendar day period following delivery to Executive of the Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in reasonable detail. (e) Executive will be deemed to have a “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as President and Chief Operating Officer, (ii) the failure by any successor of the Company to assume in writing the Company’s obligations under this Agreement, (iii) the breach by the Company in any other respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the failure by the Company planto correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, policy(iv) the relocation of Executive’s primary office location of more than 50 miles that places the primary office farther from Executive’s residence than it was before, or agreement(v) the imposition by the Company of a requirement that Executive report to a person other than the Chief Executive Officer of the Company or the Chairman of the Board. Executive shall not have a Good Reason to resign if the Company suspends Executive due to an indictment of Executive on felony charges, provided that the Company continues to pay Executive’s salary and benefits. No Salary Severance is payable after Executive turns age 65, regardless of whether Executive has a Good Reason for resignation and regardless whether the Company has Cause to terminate Executive.

Severance. (a) Subject to Section 21 hereof, if (i) the Company terminates the employment of the Executive prior to March 7, 2011, against his will and without Cause, or (ii) the Executive terminates his employment prior to March 7, 2011 for Good Reason, then (A) Executive shall be entitled to receive base salary, incentive cash compensation (determined on a pro-rated basis as to the year in which the Termination Date occurs), pay for accrued but unused paid time off, and reimbursement for expenses pursuant to Section 13 hereof through the Termination Date, plus a lump-sum equal to twelve (12) months of the Executive's continued compliance with his obligations under this Agreement’s specified base salary hereunder at the rate in effect on the Termination Date, and (B) notwithstanding the vesting and exercisability provisions otherwise applicable to Outstanding Options and the restrictions applicable to Outstanding Restricted Shares, all of such options shall be fully vested and exercisable upon such termination and shall remain exercisable as specified in the option grant agreements, and all of such restricted shares shall thereon become immediately and fully vested. Except to the extent that more time is required to determine any of the incentive compensation amounts, the Company shall have no obligation to pay the Executive other than: cash amounts provided for in this Section within thirty (i30) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following days after the six (6) month anniversary of the date of such termination (but no later than the end of employment and the remainder of calendar year in which such six (6) month anniversary occurs); provided, however, that pay for accrued but unused paid time off shall be paid as soon as practicable following such termination, and that to the Executive in equal installments each month thereafter for six months; (iv) treatment extent that Section 409A of the New Parent Restricted Shares Internal Revenue Code of 1986 and any guidance or regulations issued thereunder, as amended, do not require the effectuation of the six (and6) month delay described above with respect to any other cash amounts provided for in this Section, the Company shall pay such cash amounts within thirty (30) days after the date of such termination (but no later than the end of the calendar year in which such termination occurs). Notwithstanding the foregoing, the Company shall not be required to pay any severance pay for any period following the Termination Date if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the Executive shall have materially violated the provisions of Section 18, 19, or 20 of this Agreement and such violation is not cured within thirty (30) days following receipt of written notice from the Company containing a description of the violation and a demand for immediate cure. (b) Subject to Section 21 hereof, if (A) the Executive voluntarily terminates his employment prior to March 7, 2011, other than for Good Reason or (B) the Executive’s employment is terminated by the Company prior to March 7, 2011 for Cause, then the Executive shall be entitled to receive salary, pay for accrued but unused paid time off, and reimbursement of expenses pursuant to Section 13 hereof through the Termination Date only; vesting of Outstanding Options and Outstanding Restricted Shares shall cease on such Termination Date; any then un-vested Outstanding Options shall terminate (with the then-vested Outstanding Options vested and exercisable as specified in the option grant agreements). The Company shall pay the cash amounts provided for in this Section within thirty (30) days after the six (6) month anniversary of the date of such termination (but no later than the end of the calendar year in which such six (6) month anniversary occurs); provided, however, that pay for accrued but unused paid time off shall be paid as soon as practicable following such termination, and that to the extent that Section 409A of the CodeInternal Revenue Code of 1986 and any guidance or regulations issued thereunder, immediate payout as amended, do not require the effectuation of benefits previously the six (6) month delay described above with respect to any other cash amounts provided for in this Section, the Company shall pay such cash amounts within thirty (30) days after the date of such termination (but no later than the end of the calendar year in which such termination occurs). (c) Subject to Section 21 hereof, if the Executive’s employment is terminated prior to March 7, 2011 due to death or Disability, the Executive (or his estate or legal representative as the case may be) shall be entitled to receive (i) salary, reimbursement of expenses pursuant to Section 13 hereof, and pay for any unused paid time off accrued under through the Company's Supplemental Executive Retirement Plan Termination Date; (ii) a pro-rated amount of incentive cash compensation for the fiscal year in which the Termination Date occurs; and (viiii) executive outplacement benefitsa lump sum equal to base salary at the rate in effect on the date of such termination for the lesser of (a) twelve (12) months and (b) the remaining term of this Agreement at the time of such termination. In such case, except as otherwise required by law or by the terms vesting of the Company's benefit plans Outstanding Options and Outstanding Restricted Shares shall cease on such Termination Date, and any then un-vested Outstanding Options shall terminate (excluding severance plans); PROVIDED, that with the then-vested Outstanding Options vested and exercisable as specified in the event option grant agreements). Except to the extent that such termination more time is within six months following the Closing, (A) in lieu required to determine any of the benefit set forth in clause (iii)incentive compensation amounts, the Company shall pay the Executive a lump sum cash amount equal amounts provided for in this Section on the thirtieth (30th) day following the Executive’s death, or if termination is due to Disability, within thirty (30) days after the six (6) month anniversary of the date of such termination (but no later than the end of the calendar year in which such six (6) month anniversary occurs); provided, however, that to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum extent that Section 409A of the Executive's annual base salary Internal Revenue Code of 1986 and the Executive's target bonus amount (eachany guidance or regulations issued thereunder, as in effect as of immediately prior to amended, do not require the Closing), (B) in lieu effectuation of the benefit set forth in clause six (iv6) month delay described above with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned cash amounts provided for in this Section upon termination due to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoDisability, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of such cash amounts within thirty (x30) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of days after the date of terminationsuch termination (but no later than the end of the calendar year in which such termination occurs). . (d) In addition to the event that provisions of Section 12(a), 12(b), or 12(c), hereof, as the Executive is eligible case may be, to receive the severance benefits extent COBRA shall be applicable or as provided for by this Section 4.4(a)law, the Executive shall not be eligible entitled to receive continuation of group health plan benefits for the periods provided by law following the Termination Date if the Executive makes the appropriate election and payments; provided, further, that if the Executive is entitled to severance under Section 12(a) hereof, and the Executive elects COBRA coverage under a group health plan maintained by the Company, the Company shall continue to contribute towards the cost of such coverage for the Executive and his dependents for the six (6) month period following his Termination Date, at the same rate which was in effect upon the date of such termination of employment. (e) Subject to Section 21 hereof, the Executive acknowledges that, upon termination of his employment, he is entitled to no other compensation, severance or other benefits under any other Company plan, policy, than those specifically set forth or agreementreferred to in this Agreement.

Severance. Subject to the Executive's continued compliance with his obligations under (a) Although nothing in this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which 4 shall be paid construed to alter the Executive upon the first business day following the six month anniversary of the date of termination at-will nature of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)Section 1 above, if Executive is terminated by the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachwithout Cause or resigns for Good Reason, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If Executive is terminated by the Company without Cause or resigns for Good Reason, the Company will also provide Executive with outplacement services for up to six months by a provider selected and paid for by the Company in connection with any Section 83(b) election made an amount not to exceed $20,000; Executive shall not be entitled to cash in lieu of outplacement services. If Executive is terminated by the Company without Cause, resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive with respect will be entitled to receive a pro rata bonus payment, at such time bonuses are paid to the New Parent Restricted Shares; PROVIDEDCompany’s other Senior Executives, FURTHER, that based on the number of months worked in the event that such termination applicable fiscal year of the Company (the “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Executive agrees to execute and deliver to the Company a fully effective general release in the form attached to this Agreement as Attachment A. Company shall pay Executive the Salary Severance on the date which is the later of ten days after the date on which it receives the signed release or six months after the date of separation from service, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release, the date on which Company pays bonuses to Company’s Senior Executives for the applicable year, or the date that is six months after the Closing but prior date of separation from service. Executive understands and agrees that Executive shall not be entitled to the first anniversary of the Closing, in lieu of the any other severance benefit not set forth in clause this Section 4, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) contributions following the termination of Executive’s employment. (iiib) In the event that Executive is qualified for and elects COBRA coverage under the benefits Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the cost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as set forth in clause Section 4(a) above and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be forfeited. (Ac) If Executive is terminated by the Company without Cause or resigns for Good Reason, and on the effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the immediately preceding provisoCompany’s common shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, Executive will be paid an additional lump sum amount equal to $125,000 (the “Blackout Period Severance”). Company shall pay Executive the Blackout Period Severance on the same date that the Salary Severance is paid. (d) For purposes of this Agreement, the Company shall pay have “Cause” to terminate the Executive over a 24-month period Executive’s services in equal monthly installments the product event of (x) two and (y) the sum any of the following acts or circumstances: (i) Executive's annual Base Salary plus the ’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive's Maximum Bonus Amount ’s substantial and repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Agreement, except during periods of physical or mental incapacity; (as in effect as iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the date business of terminationthe Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in a material and demonstrable adverse effect to the Company or an affiliate, including but not limited to a violation of the Company’s Code of Business Conduct and Ethics; or (v) any material breach of this Agreement or any material breach of any other written agreement between Executive and the Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock and/or stock options of any of the Company’s affiliates). In the event ; provided, however, that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible deemed to receive severance benefits have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such breach is not fully corrected prior to the expiration of the thirty (30) calendar day period following delivery to Executive of the Company’s written notice of its intention to terminate his employment for Cause describing the basis therefore in reasonable detail. (e) Executive will be deemed to have a “Good Reason” if Executive terminates his employment because of (i) a material diminution of Executive’s duties as Chief Financial Officer, (ii) the failure by any successor of the Company to assume in writing the Company’s obligations under this Agreement, (iii) the breach by the Company in any other respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the failure by the Company planto correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, policy(iv) the relocation of Executive’s primary office location of more than 50 miles that places the primary office farther from Executive’s residence than it was before, or agreement(v) the imposition by the Company of a requirement that Executive report to a person other than the Chief Executive Officer of the Company or the Chairman of the Board. Executive shall not have a Good Reason to resign if the Company suspends Executive due to an indictment of Executive on felony charges, provided that the Company continues to pay Executive’s salary and benefits. No Salary Severance is payable after Executive turns age 65, regardless of whether Executive has a Good Reason for resignation and regardless whether the Company has Cause to terminate Executive.

Severance. Subject (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the Executive's continued compliance with his obligations under this Agreementexpiration of the Initial Term, the Company shall have no obligation to the Executive other than: (i) the pay Employee a severance payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum one month of the Executive's annual Employee’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of on the date of termination), 50% of which shall be paid subject to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), subsections (c) and (d); . (vb) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) the Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the provisions date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, immediate payout of benefits previously accrued under the Severance Payment will be made on the Company's Supplemental Executive Retirement Plan ’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and (vi) executive outplacement benefits, except agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as otherwise required by law or Exhibit B by the terms of 45th day following the Company's benefit plans Employee’s separation from service and not revoking the release within the seven (excluding severance plans); PROVIDED7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, that the Severance Payment will be paid in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal second calendar year. Employee’s right to the product Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum this Agreement. If Employee breaches any of the Executive's annual base salary and the Executive's target bonus amount (eachhis obligations in Sections 8-11 of this Agreement, as in effect as of he will immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned return to the Company in exchange for a refund any portion of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect Severance Payment that has been paid to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal him pursuant to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement7.

Severance. Subject to Upon the Executive's continued compliance with his obligations under layoff of an employee covered by this Agreement, the Company employee shall have no obligation be‌ entitled to the Executive other than: following: (ia) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) Pay in lieu of the benefit set forth in clause prior notice not given by Anixter Center, (iii)b) Accrued annual leave, the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)if any. In the event that of an employee’s dismissal, he/she shall be entitled to only accrued annual leave, unless an employee has not passed his/her probationary period in which event the Executive employee would not be entitled to any annual leave. In the event of a layoff or position elimination, Anixter Center will offer, when possible, comparable job openings to the affected employee(s) as outlined in Article 10, Sections 2, 3 and 4. Comparable is eligible to receive defined as identical pay and reasonably similar qualifications as the severance benefits provided for by this Section 4.4(a)position the employee formerly held. In the event the employee rejects an offer of a comparable job, the Executive employee forfeits all rights to severance pay. In the event Anixter Center has no comparable positions available, severance pay in the event of a layoff shall be as follows: 1 year but less than 2 years in seniority 5 days 2 years but less than 3 years in seniority 12 days 3 years but less than 5 years in seniority 20 days 5 years in seniority and over 25 days Severance pay will be paid out in the same manner as normal pay, over a period of time, not in a lump sum. Severance pay will cease to be paid when: (a) the applicable limit shown above is reached, or (b) when a comparable opening is offered to the employee, whichever occurs first. An employee’s receipt of severance pay will not jeopardize his/her right to recall, however, an employee shall not exceed her/his allotment of severance pay as outlined above, in any twelve (12) month period regardless of the number of times the employee may be eligible to receive severance benefits under any other Company plan, policy, or agreementlaid off.

Severance. Subject to As soon as practicable after the Executive's continued compliance with his obligations under this AgreementTermination, the Company shall have but in any event no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of later than 10 business days following such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)Termination, the Company shall pay or cause to be paid to the Executive Executive, a lump sum cash amount equal to the product of three (x3) the multiple set forth on ATTACHMENT 1 and (y) times the sum of (i) the Executive's annual base salary on the Effective Date (the "Base Salary"), (ii) the Bonus, and (iii) the value of the perquisites (e.g., car allowance, club dues, etc., including any ordinary tax gross-ups for perquisites) provided to Executive in respect of the year prior to the Change of Control and, if greater, the year in respect of which the Change of Control occurs. In making the calculation in the immediately preceding sentence, if a Change of Control shall occur prior to a determination by the Board in the year 2000 of the Executive's target bonus amount for 1999, the annual base salary referred to in clause (eachi) of the immediately preceding sentence shall be deemed the Executive's annual base salary for 1998 and the Bonus referred to in clause (ii) of the immediately preceding sentence shall be deemed the bonus paid to him in respect of 1998 (or if not then determined, as in effect as 1997). In addition, at the time of immediately prior the above payment, the Executive shall be entitled to an additional lump sum cash payment equal to the Closing)sum of (A) Executive's annual salary through the date of termination, (B) in lieu a pro rata portion of the benefit set forth in clause Bonus (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of calculated through the date of termination). In ; provided, however, if a Change of Control shall occur prior to a determination by the event Board in the year 2000 of the Executive's bonus for 1999, the amount payable in respect of clause (A) shall be calculated as if the Executive's annual salary rate were that payable to him in 1998 and the Executive is eligible to receive amount payable in respect of clause (B) shall be the severance benefits provided pro rata portion of his Bonus for by this Section 4.4(a1998 (or if not then determined, 1997), the Executive shall not be eligible and (C) an amount, if any, equal to receive severance benefits under compensation previously deferred (excluding any other Company planqualified plan deferral) and any accrued vacation pay, policyin each case, or agreementin full satisfaction of Executive's rights thereto.

Severance. Subject Executive will receive severance compensation and benefits as would be provided under the Severance Plan, as the same may be amended from time to time, if Executive incurs a “Qualifying Termination,” as such term is defined in Section 1.07(e) hereof (and without regard to whether the Executive's continued compliance termination is with his obligations or without notice under this Agreement), and executes an agreement with the Company under which Executive releases all known and potential claims related to Executive’s employment against Block, the Company shall have no obligation Company, and Affiliates. Such compensation and benefits will be Executive’s election (the “Severance Election”) of the same level of severance compensation and benefits as would be provided under the Severance Plan as such plan exists either (A) on the date of this Agreement or (B) Executive’s Last Day of Employment; provided, however, (1) the “Severance Period” (as such term is defined in the Severance Plan) will be 12 months, notwithstanding any provision in the Severance Plan or Future Severance Plan to the contrary, (2) Executive other than: will be credited with no less than 12 “Years of Service” (ias such term is defined in the Severance Plan) for the payment purpose of determining severance compensation under Section 4(a) of the Severance Plan as it exists on the date of this Agreement or Future Severance Plan, notwithstanding any provision in the Severance Plan as it exists on the date of this Agreement or Future Severance Plan to the contrary, and (3) all restrictions on any nonvested Restricted Shares awarded to Executive's earned and unpaid compensation through , including those awarded pursuant to Section 1.03(d), that would have vested in accordance with their terms by reason of lapse of time within 18 months after the effective date of the termination of employment (absent such termination; (iitermination of employment) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall terminate and such Restricted Shares shall be paid to fully vested and any Restricted Shares that would not have vested in accordance with their terms by reason of lapse of time within 18 months after the Executive upon the first business day following the six month anniversary of the effective date of termination of employment and the remainder of which shall be paid forfeited, notwithstanding any provision in the Severance Plan as it exists on the date of this Agreement or Future Severance Plan to the contrary. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to must notify the Company in exchange for a refund writing within 5 business days after Executive’s Last Day of the full purchase price within 30 days following such return Employment of Executive’s Severance Election. Severance compensation and (Cbenefits provided under this Section 1.07(d) in lieu will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of the benefit set forth in clause (iv) this Agreement or becomes reemployed with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementan Affiliate.

Severance. Subject (a) If the Term is terminated by the Company for Cause, the Company and the LLC will pay to the Executive an aggregate amount equal to the Executive's continued compliance with his obligations under this Agreementaccrued and unpaid base salary through the date of such termination, and all unvested options will terminate immediately and any vested options issued pursuant to the Company's Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (b) If the Term is terminated by the Executive other than because of death, Disability or for Good Reason, the Company shall have no obligation and the LLC will pay to the Executive other than: an aggregate amount equal to the Executive's accrued and unpaid base salary through the date of such termination, and all unvested options will terminate immediately and any vested options issued pursuant to the Company's Incentive Plan and held by the Executive at termination, will expire ninety (i90) days after the termination date. (c) If the Term is terminated upon the Executive's death or Disability, the Company and the LLC will pay to the Executive's estate or the Executive, as the case may be, a lump sum payment equal to the Executive's base salary through the termination date, plus a pro rata portion of the Executive's earned and unpaid bonus for the fiscal year in which the termination occurred. In addition, the Company will make payments for one (1) year of all compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject otherwise payable to the provisions of Section 409A of the Code; (iii) the payment of an amount equal Executive pursuant to the sum this Agreement, including, but not limited to, base salary, bonus and welfare benefits. In addition, all of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount unvested stock options will immediately vest and such options, along with those previously vested, will become exercisable for a period of one (as in effect as of the date of termination), 50% of which shall be paid 1) year thereafter . (d) Subject to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (ivSection 5(f) treatment of the New Parent Restricted Shares (andhereof, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or Agreement is not renewed by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that Company in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)accordance with Paragraph 1, the Company and the LLC shall pay the Executive a lump sum cash amount equal to the product of (x) one (1) times the multiple set forth on ATTACHMENT 1 sum of (A) the Executive's then annual base salary and (B) the amount of the Executive's bonus for the preceding year. In addition, all of the Executive's unvested stock options will immediately vest and such options, along with those previously vested, will become exercisable for a period of one (1) year thereafter, and the Company shall continue in effect the Executive's health insurance benefits until the earlier of (x) one (1) year from the end of the term or (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, date on which the Executive will be paid obtains health insurance coverage from a lump sum cash amount within 30 days following subsequent employer. (e) Subject to Section 5(f) hereof, if the date of termination of employment equal to any amount withheld Term is terminated by the Company without Cause or other than by reason of his death or Disability, in connection with addition to any Section 83(b) election made by other remedies available, or if the Executive with respect to terminates the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoTerm for Good Reason, the Company and the LLC shall pay the Executive over a 24-month period in lump sum equal monthly installments to the product of (x) two one (1) times the sum of (A) the Executive's then annual base salary and (B) the amount of the Executive's bonus for the preceding year. In addition, all of the Executive's unvested stock options will immediately vest and such options, along with those previously vested, will become exercisable for a period of one (1) year thereafter, and the Company shall continue in effect the Executive's health insurance benefits until the earlier of (x) one (1) year from the end of the term or (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that on which the Executive obtains health insurance coverage from a subsequent employer. (f) If, within eighteen (18) months following a Change in Control, the Term is eligible terminated by the Executive for Good Reason, or by the Company without Cause, or if the Agreement is not renewed by the Company in accordance with Paragraph 1, in addition to receive any other rights which the severance benefits provided for by this Section 4.4(a)Executive may have under law or otherwise, the Executive shall not receive the same payments and benefits provided for under Section 5(e) hereof; provided, that the amount -------- of the multiplier described in clause (e) of Section 5 hereof shall be eligible increased from one times to receive severance benefits under any other Company plantwo times. (g) As used herein, policy, or agreement.the term "Cause" means:

Severance. Subject to (a) Any ARTIST with at least five (5) years of service with the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which EMPLOYER shall be paid entitled to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding receive severance plans); PROVIDED, that pay in the event that such termination is within six months following they leave the Closing, (A) in lieu employ of the benefit set forth EMPLOYER, voluntarily or involuntarily, and do not continue their career as a full-time dancer in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product professional dance company within four years of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)leaving BalletMet. In the event that the Executive is eligible to receive ARTIST receives severance and does continue his or her career as a dancer elsewhere as a full-time dancer in a professional dance company within four years of leaving BalletMet, ARTIST shall reimburse EMPLOYER promptly for the severance benefits provided pay received if requested to do so by EMPLOYER. Severance shall be paid in an amount equal to one half (1/2) of the ARTIST's actual weekly salary for by this Section 4.4(a)the first nine (9) years of service and one (1) times the ARTIST's actual weekly salary for each year of service to the EMPLOYER as an apprentice, or level A, B, C, or D dancer for years ten (10) and greater, up to a maximum of 12 years of such service. (b) Any ARTIST with at least ten (10) years of service with the Executive EMPLOYER shall not be eligible entitled to receive severance benefits under any other Company planpay in the event they leave the employ of the EMPLOYER, policyinvoluntarily. Severance shall be paid in an amount equal to one half (1/2) of the ARTIST's actual weekly salary for the first nine (9) years of service and one (1) times the ARTIST's actual weekly salary for each year of service to the EMPLOYER as an apprentice, or agreementlevel A, B, C, or D dancer for years ten (10) and greater, up to a maximum of 12 years of such service. (c) For purposes of this section, “actual weekly salary” shall be computed by taking the average of the highest three years of weekly salary in the five years immediately preceding the severance payment, and “weekly salary” is defined as the ARTIST’s base pay plus any seniority pay (as indicated in the ARTIST’s Standard Artist’s Contract for Employment in such years ). Service as an Apprentice shall be considered in determining eligibility for this benefit and for calculation of the benefit due.

Severance. Subject Upon the cessation of Executive’s employment following (x) the Advisory Period End Date or (y) the earlier termination of Executive’s employment hereunder by reason of (A) Executive’s death or Disability (within the meaning of the Company’s long-term disability plan applicable to Executive as of the Effective Date) or (B) the Company’s termination of the Advisory Period other than for Cause (as such term is defined in the Severance Plan), then, subject to and conditioned upon (x) Executive's ’s continued compliance with his obligations under this AgreementAgreement and the Restrictive Covenants and (y) Executive’s execution of a Release (in substantially the form of Exhibit A), on or within 53 days following the Termination Date, and non-revocation of the Release during the seven-day period following the date on which the Release is executed: (i) If the Company terminates Executive’s employment other than for Cause (as such term is defined in the Severance Plan) prior to the Advisory Period End Date, (A) the Company shall continue to pay to Executive the Salary that would have no obligation been payable during the remainder of the Advisory Period had the Advisory Period ended on the Advisory Period End Date, in accordance with the Company’s normal payroll practices and (B) as of the Termination Date, the vesting of each outstanding Company Equity Award and the Stock Option Award shall continue with respect to the number of option shares subject to each such Company Equity Award and the Stock Option Award that would have vested had Executive other than: remained in employment with the Company through the Advisory Period End Date; (ii) As of the Advisory Period End Date, the vesting of each outstanding Company Equity Award shall be accelerated with respect to the number of option shares subject to each such Company Equity Award that would have vested through the 12-month anniversary of the Advisory Period End Date had Executive remained in employment with the Company through such 12-month anniversary (for clarity, such accelerated vesting is in addition to any continued vesting pursuant to clause (i) the payment above), and any then-remaining unvested portions of the Executive's earned and unpaid compensation through the effective date of such termination; any Company Equity Awards shall be forfeited for no consideration; (iiiii) the payment of any deferred bonusCompany shall pay to Executive an amount equal to $1,250,000, subject payable in a single lump sum within 60 days following the Termination Date; (iv) if Executive elects to receive continued healthcare coverage pursuant to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)COBRA, the Company shall pay the Executive cost of Executive’s and Executive’s covered dependents’ healthcare coverage premiums for a lump sum cash amount equal to period ending on the product earliest of (xA) the multiple set forth on ATTACHMENT 1 and (y) the sum 12-month anniversary of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing)Termination Date, (B) the date on which Executive and his covered dependents become eligible for healthcare coverage under another employer’s plan, or (C) the date on which Executive and his covered dependents otherwise become ineligible for COBRA coverage, which such cost shall be taxable income to Executive; (v) Notwithstanding anything to the contrary above, if Executive terminates his employment prior to the Advisory Period End Date because Executive has obtained other employment or a consulting position and Executive is unable to continue as Strategic Advisor due to the requirements of such employment or consulting position, then (A) Executive shall be entitled to receive the amounts and benefits in lieu Sections 3(b)(ii), 3(b)(iii), and 3(b)(iv), subject to the terms and conditions set forth herein (including the release requirement described above), and (B) Executive shall be entitled to retain the portion of the benefit Stock Option Award that is vested as of the Termination Date and any remaining unvested portion shall be forfeited. For the avoidance of doubt, in such circumstance, Executive shall not be entitled to receive the amounts and benefits in Section 3(b)(i). If the period during which Executive has discretion to execute or revoke the release described above straddles two calendar years, the Company will make the payments that are conditioned upon the release no earlier than January 1st of the second of such calendar years, regardless of the taxable year in which Executive actually delivers the executed release to the Company. For the avoidance of doubt, if Executive terminates his employment prior to the Advisory Period End Date (other than due to Executive’s death or Disability as set forth in clause (ivthis Section 3(b) with respect to or on account of obtaining a subsequent employment or consulting position as described in Section 3(b)(v)), Executive shall forfeit any Purchased Parent Shares, any Purchased Parent Shares shall be returned entitlement to the Company in exchange for a refund of the full purchase price within 30 days following such return payments and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a3(b), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject (a) If (i) the Company terminates the employment of the Executive against his will and without Cause (including by giving notice of termination of the Agreement pursuant to Section 7), or (ii) the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive salary, Incentive Compensation and vacation accrued through the Termination Date, plus the following: (i) a cash lump sum in an amount equal to the greater of the Executive's continued compliance ’s base salary for the remainder of the Initial Term or two years of Executive’s base salary in effect on the Termination Date; (ii) a cash lump sum equal to the maximum amount of the Incentive Compensation which Executive could earn for the fiscal year in which the Termination Date occurs (the “Maximum Incentive Compensation”); and (iii) full vesting of all outstanding stock options and restricted stock held by Executive. The Company shall make the termination payment required hereunder within thirty (30) days of the Termination Date; provided, however, if such thirty (30) day period begins in one calendar year and ends in another calendar year, the Executive will not have the right to designate the calendar year of payment. In addition, the Company and the Executive agree that, upon such termination and for a period of two (2) years following the Termination Date, (i)Executive will make himself available for an average of 20 hours per week in order to consult with the Company in such manner and on such matters as the Company shall reasonably request, (ii) Executive will make himself available to serve on the Board of Directors of the Company, and (iii) in consideration for the Executives agreement to perform such services, the Company will (A) pay the Executive an annual amount equal to 40% of his obligations under this Agreementbase salary in effect on the Termination Date, payable in regular installments in accordance with the Company’s standard payroll practices, and (B) include the Executive in the Company’s Family medical, dental and vision insurance plans, or, if the Executive’s inclusion in such plans is not permitted, provide substantially the same benefits to the Executive at the Company’s expense. Notwithstanding the foregoing, the Company shall have no obligation not be required to pay any severance pay or consulting payments for any period following the Termination Date if the Executive violates the provisions of Section 15, Section 16 or Section 17 of this Agreement in any material respect, and fails to cure such violation within thirty (30) days after written notice from the Company to the Executive other than: detailing such violation. (b) If (i) the payment Executive voluntarily terminates his employment other than for Good Reason, (ii) the Executive’s employment is terminated due to death or Disability, or (iii) the Executive is terminated by the Company for Cause, then the Executive shall be entitled to receive his base salary and accrued vacation through the Termination Date only. In the event of death or Disability the Executive shall also be entitled to receive the Pro-Rated Incentive Compensation and full vesting of all outstanding stock options and restricted stock held by the Executive, subject to the same terms and conditions as provided in Section 9(a). (c) In addition to the provisions of Section 9(a) and 9(b) hereof, to the extent COBRA shall be applicable to the Company or as provided by law, the Executive shall be entitled to continuation of group health plan benefits in accordance with COBRA if the Executive makes the appropriate conversion and payments. If requested to do so, the Company will transfer ownership of the life insurance policy referred to in Section 5 to the Executive and the Executive agrees to pay for any costs related to the transfer in excess of $1000 and to be responsible for all future premiums. (d) The Executive 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 any applicable Stock Option Agreement, or pursuant to any Applicable Benefit Plan. (e) All payments to be made to the Executive upon a termination of employment may only be made upon a “separation from service” (within the meaning of Section 409A) of the Executive's earned and unpaid compensation through the effective date . For purposes of such terminationSection 409A, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; and (iii) no acceleration of the time and form of payment of any nonqualified deferred bonus, subject compensation to the provisions Executive or any portion thereof, shall be permitted. (f) Notwithstanding anything contained in this Agreement to the contrary, if at the time of the Executive’s “separation from service” (as defined in Section 409A of the Code; (iii) the payment Executive is a “specified employee” (within the meaning of an amount equal Section 409A and the Company’s specified employee identification policy) 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 the Executive’s separation from service, then, to the sum extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the Executive's annual Base Salary plus second taxable year following the Executive's Maximum Bonus Amount (as taxable year in effect as of which such an employee incurs the date of terminationinvoluntary separation from service), 50% all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the meaning of which shall be paid Section 409A) to the Executive upon shall not be paid or provided to the first business day Executive during the six-month period following the six month anniversary of the date of termination of employment Executive’s separation from service, and the remainder of which (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of within thirty (x30) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six (6) months following the Executive’s separation from service; (ii) any amounts payable to the Executive after the Closing but prior expiration of such six- (6-) month period shall continue to be paid to the first anniversary Executive in accordance with the terms of the Closing, in lieu of the benefit set forth in clause this Agreement; and (iii) to the extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product meaning of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a409A), the Executive shall not pay for such benefits from his Termination Date until the first day of the seventh month following the month of the Executive’s separation from service, at which time the Company shall reimburse the Executive for such payments. If the Executive dies during such six- (6-) month period and prior to the payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that the Executive lived shall be eligible paid in a lump sum to receive severance benefits under any other Company planthe Executive’s estate or, policyif applicable, or agreementto the Executive’s designated beneficiary within thirty (30) days after the date of the Executive’s death.

Severance. Subject to the Executive's continued compliance with his obligations under (a) If Executive executes this Agreement, allows it to become effective, and complies with its terms, in accordance with Section 7(a) of the Employment Agreement as pertains to a termination of Executive’s employment by the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)without Cause, the Company shall pay Executive the Executive a lump gross sum cash of (i) $120,900 in the amount of severance payment, which amount is the equivalent of six months of Executive’s Base Salary plus (ii) an amount equal to the product of (xA) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's ’s target bonus for the 2025 calendar year (which is $72,540, an amount (each, as in effect as equal to 30% of immediately prior to the Closing), Executive’s annual Base Salary) multiplied by (B) in lieu a fraction equaling the number of calendar days Executive is employed by the benefit set forth in clause Company during the 2025 calendar year through the Separation Date divided by 365 (iv) with respect to any Purchased Parent Sharescollectively, any Purchased Parent Shares the “Severance Payments”). The Severance Payments shall be returned subject to the Company in exchange withholding for a refund of the full purchase price within 30 days following such return applicable taxes and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will shall be paid in equal cash installments on the Company’s normal payroll dates over a lump sum cash amount within 30 six-month period, with the first such payment made on the first payroll date at least five (5) business days following the date of termination of employment equal Effective Date (as defined below). The Severance Payments will be made by direct deposit to any amount withheld by Executive’s bank account currently on record with the Company. (b) Subject to the Company’s continued compliance with its obligations under that certain Settlement and Release Agreement, dated May 8, 2025, between the Company in connection with any Section 83(b) election made by and Nanohybrids, Inc. (which the Executive with respect joined as a party for certain limited purposes set forth therein) (the “Nanohybrids Settlement Agreement”), Executive agrees that once Executive receives the Severance Payments and the Company satisfies its obligations pursuant to Section 10, Executive is not owed and will not seek any additional amounts or benefits from the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on Company or after the date that is six months after the Closing but prior to the first anniversary any of the Closingother Company Releasees. (c) For the avoidance of doubt, in lieu of if the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount Effective Date (as in effect as of the date of termination). In the event defined below) does not occur, no Severance Payments shall be provided to Executive pursuant to this Agreement, and any Severance Payments that the were previously provided to Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not must be eligible to receive severance benefits under any other Company plan, policy, returned or agreementrepaid.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive termination of employment with Seller and its Affiliates of a TMA Business Employee, the refusal of a TMA Business Employee to accept an offer of employment from Buyer or its applicable Affiliates that is made on terms consistent with this Article VI, or the exercise by a TMA Business Employee of a right to object to an automatic transfer of the TMA Business Employee’s employment to Buyer, results in any obligation, contingent or otherwise, to pay any severance or other benefits (including any such benefits required under applicable Laws) to such TMA Business Employee, subject to Section 6.14, Seller shall, and shall cause its Affiliates to, without limiting Section 6.11(b), reimburse and otherwise indemnify and hold harmless Buyer and its Affiliates for the costs paid by Buyer and its Affiliates, if any, for all such severance benefits required by applicable Law or by the applicable Seller Benefit Plan (including any such benefits customarily provided by Seller in order to secure a release of claims or post-termination restrictive covenants, as applicable) in which the TMA Business Employee participated (or was eligible to receive participate in) immediately prior to Closing. With respect to each Transferred TMA Business Employee whose employment is terminated without Cause or who resigns for Good Reason during the 12 month period commencing on the Closing Date, Buyer shall provide such Transferred TMA Business Employee with severance benefits equivalent, in the aggregate, to the greater of (a) the severance benefits provided for determined in accordance with the Employee Roster, to the extent that severance benefits are based on wage rate or base salary level, and the applicable Benefit Plan that is disclosed on Section 3.10(a) of the Seller Disclosure Schedule covering such Transferred TMA Business Employee immediately prior to the Closing Date and (b) the severance benefits required by this Section 4.4(aapplicable Law, in each case of the foregoing clauses (a) and (b), taking into account such Transferred TMA Business Employee’s service with Seller and its Affiliates prior to and on the Executive shall not be eligible to receive applicable Employee Transfer Date and with Buyer and its Affiliates on and after the applicable Employee Transfer Date; provided that, such severance benefits under shall be reduced, to the maximum extent permitted by applicable Law, by any other Company planseverance benefits, policyif any, or agreementthat the Transferred TMA Business Employee has received in connection with the transactions contemplated hereby.

Severance. Subject to If the Executive terminates this Agreement and his employment with the Company for Good Reason or if the Executive's continued compliance ’s employment with his obligations under this Agreement, the Company shall have no obligation is terminated by the Company for any reason other than for Cause or the Executive reaching the age of seventy-five (75), including non-renewal of this Agreement by the Company (but not including any circumstances that would give rise to a payment to the Executive other than: (ipursuant to Section 3.3(a) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiihereof), the Company shall pay severance to the Executive a lump sum cash as follows: (i) severance pay in an amount equal to 1.5 times the product Executive’s then-current annual base salary, such amount to be paid in equal installments over the 18-month period immediately following the date of termination in accordance with the Company’s normal payroll practices with such installments to be no less frequent than monthly and to commence on the first payroll date following the date of termination; and (xii) all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the multiple set forth on ATTACHMENT 1 Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (y30) days after the sum date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the Executive's annual base salary benefit plans, policies and arrangements; and (iii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive's target bonus amount ’s COBRA premiums for such coverage (each, as at coverage levels in effect as of immediately prior to the Closing), Executive’s termination) until the earlier of: (A) the expiration of a period of eighteen (18) months from the date of termination or (B) in lieu the date upon which the Executive becomes covered under similar plans of the benefit any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in clause the foregoing items (ivi) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned and (iii) hereof are defined as the “Severance Indemnity.” The Executive’s receipt of the foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company in exchange for of a refund separation and release agreement acceptable to the Company governing the termination of the full purchase price within 30 days following such return employment relationship between the Executive and (C) in lieu the Company and the Executive’s release of all claims against all members of the benefit set forth in clause Avadel Group of Companies and their employees, officers, directors and contractors, and allowing the applicable revocation period required by law to expire without revoking or causing revocation of same, within sixty (iv60) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by Executive’s employment. Any Severance Indemnity payments that the Executive with respect would otherwise be entitled to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but receive prior to the first anniversary of time the Closing, aforementioned release becomes effective and irrevocable shall be accumulated and paid in lieu of a lump sum after the benefit set forth in clause (iii) release becomes effective and irrevocable; and if the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay permissible period during which the Executive over a 24-month may execute and deliver the release and during which the applicable revocation period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event could expire spans more than one calendar year, any payments that the Executive is eligible entitled to receive during such period shall be accumulated and paid in a lump sum only in the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsubsequent calendar year.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) If, in connection with a Change of Control, Feltheimer's employment by Lions Gate is terminated for any reason, excepting only termination for cause (as set forth in Paragraph 12(a)(iii) below) or termination at Feltheimer's election (pursuant to Paragraph 7(c)(ii) below), then notwithstanding anything to the contrary in Paragraph 12 below Feltheimer shall be entitled to the payment of US$2,500,000 within five (5) business days of such termination and shall continue to be entitled to the Executive's earned and unpaid compensation continued payment of Base Salary through the normal expiration of the Term; (ii) For a period of thirty (30) days following the effective date of the Change of Control (i.e., the date of the formal closing of the transaction), Feltheimer shall have the right, exercisable in his sole discretion, to terminate his employment hereunder by giving written notice thereof to Lions Gate within such thirty (30) day period, in which event Feltheimer shall be entitled to the payment of US$2,500,000 within five (5) business days of such termination; (ii) provided, however, that Feltheimer shall not be entitled to the further payment of Base Salary beyond any deferred bonus, subject to the provisions of Section 409A of the Codesuch amounts that are then accrued but unpaid; and (iii) To the payment of an amount equal extent that Lions Gate would be unable to the sum deduct as a business expense all or a portion of the ExecutiveSeverance payable to Feltheimer pursuant to Paragraph 7(c)(i) or 7(c)(ii) above in connection with Lions Gate's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as tax returns and/or if Feltheimer would be subject to an excise tax on all or a portion of the date of termination)Severance, 50% of which then Lions Gate and Feltheimer shall be paid to the Executive upon the first business day following the six month anniversary promptly negotiate in good faith an allocation of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) Severance as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, between (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 severance payment and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect a consulting fee for Feltheimer's post-Term non-exclusive consulting services to any Purchased Parent Shares, any Purchased Parent Shares shall be returned Lions Gate. Subject to the Company in exchange for parties' agreement on the allocation of Severance between a refund of the full purchase price within 30 days following such return severance payment and (C) in lieu of the benefit set forth in clause (iv) with respect a consulting fee to any Purchased Parent Sharesminimize what Lions Gate would not be able to deduct as a business expense, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company Lions Gate shall pay the Executive over any excise tax payable by Feltheimer up to a 24-month period in equal monthly installments the product maximum of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementUS$150,000.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) As a condition to Purchaser's offer of employment to each Business Employee Offeree, such Business Employee Offeree shall be required to waive the payment (such waiver to be effective as of the Executive's earned and unpaid compensation through Closing Date), of any benefits under the Genuity Inc. 2002 Severance Benefit Plan (as such plan was in effect on October 23, 2002, the "Genuity Severance Plan"). A copy of the Genuity Severance Plan as in effect on October 23, 2002, is attached hereto as Schedule 11.3. (ii) In the event that during the twelve month period following the Closing Date, the employment of any Transferred Employee (excluding any Transferred Employee whose employment agreement is listed on Item 2 of Schedule 1.1) terminates (the effective date of such termination; (iitermination being referred to as the "Transferred Employee Termination Date") such that he or she would have been entitled to severance benefits under the payment Genuity Severance Plan had such Transferred Employee remained an employee of any deferred bonus, subject to Genuity until the provisions Transferred Employee Termination Date and the employment of Section 409A such Transferred Employee with Genuity terminated as of the Code; Transferred Employee Termination Date (iii) disregarding the payment of waiver described in Section 11.3(a)(i)), then Purchaser shall, pursuant to a severance plan sponsored and maintained by Purchaser that provides for lump sum severance benefits that are no less favorable than the severance benefits provided under the Genuity Severance Plan, pay to such Transferred Employee as lump sum severance an amount equal to the sum of severance amount such Transferred Employee would have been entitled to receive under the Executive's annual Base Salary plus Genuity Severance Plan assuming the Executive's Maximum Bonus Amount (as Genuity Severance Plan had remained in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash including an amount equal to the product costs associated with financial planning and outplacement services, plus an amount equal to the greater of (x) the multiple set forth cost of continuation coverage under Purchaser's medical and dental plans for each such Transferred Employee's severance period less the Transferred Employee's cost for such coverage based on ATTACHMENT 1 (A) the medical and dental plan elections in place under Purchaser's plans for such Transferred Employee on the date immediately prior to such Transferred Employee's termination of employment, and (B) such Transferred Employee's title or color "band" as provided in the Genuity Severance Plan, and (y) the sum cost of such continuation coverage under COBRA for the severance period (as determined pursuant to clause (B), plus in either case an amount equal to the income taxes that would be payable with respect to such greater amount utilizing the top marginal bracket for federal and state income taxes) less the Employee's portion of the Executive's annual base salary premium for such coverage); provided that no severance benefits will be paid unless and until the terminated Transferred Employee executes and delivers to Parent a valid and binding waiver and release of all claims against Parent and its Affiliates, and their respective employees, officers, directors, shareholders, representatives, agents, attorneys and advisors and their successors, within a reasonable time period specified by Parent, and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit revocation period set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementrelease has expired.

Severance. (A) In the event that your employment terminates (a) pursuant to Section 6(C) (termination without Cause), (b) pursuant to Section 6(A)(c) (termination for Good Reason) or (c) upon or following the expiration of the Employment Period if Nabi has given notice of non-extension pursuant to Section 1, you shall receive the benefits set forth in Sections 7(B), 7(C), 7(D) and 7(E). In the event your employment terminates pursuant to Section 6(B)(a) (incapacity), or as a result of your death, you or your estate shall receive the benefits set forth in Section 7(E). Notwithstanding the foregoing provisions of this Section 7(A), in the event your employment terminates under circumstances that entitle you to receive compensation and other benefits pursuant to your Change of Control Agreement, you shall not receive the benefits set forth in Section 7(B), 7(C), 7(D) and 7(E). (B) Subject to the Executive's continued compliance with his obligations under this AgreementSection 7(A), the Company shall have no obligation to the Executive other than: (i) the payment Nabi will pay you your base salary as of the Executive's earned and unpaid compensation through the effective date of such termination; termination (ii“Severance Pay”) and maintain in effect your benefits under Section 4 of this Agreement and such other benefits provided by Nabi to you as of the payment effective date of any deferred bonussuch termination to the extent that Nabi continues to maintain those benefits for other similarly situated employees (to the extent allowed under, and subject to the provisions limitations of, applicable plans) for eighteen (18) months. Severance Pay shall be made in accordance with the usual payroll practices of Nabi. (C) Subject to Section 7(A), Nabi shall pay for executive outplacement services up to $18,000 by an organization selected by Nabi in its sole discretion. (D) Subject to Section 7(A), if the Employment Period ends during a calendar year, Nabi shall pay you incentive compensation under the Bonus Plan for such calendar year pro rated based upon the number of days you were employed during the calendar year and the amount of bonus compensation that would have been payable with respect to such year pursuant to the Bonus Plan. (E) Subject to Section 7(A), all of your non-vested stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”) shall immediately vest, except any Equity Awards under Nabi’s 2000 Employee Stock Purchase Plan which shall vest in accordance with their terms and not the terms of this Agreement. All vested Equity Awards (including those with accelerated vesting pursuant to the preceding sentence) shall be exercisable for twelve (12) months past your termination date, except that no Equity Award shall be exercisable beyond the original Equity Award’s expiration date. To the extent the terms of any Equity Award are inconsistent with this Agreement, the terms of this Agreement shall control. (F) All payments or benefits to you under this Section 7 (other than payments or benefits already accrued and otherwise due under Nabi’s employee benefit plans or programs, or as a result of your death) will not be given unless you execute (and do not rescind) a written employment termination agreement in a form prescribed by Nabi, containing terms consistent with this Agreement as well as a general release of all claims against Nabi and related parties with respect to all matters occurring prior to or on the date of the release, including (but not limited to) employment matters or matters in connection with your termination. (G) Notwithstanding the foregoing, to the extent that the payments to be provided under this Section 7 constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination”), 50% payable on account of which your separation from service within the meaning of Code Section 409A(a)(2)(A)(i), and you are a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) determined in accordance with Treasury Reg. § 1.409-1(i) (or its successor provisions), such payments otherwise due during the six-month period commencing on your separation shall be accumulated and paid to the Executive upon on the first business day regular payroll date for employees following the six such six-month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six monthsperiod; (iv) treatment of the New Parent Restricted Shares (andprovided, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDEDhowever, that in no amount payable only upon an “involuntary separation from service” within the event meaning of Treasury Reg. § 1.409A-1(n) that such termination is within six months following does not exceed the Closing, (A) in lieu of the benefit dollar limit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (xTreasury Reg. §1.409A-1(b)(9)(iii) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned subject to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24six-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementdeferral.

Severance. Subject If, during the Benefits Continuation Period, RMT Partner or its affiliates terminates the employment of any Transferred Employee without Cause or subjects any Transferred Employee to any indefinite lay-off, or if any Transferred Employee voluntarily terminates employment because a condition of continued employment is such employee’s agreement to relocate to regularly report to work at a job site more than 50 miles from such employee’s job site immediately prior to the Executive's continued compliance with his obligations such employee’s Transfer Time (each such employee whose employment is terminated under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment one of the Executive's earned and unpaid compensation through the effective date of foregoing circumstances, a “Terminated Employee”), RMT Partner or its affiliates shall pay to such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of Terminated Employee severance in an amount equal to the sum greatest of (i) the severance pay due under the applicable severance plan of RMT Partner and its affiliates, (ii) the severance pay that would have been due under the severance plan of Parent and its affiliates (including a CBA) that was applicable to such Terminated Employee immediately prior to such employee’s Transfer Time, (iii) in the case of exempt U.S. Non-Represented Employees, three months’ base salary, (iv) in the case of non-exempt U.S. Non-Represented Employees (including both hourly and salaried non-exempt employees), six weeks’ base salary and (v) the severance and termination pay and benefits continuation and any other notice, pay in lieu of notice, pay, benefits or compensation that is required by applicable law. The level of severance benefits a Terminated Employee is entitled to receive pursuant to clauses (i) through (v) of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which preceding sentence shall be paid determined by taking into account such Terminated Employee’s service with Parent and its affiliates (and any predecessors) prior to such employee’s Transfer Time and such Terminated Employee’s service with RMT Partner and its affiliates on and after such employee’s Transfer Time. In addition, subject to the Executive immediately following sentence, RMT Partner or its affiliates shall continue to provide to each Terminated Employee and his or her covered dependents with group health plan coverage (on the same terms as are applicable to similarly situated active employees and their covered dependents, and at no greater cost to such Terminated Employee than would be applicable were such Terminated Employee still employed) during the Severance Period, provided that (i) in the case of U.S. Transferred Employees, such employees properly elect COBRA Coverage and (ii) such continued group health plan coverage shall cease to be provided upon the first business day to occur of the following: (A) solely in the case of U.S. Transferred Employees, the date such Terminated Employee ceases to be eligible for COBRA Coverage, (B) the date that such Terminated Employee becomes eligible for another group health plan from a subsequent employer, and (C) the date on which the Severance Period expires. RMT Partner or its affiliates shall provide outplacement services to any Terminated Employee entitled to severance benefits pursuant to this paragraph that are reasonable with respect to such employee. For purposes of this paragraph, “Cause” shall mean, (1) solely in the case of any Canadian Business Employee, conduct which allows the employer to terminate such employee without notice or pay in lieu of notice under applicable law, or (2) solely in the case of any U.S. Business Employee, such U.S. Business Employee’s material and willful misconduct, willful refusal (other than as a result of incapacity due to physical or mental illness) to perform substantially his or her job responsibilities after a written demand for substantial performance has been delivered to such employee by RMT Partner or its affiliates, or conviction of a felony or non-felony crime involving fraud or dishonesty. “Severance Period” shall mean, with respect to any Terminated Employee, a number of weeks determined by dividing such Terminated Employee’s cash severance benefit by such Terminated Employee’s weekly base rate of pay. At and following the six month anniversary of the date of termination of employment applicable Transfer Time, RMT Partner and the remainder of which its affiliates shall be paid solely liable with respect to the Executive Business Employees for all severance and termination pay and benefits continuation and any other notice, pay in equal installments each month thereafter for six months; (ivlieu of notice, pay, benefits or compensation that is required by applicable law, and shall indemnify and hold harmless Parent and its affiliates with respect to all such liabilities, obligations and commitments. Notwithstanding any provision of this Section 11.3(d) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefitscontrary, except as otherwise required by applicable law or by the terms an applicable collective bargaining agreement, no Business Employee will be entitled to any of the Company's benefit plans (excluding severance plans); PROVIDEDor separation benefits pursuant to this Section 11.3(d) unless and until such Business Employee executes a release of claims in favor of Parent, that in the event that such termination is within six months following the ClosingRMT Partner and each of their respective affiliates and each of their respective predecessors, (A) in lieu of the benefit set forth in clause (iii)successors, the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 parents and (y) the sum of the Executive's annual base salary affiliates, and their respective present and former officers, directors, employees and agents, and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return release becomes effective and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementirrevocable.