Common use of Severance Clause in Contracts

Severance. 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 Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.

Severance. Other than in (a) If the case of a timely noticed non-renewal of ExecutiveCompany terminates Employee’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by with the Company without Cause for any reason during in accordance with Section 6(c) prior to the Term or Renewal expiration of the Initial Term, Executive the Company shall be entitled to receive from Company (i) pay Employee a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice twelve months of Employee’s Base Salary as in effect on the Executive’s date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, 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) Employee will be entitled to a cash 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 unpaid portion sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the Executivehighest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date Average Annual Bonus, subject to subsections (each, c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”). In ) will be made in a lump sum within sixty (60) days after the event that the Executive 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 Company without causeSection 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, then all 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 Executivethe Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s outstanding Plan awards shall immediately 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 fully vest. Other than any Change in Control agrees the Severance Payment to which Executive may also be the Employee is entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 127 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) 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, 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 the Severance Payment will be obligated to pay Executive, paid in addition the second calendar year. Employee’s right to the Severance Payment and other sums owed under is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, an additional payment (“Enforcement Payment”) equal he will immediately return to the Company any portion of the Severance Payment plus the sum of all of the costs incurred by Executive, including attorneys’, fees, that has been paid 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 him pursuant to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement7.

Severance. Other than in Subject to the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant 's continued compliance with his obligations under this Agreement, the Company shall have no obligation to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company other than: (i) a cash severance the payment equal to three times the amount of the Executive’s then applicable Salary, if 's earned and unpaid compensation through the termination occurs on or before the third anniversary effective date of the Effective Date, such termination; (ii) a cash severance the payment equal of any deferred bonus, subject to the unpaid portion provisions of Section 409A of the Executive’s then applicable Salary for Code; (iii) the remainder payment of the Term or Renewal Term plus an amount equal to twice the sum of the Executive’s then applicable Salary's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), if 50% of which shall be paid to the termination occurs after Executive upon the third first business day following the six month anniversary of the Effective Date 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 before prior to the fifth first anniversary of the Effective DateClosing, or 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 cash severance payment 24-month period in equal to monthly installments the unpaid portion product of (x) two and (y) the sum of the Executive’s then applicable 's annual Base Salary for plus the remainder Executive's Maximum Bonus Amount (as in effect as of the Term or Renewal Term if the termination occurs after the fifth anniversary date of the Effective Date (each, a “Severance Payment”termination). In the event that the Executive is terminated eligible to receive the severance benefits provided for by Company without causethis Section 4.4(a), then all of Executive’s outstanding Plan awards the Executive shall immediately and fully vest. Other than any Change in Control Payment not be eligible to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled receive severance benefits under any separate agreement between Executive and the Companyother Company plan, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12policy, 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreementor agreement.

Severance. Other than (a) Subject to the limitations set forth in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 1013, if Executive’s the Employee's employment is terminated by the Subsidiary without Substantial Cause (including, without limitation, upon termination of this Agreement following notice thereof by the Company or the Subsidiary pursuant to Section 3 hereof) or by the Employee for Good Reason, then, without Cause further liability of the Subsidiary or the Company, except for their obligations pursuant to this Section 10(a) and their obligations to pay or provide any reason during salary and expenses accrued to the Term termination date, any unpaid bonus referred to in Section 4(b) hereof, any Closing Bonus (whether payable before or Renewal Termafter such termination of employment) pursuant to Section 4(c) hereof, Executive and such rights and benefits of participation of or in respect of the Employee under employee benefit plans, programs and arrangements of the Company, the Subsidiary and their Affiliates, in accordance with the terms and provisions of such plans, programs and arrangements, (i) the Employee shall be entitled to receive from Company severance compensation for the Severance Period (ias hereinafter defined) a cash severance payment following any such termination, payable in equal monthly installments, subject to three times the amount of the Executive’s then withholding and other applicable Salarytaxes, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment at an annual rate equal to the unpaid portion of the Executive’s then applicable Salary Employee's base salary for the remainder year of the Term or Renewal Term plus an amount equal termination, as such annual rate is increased from year to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled year in accordance with Section 114(a) hereof; (ii) as additional severance compensation following any bonus to which Executive may such termination, the Employee shall be entitled under to the bonus compensation referred to in Section 74(b) hereof for the Severance Period, payable as and when ordinarily determined for the applicable year, with a bonus not less than seventy-five percent (75%) of his rate of annual base salary in effect for the year of termination; or any payment or benefit to which Executive may (iii) the Employee and the Employee's spouse and Dependent Children (as hereinafter defined) shall be entitled under any separate agreement between Executive to medical and dental benefits as provided immediately prior to the date of termination which shall continue for the Severance Period (which benefits shall be terminated sooner to the extent provided by another employer and shall be subject to coordination with Medicare payments in accordance with the terms of the applicable benefit plan); (iv) the Employee shall be entitled to receive, during the Severance Period, the benefits described in Section 4(d) hereof and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations automobile rights and perquisites described in this Section 12. If the Company fails 4(e) hereof, PROVIDED, HOWEVER, if any such benefit is not available 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.the

Severance. Other than in (a) If the case of a timely noticed non-renewal of ExecutiveCompany terminates Employee’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by with the Company without Cause for any reason during in accordance with Section 6(c) prior to the Term or Renewal expiration of the Initial Term, Executive the Company shall be entitled to receive from Company (i) pay Employee a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice twelve months of Employee’s Base Salary as in effect on the Executive’s date of termination, subject to subsections (c), (d), and (e). (b) If during the Term of this Agreement there is a CC Termination upon a Change in Control or within one year thereafter, then 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) Employee will be entitled to a cash 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 unpaid portion sum of: (i) the Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the Executivehighest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date Average Annual Bonus, subject to subsections (eachc), (d) and (e). (c) Subject to Section 7(c), any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”). In ) will be made in a lump sum within sixty (60) days after the event that the Executive 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 Company without causeSection 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, then all 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 Executivethe Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s outstanding Plan awards shall immediately 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 fully vest. Other than any Change in Control agrees the Severance Payment to which Executive may also be the Employee is entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 127 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) 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, 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 the Severance Payment will be obligated to pay Executive, paid in addition the second calendar year. Employee’s right to the Severance Payment and other sums owed under is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, an additional payment (“Enforcement Payment”) equal he will immediately return to the Company any portion of the Severance Payment plus the sum of all of the costs incurred by Executive, including attorneys’, fees, that has been paid 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 him pursuant to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement7.

Severance. Other If, during the Term, other than within twelve (12) months following a Change in Control, the case Executive experiences a Termination of a timely noticed non-renewal of Executive’s employment hereunder Employment, either (a) by the Employer without Cause pursuant to Section 104.1(a)(2); or (b) by the Executive for Good Reason pursuant to Section 4.1(b)(2), if 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 employment is terminated by Company without Cause Termination of Employment (the “Severance Payment Period”). So long as the Executive complies with the requirements of Sections 5.2, 5.3, 6, 7 and 8 of this Agreement, the Severance Pay shall commence on the first payroll period (the “Initial Payment”) 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 reason payroll periods which occur during the Term or Renewal Term, Severance Delay Period and the remaining Severance Pay shall continue until the expiration of the Severance Payment Period subject to the provisions of this Agreement. If the Executive shall be entitled to receive from Company (i) a cash severance payment equal Severance Pay pursuant to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 124.2, 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 Executivethen, in addition to the any Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal Pay payable to the Severance Payment plus Executive pursuant to this Section 4.2, the sum Employer shall, until such time as the Executive is eligible for Medicare, or some similar health care coverage provided by state or federal governments, or eligible to participate in or be covered by the health plans of all of any employer other than the costs incurred by Employer, pay on the Executive’s behalf, or reimburse the Executive, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that for the Enforcement Payment is a reasonable estimate cost of the value of time and expense that would be COBRA premiums incurred by the Executive for his individual health coverage for the twelve (12) months following Termination of Employment (with any additional amounts incurred to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after procure family coverage being the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten (10) days sole responsibility of the date the Company is found to have violated this Agreement.the

Severance. Other than in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant (a) Subject to Section 106(b) below, if Executive’s employment is terminated prior to the end of the Term by the Company without Cause or by Executive for any reason during the Term or Renewal TermGood Reason, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount (i) 12 months of the Executive’s then applicable 's Base Salary, if the termination occurs on or before the third anniversary of the Effective Date, and (ii) a cash 75% of the target Annual Bonus for the compensation year in which such termination occurs. Such severance payment shall be paid in 12 equal monthly payments commencing with the first payroll following such termination, provided the Executive has executed and delivered to the unpaid portion 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 then applicable Salary for employment is terminated prior to the remainder end of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12or 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 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 entitled to pay Executivereceive, in addition to the Severance Payment and other sums owed under this Agreementany severance pursuant to Section 6(a) above, an additional payment 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 Code and the regulations and official guidance issued thereunder (“Enforcement PaymentSection 409A”)) equal 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 Severance Payment plus meaning of Section 409A) shall be delayed for the sum first six (6) months following such separation from service (or, if earlier, the date of all death 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 specified employee) and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall instead be paid by wire transfer upon expiration of such six (6) month delay period; and (ii) for purposes of any such payment that is subject to a bank account specified by Executive no later than three (3) business days after Section 409A, if the Executive’s terminationtermination of employment triggers the payment of “nonqualified deferred compensation” hereunder, except that then the Enforcement Payment shall Executive will not be due deemed to have terminated employment until the Executive incurs a “separation from service” within the meaning of Section 409A. (d) If Executive's employment is terminated prior to the end of the Term by the Company without Cause or by Executive for Good Reason, and payable if Executive is eligible for and elects to continue to participate in the Company’s medical and dental benefit programs pursuant to COBRA, the Company will continue to pay the same manner to portion of Executive's medical and dental insurance premiums under COBRA as during active employment (for Executive within ten and eligible spouse and dependents) until the earlier of: (101) days of 12 months from Executive's cessation from employment; or (2) the date the Company Executive is found to have violated this Agreementeligible for medical and/or dental insurance benefits from another employer.

Severance. Other than (a) During the continuance of an Event of Default, Lender shall have the right from time to time to partially foreclose the Mortgage 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 any manner and for any reason during amounts secured by the Term or Renewal TermMortgage then due and payable as determined by Lender in its sole discretion, Executive shall be entitled to receive from Company including the following circumstances: (i) a cash severance in the event Borrower defaults beyond any applicable grace period in the payment equal of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to three times the amount of the Executive’s then applicable Salaryrecover such delinquent payments, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event Lender elects to accelerate less than the entire Outstanding Principal Balance, Lender may foreclose the Mortgage to recover so much of Executive’s termination the principal balance of the Loan as Lender may accelerate and such other sums secured by the Company without Cause beyond those obligations Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of the sums secured by the Mortgage and not previously recovered. (b) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in this Section 12the preceding sentence, all in form and substance reasonably satisfactory to Lender. If the Company fails Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any payment when due such documents 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than such power until three (3) business days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. (c) During the Executive’s terminationcontinuance of an Event of Default, except that any amounts recovered from the Enforcement Payment shall Property or any other collateral for the Loan after an Event of Default may be due and payable in applied by Lender toward the same manner to Executive within ten (10) days payment of any interest and/or principal of the date Loan and/or any other amounts due under the Company is found to have violated this AgreementLoan Documents, in such order, priority and proportions as Lender in its sole discretion shall determine.

Severance. Other than Provided Executive signs and delivers, and does not revoke, a general release in a form acceptable to the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10Company in its sole discretion, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, (x) Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times two (2) weeks of base salary for every full year that Executive was employed by the Group, subject to a minimum payment of thirty-nine (39) weeks base salary and a maximum payment of fifty-two (52) weeks base salary, and (y) if Executive properly elects COBRA coverage, the Company will make payments to the insurance provider(s) equal to the amount of the due for Executive’s then applicable SalaryCOBRA coverage payments for a period of time equal to the number of weeks of Executive’s severance payments or until Executive is eligible to receive health benefits under another medical plan, whichever is sooner (by way of example only, if the termination occurs on or before the third anniversary of the Effective Date, (ii) Executive is entitled to a cash severance payment equal to thirty weeks’ base salary because he/she has been employed by the unpaid portion of the Executive’s then applicable Salary Company for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or fifteen (iii15) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Companyyears, the Company shall have no further obligation will make monthly payments to the COBRA insurance provider for the first thirty weeks of COBRA coverage, assuming Executive in has executed and not revoked the event of Executive’s termination by release and has not otherwise become eligible to receive benefits under another medical plan). Executive agrees to give the Company without Cause beyond those obligations described in this Section 12notice immediately if he/she becomes eligible to receive benefits under another medical plan. If The release agreement shall be provided to the Company fails to make any Executive during the first month of the Notice Period. The severance 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 based on tenure with the Company shall be obligated to pay Executive, paid 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 a lump 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten (10) days following the expiration of the date Notice Period, provided that Executive has executed the Company is found 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 violated 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 entitled to any other payment of any kind, except (a) as expressly provided in this Agreement, (b) earned wages or accrued vacation time that remains due and payable, and (c) benefits to the extent that Executive is entitled to accrued benefits under the express terms of any plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the relevant plan documents or applicable law.

Severance. Other than 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 cause the Change in Control Agreement or Severance Agreement to which such employee is a party and is in effect at the Effective Date to be honored in accordance with its terms, PROVIDED, HOWEVER, that the reference, if any, to "two times" contained in the case definition of a timely noticed non-renewal "Applicable Incentive Amount" in any Change in Control Agreement shall be disregarded. With respect to each employee of Executive’s employment hereunder pursuant to Section 10the Company who is listed IN SECTION 5.07(b)(2) OF THE COMPANY DISCLOSURE SCHEDULE (the "LEVEL 2 EMPLOYEES"), if Executive’s 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 a reduction in the employee's base pay or annual target bonus percentage under the Company's Management Incentive Plan or a relocation of the employee's primary work site of more than 40 miles) 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 without Cause who is not a Level 1 Employee or a Level 2 Employee (the "LEVEL 3 EMPLOYEES"), Parent shall cause each such employee whose employment is terminated by Parent or its Affiliates within the one year period following the Closing Date to receive severance payments equal to those payable pursuant the Company's Severance Pay Plan as in effect on the date hereof (the "SEVERANCE PLAN") and shall not exercise any retained right to amend or to terminate the Severance Pay Plan and shall not exercise any right to issue a "severance pay award" under the Severance Pay Plan for any reason during the Term purpose of diminishing the entitlement to these payments. For up to 12 months following a termination of employment entitling a Level 2 or Renewal TermLevel 3 Employee to severance payments, Executive Parent shall subsidize such employee's COBRA continuation coverage in an amount that allows such employee to continue to participate in the 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 receive from Company severance benefits if (i) a cash severance payment equal to three times the amount such employee's employment is terminated by Parent or its Affiliates for any reason set forth in Section 3.3 of the Executive’s then applicable Salary, if the termination occurs on Severance Plan or before the third anniversary by reason of the Effective Date, death or disability or (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company such employee fails to make any payment when due under this Section 12, execute a release of claims in favor of Parent and Executive initiates arbitration pursuant its Affiliates in a form that is reasonably acceptable 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this AgreementParent.

Severance. Other If the Executive terminates this Agreement and his employment with the Company for Good Reason or if the Executive’s employment with the Company is terminated by the Company for any reason other than in the case of a timely noticed for Cause, including non-renewal of Executive’s employment hereunder this Agreement by the Company (but not including any circumstances that would give rise to a payment to the Executive pursuant to Section 103.3(a) hereof), if the Company shall pay severance to the Executive as follows: (i) severance pay in an amount equal to 1.0 times the Executive’s employment is terminated by Company without Cause 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 (ii) all accrued but unpaid bonuses for any reason during completed fiscal year and vacation pay, expense reimbursement and other benefits due to the Term Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the benefit plans, policies and arrangements; and (iii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (A) the expiration of a period of twelve (12) months from the date of termination or Renewal Term(B) the date upon which the Executive becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the foregoing items (i) and (iii) hereof are defined as the “Severance Indemnity.” The Executive’s receipt of the foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company of a separation and release agreement acceptable to the Company governing the termination of the employment relationship between the Executive and the Company and the Executive’s release of all claims against all members of the 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 (60) days following the date of termination of the Executive’s employment. Any Severance Indemnity payments that the Executive shall would otherwise be entitled to receive from Company (i) prior to the time the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a cash severance payment equal to three times lump sum after the amount of the Executive’s then applicable Salary, release becomes effective and irrevocable; and if the termination occurs on or before permissible period during which the third anniversary of Executive may execute and deliver the Effective Daterelease and during which the applicable revocation period could expire spans more than one calendar year, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event any payments that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards entitled to receive during such period shall immediately be accumulated and fully vest. Other than any Change paid in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive a lump sum only in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreementsubsequent calendar year.

Severance. Other than In the event that Employee is subject to a Change in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10Control Involuntary Termination, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive Employee shall be entitled to receive from Company severance benefits as follows: (iA) a lump sum cash severance payment equal to three [one (1) times (if Employee is not the CEO)] [two (2) times (if Employee is the CEO)] the higher of (1) the base salary which Employee was receiving immediately prior to the Change in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination, which payment shall be paid on the sixtieth (60th) day following the Change in Control Involuntary Termination; (B) a lump sum cash payment equal to [one (1) times (if Employee is not the CEO)] [two (2) times (if Employee is the CEO)] Employee’s Target Annual Bonus; and (C) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the [twelve (12) month (if Employee is not the CEO)] [twenty-four (24) month (if Employee is the CEO)] period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The benefits to be provided under clauses (a)(i) and (a)(ii) shall be paid on the sixtieth (60th) day following Employee’s termination of employment ; except that any payments under clause (a)(ii)(C) shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment (subject in all cases to Employee’s release of claims against the Company as set forth in Section 1(a)). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee is likely to cause the Company to become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Healthcare Reform Act”), the Company shall pay Employee a monthly amount in cash equal to the amount of the Executive’s then applicable SalaryCOBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, if the termination occurs on or before the third anniversary Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the Effective Date, (ii) a cash severance payment equal to the unpaid portion date of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of ExecutiveEmployee’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails of employment and up 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after months of outplacement services not to exceed $5,000 per month (with a provider and in a program selected by the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive Employee. provided Employee commences such services within ten ninety (1090) days of the date the Company is found to have violated this AgreementEmployee’s Change in Control Involuntary Termination date).

Severance. Other than in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant (a) Subject to Section 107(b) below, if Executive’s employment is terminated prior to the end of the Term by the Company without Cause for any reason during the Term (other than due to death or Renewal TermDisability), Executive shall be entitled to receive from Company (i) a cash severance payment equal to (i) three times the amount months of the Executive’s then applicable SalaryBase Salary at the time of termination, which shall increase to six months of Executive’s Base Salary if the such termination occurs on or before the third anniversary of after one year from the Effective Date, ; and (ii) a cash severance payment equal to the unpaid pro rata portion of the Executive’s then applicable Salary target Annual Bonus for the remainder year in which such termination occurs. Such severance payment shall be made over the three or six month period, as applicable, in accordance with the Company’s normal payroll policy, provided that prior to the initial payment, the Executive has executed and delivered to the Company, and has not revoked a general release of the Term 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 Renewal Term plus an amount equal about the date of termination and must be executed within 21 days of termination. (b) Notwithstanding the foregoing, (i) any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code and the regulations and official guidance issued thereunder (“Section 409A”)) that is/are required to twice be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of “nonqualified deferred compensation” hereunder, then applicable Salary, if the termination occurs after Executive will not be deemed to have terminated employment until the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, Executive incurs a “Severance Payment”). In separation from service” within the event that the Executive is terminated by Company without cause, then all meaning of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.409A.

Severance. Other than in During the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by Company the Employers without Cause as provided in Section 3(d) or the Executive terminates his employment for any reason during Good Reason as provided in Section 3(e), then the Term or Renewal TermEmployers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, Executive shall be entitled to receive all within 60 days from Company the Date of Termination, (i) the Employers shall pay the Executive a lump sum in cash severance in an amount equal to 2.0 times the sum of (A) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the 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 the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to three (A) 18 times the amount 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 then applicable Salary, behalf for 18 months from the Date of Termination if the termination occurs on or before Executive had remained employed by the third anniversary of Employers; and (iii) the Effective Date, amounts payable under Subsections (i) and (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to in a bank account specified by Executive lump sum within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such amounts shall be paid in the second calendar year 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 last day of the date the Company is found to have violated this Agreementsuch 60-day period.

Severance. Other than (a) Subject to the limitations set forth in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 1013, if Executive’s the Employee's employment is terminated by the Subsidiary without Substantial Cause (including, without limitation, upon termination of this Agreement following notice thereof by the Company or the Subsidiary pursuant to Section 3 hereof) or by the Employee for Good Reason, then, without Cause further liability of the Subsidiary or the Company, except for their obligations pursuant to this Section 10(a) and their obligations to pay or provide any reason during salary and expenses accrued to the Term termination date, any unpaid bonus referred to in Section 4(b) hereof, any Closing Bonus (whether payable before or Renewal Termafter such termination of employment) pursuant to Section 4(c) hereof, Executive and such rights and benefits of participation of or in respect of the Employee under employee benefit plans, programs and arrangements of the Company, the Subsidiary and their Affiliates, in accordance with the terms and provisions of such plans, programs and arrangements, (i) the Employee shall be entitled to receive from Company severance compensation for the Severance Period (ias hereinafter defined) a cash severance payment following any such termination, payable in equal monthly installments, subject to three times the amount of the Executive’s then withholding and other applicable Salarytaxes, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment at an annual rate equal to the unpaid portion of the Executive’s then applicable Salary Employee's base salary for the remainder year of the Term or Renewal Term plus an amount equal termination, as such annual rate is increased from year to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled year in accordance with Section 114(a) hereof; (ii) as additional severance compensation following any bonus to which Executive may such termination, the Employee shall be entitled under to the bonus compensation referred to in Section 74(b) hereof for the Severance Period, payable as and when ordinarily determined for the applicable year, with a bonus not less than seventy-five percent (75%) of his rate of annual base salary in effect for the year of termination; or any payment or benefit to which Executive may (iii) the Employee and the Employee's spouse and Dependent Children (as hereinafter defined) shall be entitled under any separate agreement between Executive to medical and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition dental benefits as provided immediately prior to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to date of termination which shall continue for 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.Severance

Severance. Other than 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 case Company’s customary form and the Executive has not breached any of a timely noticed non-renewal of his representations or covenants set forth herein, the Company shall pay to Executive’s employment hereunder pursuant , in addition to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during other payments the Term or Renewal Term, Executive shall may be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal pursuant to the unpaid portion terms of this Agreement, the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus following: (a) an amount equal to twice the Executive’s greater of (x) the amount of Base Salary due and owing Executive through the expiration of the Term (such amount to be calculated based upon his then current Base Salary), and (y) one (1.25) times his then applicable Base Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or and (iiib) a cash severance payment an amount equal to a pro rata portion (based upon the unpaid portion of the Executive’s then applicable Salary 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 remainder 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 (10) days after the 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 Term or Renewal Term if Company shall be referred to as the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Aggregate Payment”). . (d) In the event that the Executive Aggregate Payment is terminated by Company without causedetermined 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 all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control 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 may also before any portion of the Aggregate Payment becomes subject to Excise Tax, results in the net after-tax amount to be entitled in accordance with Section 11; 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 bonus to which Executive may be entitled under Section 7; payments or any payment or benefit to which Executive may be entitled benefits under any separate agreement between 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 and before any portion of the Aggregate Payment become subject to Excise Tax. (e) Any calculations and/or determinations which are required to be made in order to give effect to the provisions of Section 9(d) above shall be made by the Company’s independent auditor or, the Company shall have no further obligation if such independent auditor is unwilling or unable to Executive serve in the event of Executive’s termination this capacity, such other nationally recognized accounting or tax firm selected by the Company without Cause beyond those obligations described in this Section 12. If with the consent of the person serving as the Chief Executive Officer of the Company fails immediately prior to make any payment when due under this Section 12the Change of Control, and Executive initiates arbitration which consent shall not be unreasonably withheld. (f) Upon termination of employment pursuant to Section 17 to enforce his rights under this AgreementSections 8.2(a), and Company is found to have violated this Agreement8.2(b), 8.2 (e) or 8.4, 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s unvested equity issued by the Company to Executive prior to the date of termination, except that shall continue to vest for a period of one (1) year from the Enforcement Payment shall be due and payable in the same manner to Executive within ten (10) days termination of the date the Company is found to have violated this Agreementemployment date.

Severance. Other than in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if (a) If Executive’s employment is terminated terminated, at the Company’s election at any time, for reasons other than death, Disability, Cause or Voluntary Resignation, or by Company without Cause Executive for any reason during the Term or Renewal TermGood Reason, Executive shall be entitled to receive from Company 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 extent that he is eligible for them following the termination of his employment; provided that if anytime within eighteen (18) months after a Change of Control either (i) a cash 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 for “Good Reason,” Executive shall be entitled to receive severance payment payments equal to three times the amount to: (i) two (2) years of the Executive’s then applicable Base Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salarymost recent Annual Bonus payment, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or and (iii) a cash severance payment equal the premiums associated with continuation of Executive’s benefits pursuant to COBRA to the unpaid portion 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 Executive’s then applicable Salary for Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns in a form acceptable to the remainder of Company. (b) Notwithstanding the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (eachforegoing, a “Severance Payment”). In Executive agrees that in the event that the Executive is terminated by Company without cause, then all or a portion of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in Subparagraph (b) of this Section 12. If 7 constitutes nonqualified deferred compensation within the Company fails to make any payment when due under this meaning of Section 12409A of the Internal Revenue Code of 1986, as amended (the “Code”), and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreementis at such time a specified employee, and Company is found to have violated this Agreement, then Company such payment or payments that constitute nonqualified deferred compensation within the meaning of the Code shall not be obligated to pay Executive, in addition made prior to the Severance Payment and other sums owed under this Agreement, an additional payment date which is six (“Enforcement Payment”6) equal to months after the Severance Payment plus date Executive separates from service (within the sum of all meaning 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this AgreementCode).

Severance. Other than in If the case Employment Period ends as a result of a timely noticed non-renewal of either (A) Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination being terminated by the Company without Cause beyond those obligations described (as defined in this Section 12. If 4(d)) or (B) Executive resigning from Executive’s employment by the Company fails to make any payment when due under this for Good Reason (as defined in Section 124(d)), and Executive initiates arbitration pursuant then, subject to Section 17 to enforce his rights under this Agreement4(c) hereof, and the Company is found to have violated this Agreement, then Company shall be obligated to pay Executiveshall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the Severance Payment and other sums owed under this Agreementfollowing, subject to the provisions of Section 11 hereof: (i) an additional payment (“Enforcement Payment”) amount equal to the Severance Payment plus lesser of (A) $1,000,000 and (B) the sum of all (x) Executive’s annual Base Salary in effect on the Employment Termination Date and (y) the average of the costs incurred by ExecutiveYear End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including attorneys’, fees, any amounts deferred pursuant to enforce this Agreement. It is explicitly agreed a deferred bonus program that the Enforcement Payment is 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 reasonable estimate Year End Bonus for calendar year 2014, then the Cash Severance shall be $1,000,000), with fifty percent (50%) of the value Cash Severance payable to Executive in a lump sum as soon as reasonably practical after the date of time which the General Release (as defined in Section 4(c)) is signed and expense delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would be incurred by result in a Change in Control and such definitive binding agreement remains in effect, then the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 Cash Severance shall be paid by wire transfer to Executive in a lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a bank account specified by Executive no later than three deferred bonus program that the Company may have in effect” as contemplated in subclause (3B)(y) business days after above shall be replaced with “the greater of (X) Executive’s terminationYear 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 Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year (with such target Year End Bonus being, except that as otherwise expressly specified in Section 3(d) hereof, as reasonably determined by the Enforcement Payment shall be due and 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 in at the same manner time performance bonuses for such calendar year are paid to Executive within ten (10) days other senior executives of the date Company; provided that, notwithstanding the Company 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 found equal to have violated $1,000,000 then no pro rata Year End Bonus will be payable pursuant to this Agreement.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

Severance. Other than If (x) within six months after the Effective Date, the Company consummates a Change in Control, and (y) upon or subsequent to the case consummation of a timely noticed non-renewal of Executive’s employment hereunder pursuant such Change in Control and prior to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third first anniversary of the Effective Date, (ii) the Executive incurs a cash severance payment equal to the unpaid portion Separation from Service by reason of a termination of the Executive’s then applicable Salary employment by the Company without Cause or by the Executive for Good Reason, then, subject to the remainder Executive signing, within fifty (50) days following the Termination Date, and not revoking a release of claims in substantially the Term or Renewal Term plus form attached hereto as Exhibit A, the Company shall: (i) Pay to the Executive, in equal installments over the twenty-four (24) month period following the Termination Date in accordance with the Company’s regular payroll practice, an amount equal to twice the Annual Base Salary that the Executive would have been entitled to receive if the Executive had continued his or her employment hereunder for a period of twenty-four (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 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 then applicable SalaryTarget Annual Bonus, if payable in a lump-sum on the termination occurs after the third anniversary First Payroll Date. Each payment under this Section 3 shall be treated as a separate payment for purposes of the Effective Date but before the fifth anniversary of the Effective Date, Code Section 409A. The payments under this Section 3 shall not be deemed salary or (iii) a cash severance payment equal other compensation to the unpaid portion of the Executive’s then applicable Salary Executive for the remainder purposes of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment computing benefits to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; he or any payment or benefit to which Executive she may be entitled under any separate agreement between Executive and the Company, pension plan or other arrangement of the Company shall have no further obligation to Executive in or its Affiliates maintained for the event benefit of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12its employees, 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreementunless such plan or arrangement expressly provides otherwise.

Severance. Other than in If the case Employment Period ends as a result of a timely noticed non-renewal of either (A) Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination being terminated by the Company without Cause beyond those obligations described (as defined in this Section 12. If 5(d)(i)) or (B) Executive resigning from his employment by the Company fails to make any payment when due under this for Good Reason (as defined in Section 125(d)(ii) below), and Executive initiates arbitration pursuant then, subject to Section 17 to enforce his rights under this Agreement5(c) hereof, and the Company is found to have violated this Agreement, then Company shall be obligated to pay Executiveshall, in addition to paying Executive any amounts due and payable pursuant to Section 5(a), pay or provide Executive with the Severance Payment and other sums owed under this Agreementfollowing, an additional payment subject to the provisions of Section 12 hereof: (i) Cash severance (the “Enforcement PaymentCash Severance”) equal to the Severance Payment plus greater of (A) $10,000,000 or (B) two multiplied by the sum of all (x) Executive’s annual Base Salary in effect on the Employment Termination Date and (y) the average of the costs incurred by ExecutiveYear End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including attorneys’, fees, any amounts deferred pursuant to enforce this Agreement. It is explicitly agreed a deferred bonus program that the Enforcement Payment is Company may have in effect; provided that A. if the Employment Termination Date occurs prior to Executive having received a reasonable estimate 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 Year End Bonus for calendar year 2015, the reference to “the average of the value 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 time (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 expense (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 Section 5(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would be incurred by result in a Change in Control and such definitive binding agreement remains in effect, then the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 Cash Severance shall be paid by wire transfer to Executive in a bank account specified by Executive no later than three (3) business days lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and (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 terminationtarget Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, except the numerator of which is the number of days that Executive is employed by the Enforcement Payment shall be due 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 Company; and (iii) subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the same level and cost to 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 same manner Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive within ten (10and Executive’s eligible dependents) days during the Health Care Reimbursement Period (defined below), provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the conclusion of the date Health Care Cost Reimbursement Period (as defined below) reimburse Executive for COBRA premiums, subject to the Company is found determining that reimbursement of such premiums would not reasonably be expected to have violated this Agreementresult in the imposition of any excise taxes on the Company for any failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, in each case, subject to withholding and other appropriate deductions. As used herein, “Health Care Cost Reimbursement Period” shall mean the period commencing on the date Executive ceases to be employed by the Company and ending on the earliest to occur of (x) the date two years after the Employment Termination Date, (y) the date on which the Company can no longer provide Executive with COBRA benefits under applicable law and (z) the date on which Executive becomes eligible for health care coverage under the plan of a subsequent employer.

Severance. Other than Provided Executive signs and delivers, and does not revoke, a general release in a form acceptable to the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10Company in its sole discretion, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, (x) Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times two (2) weeks of base salary for every full year that Executive was employed by the Group, subject to a minimum payment of twenty-six (26) weeks base salary and a maximum payment of fifty-two (52) weeks base salary, and (y) if Executive properly elects COBRA coverage, the Company will make payments to the insurance provider(s) equal to the amount of the due for Executive’s then applicable SalaryCOBRA coverage payments for a period of time equal to the number of weeks of Executive’s severance payments or until Executive is eligible to receive health benefits under another medical plan, whichever is sooner (by way of example only, if the termination occurs on or before the third anniversary of the Effective Date, (ii) Executive is entitled to a cash severance payment equal to thirty weeks base salary because he/she has been employed by the unpaid portion of the Executive’s then applicable Salary Company for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or fifteen (iii15) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Companyyears, the Company shall have no further obligation will make monthly payments to the COBRA insurance provider for the first thirty weeks of COBRA coverage, assuming Executive in has executed and not revoked the event of Executive’s termination by release and has not otherwise become eligible to receive benefits under another medical plan). Executive agrees to give the Company without Cause beyond those obligations described in this Section 12notice immediately if he/she becomes eligible to receive benefits under another medical plan. If The release agreement shall be provided to the Company fails to make any Executive during the first month of the Notice Period. The severance 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 based on tenure with the Company shall be obligated to pay Executive, paid 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 a lump 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten (10) days following the expiration of the date Notice Period, provided that Executive has executed the Company is found 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 violated 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 entitled to any other payment of any kind, except (a) as expressly provided in this Agreement, (b) earned wages or accrued vacation time that remains due and payable, and (c) benefits to the extent that Executive is entitled to accrued benefits under the express terms of any plan governing such benefits and to the extent that such benefits cannot be cancelled under either the terms of the relevant plan documents or applicable law.

Severance. Other than in 6.01 The Company, its successors or assigns, will pay Executive as severance pay a lump sum (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 Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In ) amount equal to 12 months of Executive’s monthly Base Salary at the event that time of Executive’s termination if (a) the employment of Executive is terminated by the Company without causeCause at any time, then all 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 outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled employment for Cause in accordance with Section 11; any bonus 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 under Section 7; 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 benefit program is greater than the Severance Payment payable pursuant to which this Agreement, Executive may 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 separate agreement between 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 is obligated to pay the Severance Payment provided in Section 6.01, and if Executive timely elects to continue his group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the Companyterms of the respective benefit plans, the Company shall have no further obligation to Executive in the event of will pay on Executive’s termination by behalf the Company without Cause beyond those obligations described in this Section 12. If premiums for such coverage for the Company fails to make any payment when due under this Section 12lesser of 12 months or such time as Executive’s COBRA/continuation rights expire, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, cause the immediate vesting of any unvested stock options 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 held by Executive, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.

Severance. Other (a) If the Term is terminated by the Company for Cause, (i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted stock will terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (b) If the Term is terminated by the Executive other than in 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 Company will make payments for one (1) year of all compensation otherwise payable to the Executive pursuant to this Agreement, including, but not limited to, base salary, bonus and welfare benefits; (iii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a timely noticed non-renewal period of one (1) year thereafter; and (iv) all of the Executive’s unvested restricted stock will immediately vest and all of the Executive’s restricted stock shall become free from all contractual restrictions; and (d) Subject to Section 6(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of Executive’s employment hereunder pursuant death or Disability, in addition to Section 10any other remedies available, or if Executive’s employment is terminated by Company without Cause for any reason during the Executive terminates the Term or Renewal Term, Executive shall be entitled to receive from Company for Good Reason, (i) the Company and the Partnership shall pay the Executive a cash severance payment lump sum equal to three times the product of (x) the sum of (A) the Executive’s then annual base salary and (B) the amount of the Executive’s then applicable Salarybonus for the preceding year, if multiplied by (y) the termination occurs on or before greater of (A) two and one-half (2 ½) and (B) a fraction, the third anniversary numerator of which is the Effective Date, number of days remaining in the Term (without further extension) and the denominator of which is 365; (ii) a cash severance payment equal to the unpaid portion all of the Executive’s then applicable Salary unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for the remainder a period of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or one (1) year thereafter; (iii) a cash severance payment equal to the unpaid portion all of the Executive’s then applicable Salary for the remainder unvested restricted stock will immediately vest and all of the Term Executive’s restricted stock shall become free from all contractual restrictions; and (iv) the Company shall also continue in effect the Executive’s health benefits noted in Section 4(c) hereof or Renewal Term if their equivalent for a period equal to the termination occurs after greater of (X) two and one-half (2½) years or the fifth anniversary of remaining Term, without further extension or (Y) the Effective Date (each, a “Severance Payment”). In the event that date on which the Executive obtains health insurance coverage from a subsequent employer. (e) If, within twenty-four (24) months following a Change in Control, the Term is terminated by the Executive for Good Reason, or by the Company without causeCause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled or if the Agreement is not renewed by the Company in accordance with Section 11; 1, in addition to any bonus to other rights which the Executive may be entitled have under law or otherwise, the Executive shall receive the same payments and benefits provided for under Section 76(d) hereof; or provided, that the amount of the multiplier described in clause (d)(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 payment or benefit time the Term is not extended pursuant to which Executive may be entitled under any separate agreement between Executive and the Companyproviso 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 have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found be deemed 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after terminated the Executive’s terminationemployment without Cause. (g) As used herein, 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 is found to have violated this Agreement.term “Cause” means:

Severance. Other than in During the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by Company the Employers without Cause as provided in Section 3(d) or the Executive terminates his employment for any reason during Good Reason as provided in Section 3(e), then the Term or Renewal TermEmployers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, Executive shall be entitled to receive all within 60 days from Company the Date of Termination, (i) the Employers shall pay the Executive a lump sum in cash severance in an amount equal to 1.75 times the sum of (A) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the Date of Termination (or the Executive’s Incentive Compensation determined immediately prior to the Change in Control, if higher); and (ii) if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to three (A) 18 times the amount 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 then applicable Salary, behalf for 18 months from the Date of Termination if the termination occurs on or before Executive had remained employed by the third anniversary of Employers; and (iii) the Effective Date, amounts payable under Subsections (i) and (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to in a bank account specified by Executive no later than three (3) business lump sum within 60 days after the Executive’s terminationDate of Termination; provided, except however, that if the Enforcement Payment 60-day period begins in one calendar year and ends in a second calendar year, such amounts shall be due and payable paid in the same manner to Executive within ten (10) days second calendar year by the last day of the date the Company is found to have violated this Agreementsuch 60-day period.

Severance. Other than in (a) If, prior to the case expiration of a timely noticed non-renewal of this Agreement, the Company breaches this Agreement by terminating the Executive’s 's employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause for any reason other than Cause (a "Breach"), or during the Term 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 Renewal TermCause ("Termination Upon Change in Control"), in lieu of additional salary payments to the Executive for periods subsequent to the date of such termination, the Company shall pay a lump sum severance payment (together with the payments provided in paragraph (c) below, the "Severance Payments") to the Executive at the time of termination. Such payment shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the number of years, including fractional years, remaining until this Agreement would expire but for such termination (in any event however, the period shall be not less than two years nor more than the number of years, including the fractional years, from the date of such termination until the Executive’s then applicable Salary, if 's attainment of age 65) multiplied by the termination occurs after sum of (A) the third anniversary Executive's Base Salary rate as in effect as of the Effective Date but before date of termination and (B) the fifth anniversary average of the Effective Date, bonus amounts awarded or (iii) a cash severance payment equal due to the unpaid portion Executive pursuant to Section 3.2 of this Agreement. Payment of Severance Payments provided under this Section 7 in the event of a termination which constitutes a Breach by the Company will not prohibit Executive from seeking enforcement of the Executive’s then applicable Salary remaining provisions of this Agreement or other remedies for breach of this Agreement. (b) In determining the amount of payments due under any incentive plan or other bonus plan in effect for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that year in which the Executive is terminated by Company without cause, then all as a result of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any a Breach or Termination Upon Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the CompanyControl, the Company shall pay the Executive at the time of termination a pro-rata portion of all contingent awards granted under such plans for all uncompleted periods, assuming for this purpose that the amount of each award that would have no further obligation to Executive been paid upon the completion of such period would at least equal the pro rata amount of the greater of the target or maximum bonus, if any, provided for in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then such plan. (c) The Company shall be obligated to pay Executive, in addition to the Severance Payment Executive all reasonable legal fees 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 expenses incurred by the Executive as a result 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 Agreement), unless the decision-maker in any proceeding, contest or dispute arising hereunder makes a formal finding that the Executive did not have a reasonable basis for instituting such proceeding, contest or dispute, in which event the Executive shall pay to the Company its reasonable legal fees and expenses incurred in no case the defense of such proceeding, contest or dispute. (d) For the length of the period for which severance benefits are provided after any termination pursuant to this Section 7, the Company shall arrange to provide the Executive with life, disability, accident and group health insurance benefits substantially similar to those which the Executive was receiving immediately prior to the notice of termination. Benefits otherwise receivable by the Executive pursuant to this paragraph (d) shall be considered a penalty. Any payments due under reduced to the extent comparable benefits are actually received by the Executive during the period following the Executive's termination, and any such benefits actually received by the Executive shall be reported to the Company. (e) Nothing contained in this Section 12 7 shall be paid prevent the Executive from receiving any and all benefits payable under any severance benefit plan or program maintained by wire transfer to 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 to which the Executive is found to have violated this Agreemententitled.

Severance. Other than in During the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by Company the Employers without Cause as provided in Section 3(d) or the Executive terminates his employment for any reason during Good Reason as provided in Section 3(e), then the Term or Renewal TermEmployers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, Executive shall be entitled to receive all within 60 days from Company the Date of Termination, (i) the Employers shall pay the Executive a lump sum in cash severance in an amount equal to 2.25 times the sum of (A) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the Date of Termination (or the Executive’s Incentive Compensation determined immediately prior to the Change in Control, if higher); and (ii) if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to three (A) 18 times the amount 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 then applicable Salary, behalf for 18 months from the Date of Termination if the termination occurs on or before Executive had remained employed by the third anniversary of Employers; and (iii) the Effective Date, amounts payable under Subsections (i) and (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to in a bank account specified by Executive no later than three (3) business lump sum within 60 days after the Executive’s terminationDate of Termination; provided, except however, that if the Enforcement Payment 60-day period begins in one calendar year and ends in a second calendar year, such amounts shall be due and payable paid in the same manner to Executive within ten (10) days second calendar year by the last day of the date the Company is found to have violated this Agreementsuch 60-day period.

Severance. Other than in 6.1 In the case event of a timely noticed non-renewal termination of the Executive’s employment hereunder by the Company for Cause, by the Executive without Good Reason, due to the expiration of the Term or as a result of the Executive’s death, the Executive shall be entitled to (i) his Base Salary earned but unpaid through and including the date of the termination of his employment, (ii) any unpaid bonus that is earned and accrued for any completed Fiscal Year, and (iii) any benefits or payments to which the Executive is entitled under any Company plan, program, agreement, or policy (collectively, “Accrued Amounts”). 6.2 In the event the Executive’s employment is terminated as a result of a Change in Control (as defined below) as determined by the Board in its sole discretion, by the Company without Cause (which does not include termination due to expiration of the Term) or by the Executive for Good Reason during the Term, the Executive shall be entitled to the Accrued Amounts and, subject to the Executive’s signing, returning to the Company and not revoking a release of claims for the benefit of the Company, in the form provided by the Company (the “Release”), the Executive shall be entitled to receive, and the Company shall be obligated to provide, the following severance benefits; provided, that, if the Executive should fail to execute such Release within 45 days following the later of (i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within five (5) calendar days following the Executive’s termination date), the Company shall not have any obligations to provide the severance payments contemplated under this Section 6.2: (a) Payment to the Executive of an amount equal to the lesser of (i) 2.99 times the Base Salary in the year of such termination or (ii) the amount of Base Salary owed to the Executive for the remainder of the Term, in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date; (b) Payment to the Executive of an amount equal to one hundred percent (100%) of the Bonus opportunity actually earned for the year prior to the year of termination, if any; this amount shall be paid in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date; (c) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Executive on the day immediately preceding the day of termination of employment; provided, however that (i) the Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Code; and (ii) the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide the Executive with such health coverage until the earlier of (A) the date the Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (B) twelve (12) months from the termination date; and (d) The vesting of the Option will accelerate on the date of termination as to that number of shares that would have become vested if the Executive had remained employed by the Company until the date twelve (12) months following the termination date. For avoidance of doubt, the Executive shall not be entitled to any severance benefits pursuant to this Section 106.2 if his employment is terminated by the Company for Cause, if 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 Cause for any reason during Good Reason (a “Discretionary Severance Event”), the Term or Renewal Term, Executive shall be entitled to receive from Company Board (i) a cash severance payment equal to three times the amount of without the Executive’s then applicable Salaryparticipation), if in its sole and absolute discretion, may choose to pay the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus Executive an amount equal to twice the Executive’s then applicable Salarysum of the payments referred to in subsections 6.2(a) and (b) above, if payable in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination occurs after date. Notwithstanding anything in this Section 6.2 to the third anniversary contrary, in the event the 60 day post-termination period, during which the payments referred to in subsections 6.2(a) and (b) above are required to be made, begins in one taxable year of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) Executive and ends in a cash severance payment equal to the unpaid portion second taxable year of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company payments referred to in subsections 6.2(a) and (b) above shall have no further obligation to Executive be made in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, second taxable year (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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreementsuch 60 day period).

Severance. Other Sellers or their affiliates (other than the Transferred Subsidiaries) shall retain or assume and be solely responsible for, and shall indemnify and hold harmless Purchaser and its affiliates (including, after the Applicable Closing Date, the Transferred Subsidiaries) from, all Liabilities that may result in respect of claims for statutory, contractual or common law severance or other separation benefits or other legally mandated payment obligations (including claims for wrongful dismissal, notice of termination of employment or pay in lieu of notice, plus any payment under the case CRM Retention Bonus Program and any retention, change in control or transaction bonuses or equity or equity-based compensation or benefits), together with the employer-paid portion of a timely noticed non-renewal any employment or payroll taxes related thereto, arising out of, relating to or in connection with (a) the consummation of Executivethe 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 assumed by Purchaser) arising from (i) Purchaser’s failure to offer employment hereunder pursuant to or continue the employment of any Employee on terms consistent with this Article VI and in accordance with applicable Law or (ii) Purchaser’s termination of employment of any Transferred Employee after 12:01 a.m. on the Applicable Closing Date. Without limiting the generality of Section 106.03 and without prejudice to the terms of Section 6.01(c) to (h), if Executive’s with respect to any Transferred Employee whose employment is terminated by Company without Cause for any reason Purchaser during the Term Benefit Period, Purchaser shall provide such Transferred Employee with the cash severance benefits such Transferred Employee would have received if he or Renewal Termshe separated from Sellers immediately prior to the applicable Closing under the applicable Employee Benefit Plan set forth in Section 3.17(a) of the Disclosure Schedule that is designated as a severance plan or severance policy; provided, Executive however, that for purposes of this covenant and Purchaser’s severance plans, such Transferred Employee shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary credited for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance service with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations Sellers as described in this Section 12. If 6.05 and for service with Purchaser following 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this AgreementApplicable Closing Date.

Severance. Other than in Should the case Executive experience a termination of a timely noticed non-renewal of Executive’s employment hereunder during the Employment Period pursuant to Section 106.1(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 termination of employment, the Executive shall be entitled to: (i) a lump sum payment equal to one (1) times his then current Base Salary; (ii) a lump sum payment equal to one (1) times his then current cash bonus target amount; and (iii) a lump sum payment of a prorated bonus for the bonus period during which the termination of employment occurs determined by multiplying (A) the bonus, if any, Executive would have been entitled to receive for such bonus period if Executive’s employment had not terminated (based on actual performance during such bonus period) by (B) a fraction, the numerator of which is terminated by the number of days Executive was employed with the Company without Cause for any reason during the Term or Renewal Termapplicable bonus period and the denominator of which is the total number of calendar days in such bonus period. Subject to Section 6.7, Executive shall such lump sum payment under this Section will be entitled to receive from Company made no later than sixty (i60) a cash severance payment equal to three times the amount of days following the Executive’s then applicable Salary, if the termination occurs Separation from Service on or before after the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of date the Executive’s then applicable Salary employment is terminated, provided, that if such period of 60 days spans two taxable years, the 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 remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salarybonus period, if any, are paid to the Company’s executive officers generally. Severance payments do not result in extending employment beyond the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Paymentdate.”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.

Severance. Other than The equivalent of: (i) twelve (12) months of Executive’s Base Salary in effect as of the case of a timely noticed non-renewal date of Executive’s employment hereunder pursuant termination, subject to Section 10standard payroll deductions and withholdings (the “CIC Cash Severance”); provided, if however, that of such amount nine (9) months of Executive’s employment is terminated by Company without Cause for any reason during Base Salary shall initially be paid, and the Term or Renewal Term, Executive shall be entitled to receive from Company remaining three (i3) a cash severance payment equal to three times the amount months of the Executive’s then applicable Salary, if Base Salary shall only be paid in the termination occurs on or before the third anniversary event that Company stockholders have received a minimum liquidating distribution pursuant to that certain Plan of Dissolution of the Effective DateCompany, as approved by the Board on December 19, 2023, of at least $0.05 per share and all obligations of the Company have been paid, reserved, or otherwise resolved under applicable law, as determined by the Board in its discretion (the “Contingent Severance Conditions”); (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In Solely in the event that the Executive is terminated Contingent Severance Conditions are fulfilled, as determined by Company without causethe Board in its discretion, then all twelve (12) months (i.e., 1x) of Executive’s outstanding Plan awards shall immediately target Annual Bonus for the applicable bonus year in which the termination of employment occurs, subject to standard payroll deductions and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11withholdings (the “Annual Bonus Severance”); 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 and (iii) twelve (12) months of the Company, the Company shall have no further obligation to Executive in the event cost of Executive’s termination by COBRA premiums needed to continue Executive’s medical, dental and vision insurance coverage (including coverage for eligible dependents, if applicable) (the Company without Cause beyond those obligations described in this Section 12. If the Company fails “CIC COBRA Severance”), subject to make any payment when due under this Section 12standard payroll deductions and withholdings; provided, however, that of such amount nine (9) months of Executive’s CIC COBRA Severance shall initially be paid, 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than remaining three (3) business days after the months of Executive’s terminationCIC COBRA Severance shall only be paid in the event the Contingent Severance Conditions are fulfilled, except as determined by the 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 Separation Agreement (as described in Paragraph 8) has become effective; provided, however, that any such portion of the CIC Cash Severance, Annual Bonus Severance, and CIC COBRA Severance that are payable only upon the fulfillment of the Contingent Severance Conditions will be paid in a lump sum within sixty (60) days following the Board’s determination that the Enforcement Payment shall be due and payable in Contingent Severance Conditions have been fulfilled. Executive may, but is not obligated to, use the same manner to Executive within ten (10) days CIC COBRA Severance payment toward the cost of the date the Company is found to have violated this AgreementCOBRA premiums.

Severance. Other than in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if Executive’s If your employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times by the amount of the Executive’s then applicable Salary, if the termination occurs on Company other than for Cause or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary by you for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or Good Reason (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”as defined below). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment Accrued Amounts and in lieu of any payments or benefits under any other sums owed under this AgreementCompany separation policy or program, an additional you will be entitled to: (A) a payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of all twelve (12) months of your Base Salary plus twelve (12) months of your Target Annual Bonus Opportunity (the amount of such payment, the “Severance Amount”); and (B) a payment equal to the premiums that you would pay if you elected continued health coverage under the Company’s health plan for you and your eligible dependents for the twelve (12) month period following the Termination Date, less the applicable active employee rate, which premiums will be calculated based on the rate determined under the COBRA rate in effect on the Termination Date (“Medical Benefit Payment”); provided that any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the costs incurred by ExecutiveInternal Revenue Code, including attorneys’as amended (the “Code”), fees, and the Treasury Regulations thereunder (“Section 409A”) shall remain in effect. The Company’s obligations to enforce make the payments and provide the benefits set forth in (A) and (B) in this Agreement. It is explicitly agreed that the Enforcement Payment is Section 3(b) shall be conditioned upon your continued compliance with your obligations under Section 4 below and your execution and nonrevocation of a reasonable estimate release of claims in favor of the value of time Company and expense that would be incurred its affiliates in a form provided by the Executive Company (“Release”). Notwithstanding any provision to enforce this Agreement the contrary herein (other than the provisions of Section 7 below), and in no case shall without limitation of any remedies to which the Company may be considered a penalty. Any payments due under this Section 12 entitled, (I) the Severance Amount shall be paid by wire transfer in installments in accordance with the Company’s regular payroll practices during a twelve (12) month period commencing within sixty (60) days following the Termination Date (with the first such payment to a bank account specified by Executive no later than three include all installment amounts from the Termination Date), and (3II) business days after the Executive’s termination, except that the Enforcement Medical Benefit Payment shall be due and payable paid in the same manner to Executive a lump sum within ten sixty (1060) days of following the date Termination Date; provided that the Company Release is found to have violated this Agreementeffective.

Severance. Other than in In no way limiting the case Company’s policy of a timely noticed non-renewal of Executiveemployment at will: (a) If Employee’s employment hereunder pursuant to Section 10, if Executive’s employment with the Company is terminated by the Company without Cause for or by Employee with Good Reason prior to the 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 reason during revocation right of the Term or Renewal TermEmployee under such Release Agreement shall have expired, Executive and (iii) such Release Agreement shall have become effective, Employee shall be entitled to receive from Company (i) a cash severance payment compensation equal to three times the amount 75% of his annual Base Salary and Target Bonus for purpose of the Executive’s then applicable Salary, if MIP in effect for the termination year in which the Termination Date occurs on or before the third anniversary (determined regardless of the Effective Dateactual results of the Company for that year), payable in nine (ii9) a cash severance payment monthly installments equal to one-ninth of such severance compensation, subject to required withholding, payable at the unpaid portion end of each of the Executive’s then applicable Salary for next nine (9) full calendar months following the remainder of first full calendar month following the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Release Date, or . (iiib) a cash severance payment equal Notwithstanding anything to the unpaid portion of contrary herein contained, except to the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated extent required by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Companylaw, the Company shall have no further obligation not be required to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make pay any payment when due amounts under this Section 125 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 Executive initiates arbitration pursuant 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 Section 17 receive only: (i) Employee’s Base Salary earned and payable through the Termination Date; (ii) any accrued but unused vacation/time off to enforce his rights 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, and Company is found to the following terms shall 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.meanings set forth below:

Severance. Other than in the case 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 timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10standard Company separation agreement, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash gross severance payment equal to three times the amount of the Executive’s then applicable Salaryeleven (11) weeks’ salary, if the termination occurs on or before the third anniversary of the Effective Dateplus, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance unit employees with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than at least three (3) full years of service, an additional one (1) week’s salary per full year of service, starting with the third full year of service, and a maximum severance payment of eighteen (18) weeks’ severance. B. Any bargaining unit employee who is discharged under section (D) of Article 15 (Discipline and Discharge) shall, subject to execution of a standard Company separation agreement, receive gross severance equal to seven (7) weeks’ salary, plus, for unit employees with at least four (4) full years of service, an additional one (1) week’s salary per full year of service, starting with the fourth full year of service, and a maximum severance payment of fourteen (14) weeks’ severance. C. All severance payments shall be paid as a lump payment. D. Any bargaining unit employee who receives severance pursuant to paragraphs (A) and (B), and who was receiving medical, dental and vision benefits through the Company shall receive, by separate lump sum payment, the monetary equivalent of the Employer’s share of the monthly COBRA premium, plus the full administrative surcharge, for the portion of the severance period for which they are no longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the full monthly COBRA amount to the carrier, the lump sum COBRA payment shall be adjusted for taxes so that the terminated employee’s monthly out of pocket financial share of health insurance premium is the same as their out of pocket financial share of premiums during employment. E. Terminated bargaining unit employees may link to or embed published Work Product. F. For a period of six (6) months from the date of a bargaining unit employee’s lay off, the Laid Off Unit Employee shall have the right of first refusal in the event that their position, or a substantively identical position, is established by the same vertical or department within which the Laid Off Unit Employee previously worked. A Laid Off Unit Employee shall have five (5) business days after from the Executive’s terminationdate of written offer from the Company, except to accept such reestablished position. G. The Company shall offer Laid Off Unit Employees the option to purchase a laptop computer that the Enforcement Payment is two (2) years or older, was previously supplied to a Laid Off Unit Employee, and has been erased of all information. The cost of such computers shall be due and payable in discounted to take account of depreciation. In order to be eligible to purchase a laptop computer, a Laid Off Unit Employee must have returned all company property to the same manner to Executive within ten (10) days of the date the Company is found to have violated this AgreementCompany.

Severance. Other than in the case (a) Upon termination of a timely noticed non-renewal of ExecutiveGeneral Manager’s employment hereunder by District pursuant to Section 1015(a) herein, and if Executive’s employment is terminated by Company without Cause General Manager timely executes and delivers to District an original Separation Agreement and General Release in the 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 any reason during all uncompensated accrued earnings and vacation and sick (2) leave (in accordance with Section 7 herein) as of the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash effective date of termination; and A severance payment allotment as follows: An amount equal to three times six (6) months’ salary of General Manager and six (6) months of medical insurance and life insurance benefits on the amount same basis as District is providing such benefits immediately prior to termination of the Executive’s then applicable Salaryemployment. However, if the termination occurs on or before the third anniversary unexpired term of the Effective DateEmployment Agreement is less than six (6) months, (ii) a cash the severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus allotment shall be in an amount equal to twice General Manager’s monthly salary multiplied by the Executive’s then applicable Salarynumber 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 occurs after pursuant to Section 15(a) herein is that the third anniversary General Manager engaged in any of the Effective Date but before the fifth anniversary activities listed on Attachment 3, which attachment is incorporated herein by this reference, upon termination of the Effective DateGeneral Manager’s employment for such reason(s), or General Manager shall receive his earned income as follows: (iii1) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary Cash for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date ail uncompensated accrued earnings and vacation and sick leave (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 117 herein) as of the effective date of the termination; any bonus to which Executive may and (2) No severance allotment shall be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event paid. (c) Upon termination of ExecutiveGeneral Manager’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration employment pursuant to Section 17 to enforce 15(b) herein, General Manager shall receive his rights under 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 parties hereto agree as follows: (1) To the extent, if any, that General Manager is paid leave salary and Company benefits pending an investigation, General Manager shall fully reimburse District for such leave salary and benefits if General Manager is found to have violated 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, then Company General Manager shall be obligated to pay Executive, 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 the meaning as set forth 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 be considered a penalty. Any payments due under this Government Code Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement53243.4.

Severance. Other than Except as otherwise provided in Section 8, if the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10is terminated during the Employment Term, if following the Executive’s employment initial twelve (12) months of employment, by the Company or is terminated due to expiration of the Employment Term following notice by the Company without not to extend the Employment Term in accordance with Section 3, in each case other than for Cause for any reason during or due to disability (as determined in the Term good faith discretion of the Board) or Renewal Termdeath, the Executive shall be entitled to receive from Company as severance (subject to Section 9): (i) a cash severance payment an amount equal to three times the amount Executive’s base salary as in effect immediately prior to the date of the Executive’s then applicable Salarytermination of employment for twelve (12) months, if payable, commencing no later than sixty (60) days following such termination, in equal installments in accordance with the termination occurs on or before Company’s payroll procedures during the third anniversary of twelve (12) months following the Effective Date, (ii) a cash severance payment equal to the unpaid portion date of the Executive’s then applicable Salary termination (such twelve-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the remainder Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or Company; and (iii) a cash severance payment equal to pro rata portion (based on the unpaid portion number of days the Executive was employed by the Company during the calendar year of termination) of any incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of the Executive’s then employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable Salary for the remainder plan or policy of the Term or Renewal Term if the Company absent such termination occurs after the fifth anniversary of employment, but no later than March 15 of the Effective Date calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (each, a “Severance Payment”). In ii) of the event that first sentence of this Section 7 for which the Executive is terminated by eligible, (I) if the Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Companycannot continue such benefits, the Company shall have no further obligation to pay the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event of the Executive becomes eligible for similar benefits from a successor employer (and the Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make eligibility for 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 such benefits 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 reported by the Executive to enforce this Agreement the Company); and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3III) business days after the Executive’s terminationperiod of “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, except that as amended (the Enforcement Payment “Code”), shall be due and payable in deemed to commence on the same manner to Executive within ten (10) days date of the date the Company is found to have violated this AgreementExecutive’s termination of employment.

Severance. Other than in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant Subject to Section 109(a), if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall Employee will be entitled to receive from Company continued payments of Employee’s base salary (ias in effect immediately prior to such termination) for a cash severance payment equal period of twelve (12) months (the “Severance Period” and such payments, “Severance Payments”), less applicable withholding payable in accordance with the Company’s normal payroll policies. Notwithstanding the foregoing, Severance Payments shall commence to three times be paid immediately following Release Date (provided if the amount Release Period spans two calendar years, immediately following January 1 of the Executive’s then applicable Salarysecond calendar year, if later than Release Date), with the termination occurs on or before the third anniversary first payment containing all of the Effective DateSeverance Payments which should have been paid prior to such date but were not paid. Notwithstanding the foregoing and except as provided by the following sentence, if during the Severance Period Employee breaches the covenants in Section 6 or in the Release and, if applicable, his Change in Control Non-Competition Agreement (ii) a cash severance payment equal “Breach”), all payments pursuant to the unpaid portion this subsection will immediately cease effective as of the Executive’s then applicable Salary for the remainder first date of a Breach of the Term or Renewal Term plus an amount equal to twice applicable covenants (the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective “Breach Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In Notwithstanding the event that preceding sentence, if payment of the Executive severance amounts is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled delayed in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event 9(a) of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found the Company’s obligation to have violated this Agreement, then Company make Severance Payments to Employee during the Severance Period shall be obligated to pay Executive, in addition not terminate pursuant to the preceding sentence (i.e., upon the Breach Date) with respect to any Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal Payments that have been accrued prior to the Severance Payment plus the sum Breach Date in accordance with Section 9(a) 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 be considered a penalty. Any payments due under this Section 12 such accrued Severance Payments shall be paid by wire transfer to in 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 lump sum payment on the date six (6) months and one (1) day following the Company is found to have violated date of Employee’s termination of employment (or such earlier date as provided in Section 9(a) of this Agreement).

Severance. Other than in (a) If the case of a timely noticed non-renewal of ExecutiveCompany terminates Employee’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by with the Company without Cause for any reason during in accordance with Section 6(c) prior to the Term or Renewal expiration of the Initial Term, Executive the Company shall be entitled to receive from Company (i) pay Employee a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice twelve months of Employee’s Base Salary as in effect on the Executive’s date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, 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) Employee will be entitled to a cash 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 unpaid portion sum of: (i) the Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the Executivehighest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date Average Annual Bonus, subject to subsections (each, c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”). In ) will be made in a lump sum within sixty (60) days after the event that the Executive 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 Company without causeSection 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, then all 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 Executivethe Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s outstanding Plan awards shall immediately 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 fully vest. Other than any Change in Control agrees the Severance Payment to which Executive may also be the Employee is entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 127 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) 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, 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 the Severance Payment will be obligated to pay Executive, paid in addition the second calendar year. Employee’s right to the Severance Payment and other sums owed under is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, an additional payment (“Enforcement Payment”) equal he will immediately return to the Company any portion of the Severance Payment plus the sum of all of the costs incurred by Executive, including attorneys’, fees, that has been paid 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 him pursuant to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement7.

Severance. Other than in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if Executive’s If Employee's employment is terminated by Employee or the Company without Cause for any reason during the Term or Renewal Termno reason after December 31, Executive shall 1997, Employee will be entitled to receive from Company on the effective date of termination of Employee's employment (i) a the "Termination Date"), cash severance payment compensation equal to three times six (6) months of Employee's base salary (the amount of "Initial Severance Payment"). In addition to the Executive’s then applicable SalaryInitial Severance Payment, if on the termination occurs on or before the third anniversary of the Effective Termination Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus Company will deposit an amount equal to twice six (6) months of Employee's base salary in escrow (the Executive’s "Escrow Deposit") with a financial institution pursuant to an escrow agreement in form reasonably acceptable to Employee and the Company. If Employee has not obtained new employment within the six (6) month period immediately following the Termination Date, then applicable Salarythe Escrow Agent will distribute to Employee monthly, if commencing on the termination occurs after the third seventh (7th) month anniversary of the Effective Termination Date but before and ending on the fifth twelfth (12th) month anniversary of the Effective Date, or Termination Date (iiithe "Subsequent Payment Period") a cash severance payment an amount equal to the unpaid portion one-sixth (1/6th) of the Executive’s then applicable Salary Escrow Deposit (the "Subsequent Severance Payments"); provided, that the Subsequent Severance Payments shall be reduced, on a dollar for dollar basis, to the remainder of extent Employee receives compensation for services rendered to another person or entity during the Term or Renewal Term if Subsequent Payment Period (the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”"Offset Amounts"). In The Offset Amounts, if any, shall be distributed by the Escrow Agent to the Company. Notwithstanding the foregoing, in the event that the Executive severance and other benefits provided for in this Agreement to Employee constitute "parachute payments" within the meaning of Section 280G of the Code and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, the aggregate amount of such payments and benefits payable pursuant to this Section 5 shall be reduced such that the present value thereof (as determined under the Code and the applicable regulations) is equal to 2.99 times the Employee's "base amount" as defined in Section 280G(b)(3) of the Code. If Employee's employment is terminated by Employee or the Company without causefor any reason or no reason prior to December 31, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also 1997, Employee will not be entitled in accordance with Section 11; to receive any bonus severance payments pursuant to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement5.

Severance. Other than in the case of a timely noticed non-renewal of ExecutiveIf Officer’s employment hereunder 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 10, if Executive’s employment is terminated by Company without Cause for any reason during 5.4 in installments on the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal same schedule as he was paid immediately prior to the unpaid portion date of termination, each installment to be the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an same amount equal to twice the Executive’s then applicable Salary, he would have been paid under this Agreement if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”)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, Officer’s entitlement to any Severance and benefits, if and to the extent not yet paid, shall thereupon immediately cease and terminate. Notwithstanding anything to the contrary contained herein, if Officer’s termination of employment occurs less than 21 days prior to the end of any calendar year, no Severance payment shall be made hereunder until after the commencement of the next calendar year. (c) provide Officer at no charge, during the period that Officer is receiving Severance payments as described in 5.4 (a) and (b), with a continuation of medical benefits at terms no less favorable than the Executive health and medical benefits in effect on the date of termination of the Officer’s employment and including any dependents being covered by the Officer on the date of his termination who remain eligible for medical benefits under the terms of the Bank’s medical plan. To the extent such benefits cannot be provided under a plan because Officer is no longer an employee of the Bank or it is not in the Bank’s best interests to provide such benefits due to the applicable nondiscrimination requirements set forth in Section 1001 of the Patient Protection and Affordable Care Act, as amended, a dollar amount equal to the after-tax cost (estimated in good faith by the Bank) of obtaining such benefits, or substantially similar benefits, shall be paid to the Officer within thirty (30) days following the date of termination, on a date determined by the Bank; provided, however, that Officer shall not be entitled to any such payments if employment is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with the provisions of Section 11; any bonus 5.2(a) or Section 5.3. Notwithstanding anything 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 Companycontrary herein, the Company shall have no further obligation to Executive in the event that Officer accepts employment during the Severance pay period, as outlined above, with an entity such that the employment by that entity is not in violation of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under 6 of this Agreement, the Bank agrees that payment of the Salary and Company is found to have violated this Agreement, then Company health and medical benefits shall be obligated to pay Executive, in addition to continue for the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum pay period with no right 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreementsetoff.

Severance. Other (a) Subject to Section 12, if the Company terminates the Executive's employment (other than in For Cause or as a result of the case of a timely noticed non-renewal of Executive’s employment hereunder death or Disability) pursuant to Section 10(a), or the Executive terminates his employment for Good Reason pursuant to Section 10(b): (i) The Company shall (subject to Section 11(b) below): (A) pay or cause to be paid to the Executive a lump-sum payment, within ten (10) calendar days of the Termination Date, in an amount equal to the sum of (x) any unpaid Base Pay through the 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 Termination Date; (B) pay or cause to be paid to the Executive 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 twelve (12) calendar months commencing immediately following the 60th day following the Termination Date; and (C) pay or cause to be paid to the Executive, under all circumstances, any other compensation or benefits which may be owed or provided to or i n respect of the Executive in accordance with the terms and provisions of any plans or programs of the GENBAND Entities (the applicable payments under this Section 11 (a) collectively, the "Severance Payment); provided, however , that if the Executive is a Specified Employee, except to the extent that any amounts payable to the Executive as a Severance Payment are not treated as deferred compensation under Section 409A, such as, for example, certain payments pursuant to a separation pay plan, the Severance Payment shall not be provided to the Executive until the earlier of (I) the expiration of the six-month period measured from the Separation from Service Date and (II) the date of the Executive's death. All payments delayed pursuant to this paragraph shall be pa id, with interest thereon calculated at the "prime rate," as quoted from time to time during the relevant period in the Southwest Edition of The Wall Street Journal, on the first day of the seventh month following the Executive's Separation from Service Date (or the date of the Executive's death, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Termearlier), 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 Company being the spouse or a dependent of the Executive) for so long as the Executive or, as appropriate, such Qualified Beneficiary, remains eligible for continuation coverage as contemplated pursuant to COBRA and the relevant group health plan of the GENBAND Entities, but i n no event longer than twelve (i12) a months (such period of continued coverage, the "Continuation Period''). The GENBAND Parties shall at the same time as any such action (including payment of any reimbursement) make any payment that may be necessary to ensure that the Executive's after-tax position with respect to any health and welfare benefits or cash severance payments received pursuant to this Section 11(a)(ii) is not worse than the Executive's after-tax position in the event such benefits had been provided to the Executive while he was employed by the Company. Any such reimbursement or in-kind benefits provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive's taxable year following the taxable year in which the expenses are incurred, and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such reimbursements. The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment equal in any subsequent year, and the Executive’s right to three times 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 amount GENBAND Parties on or before the last day of the Executive’s then taxable year following the taxable year in which the Executive remits the related taxes, and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such tax gross-ups; and (iii) If such termination of the Executive's employment occurs within twelve (12) months after a Change in Control, notwithstanding anything to the contrary in any applicable Salaryequity award agreement or equity plan, if each Equity Award (including, but not limited to, any Equity Awards of Cayman Holdings, including the termination occurs 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 before prior to the third anniversary Termination Date. (b) The GENBAND Parties' obligations pursuant to this Section 11 shall be conditioned upon (i) the Executive's termination of employment constituting a "separation from service" within the meaning of Section 1.409A-1(h) of the Effective Date, Department of Treasury Regulations and (ii) the Executive's execution and delivery of a cash severance payment equal release, in substantially the form attached hereto as Exhibit A, on or prior to the unpaid portion 60th day following the Termination Date, which has not been revoked by the Executive prior to, and cannot be revoked by the Executive after, such 60th day. Further, for purposes of Section 409A, the Executive's right to receive installment payments pursuant to this Section 11 shall be treated as a right to receive a series of separate and distinct payments. (c) Notwithstanding any other provision of this Agreement to the contrary, the parties' respective rights and obligations under this Section 11 and under Sections 12 through 30 will survive the expiration of this Agreement, any expiration of the Employment Term and the termination of the Executive’s then applicable Salary 's employment for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreementreason whatsoever.

Severance. Other than 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 case new position. The Company shall provide such retraining at no cost to the employee. B. Any bargaining unit employee who is laid off (“Laid Off Unit Employee”) for economic or other reasons (except for discharges covered under sections (A), (B), (C), and (D) of Article 17 (Discipline and Discharge) shall, subject to execution of a timely noticed nonstandard 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-renewal 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 Executive’s employment hereunder 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 Section 10paragraphs (B) and (C), if Executive’s employment is terminated and who was receiving medical, dental and vision benefits through the Company shall receive, by Company without Cause for any reason during separate lump sum payment, the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount monetary equivalent of the ExecutiveEmployer’s then applicable Salary, if the termination occurs on or before the third anniversary share of the Effective Datemonthly COBRA premium, (ii) a cash severance payment equal to plus the unpaid full administrative surcharge, for the portion of the Executive’s then applicable Salary severance period for which they are no longer receiving Company benefits. While terminated bargaining unit employees are responsible for paying the remainder of the Term or Renewal Term plus an full monthly COBRA amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion 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 Executivesame as their out of pocket financial share of premiums during employment. G. Terminated bargaining unit employees may link to or embed published Work Product. H. For a period of six (6) months from the date of a bargaining unit employee’s then applicable Salary for lay off, the remainder Laid Off Unit Employee shall have the right of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In first refusal in the event that their position, or a substantively identical position, is established by the Executive is terminated by Company without cause, then all same vertical or department within which the Laid Off Unit Employee previously worked. A Laid Off Unit Employee shall have five (5) business days from the date of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and written offer from the Company, the 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 all information. The cost of such computers shall be discounted to take account of depreciation. In order to be eligible to purchase a laptop computer, a Laid Off Unit Employee must have no further obligation returned all company property to Executive the Company. J. Upon the request of a bargaining unit employee, the Company, in the event its sole discretion, may convert a portion of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when severance weeks due under this Section 12Agreement to paid non- working notice. The employee request shall not be unreasonably denied. Such conversion of severance into paid non-working notice shall not result in any increase of severance payments, 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 COBRA costs or any 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 be considered a penalty. Any payments due under this Section 12 Agreement. This provision shall not be paid by wire transfer subject to 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 grievance and payable in the same manner to Executive within ten (10) days arbitration provisions of the date the Company is found to have violated this Agreement.

Severance. Other than in Upon the case layoff of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10an employee covered by this Agreement, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive employee shall be entitled to receive from Company the following: (ia) a cash severance payment equal to three times the amount Pay in lieu of the Executive’s then applicable Salaryprior notice not given by Anixter Center, (b) Accrued annual leave, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”)any. In the event that the Executive is terminated by Company without causeof an employee’s dismissal, then all of Executive’s outstanding Plan awards he/she shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled to only accrued annual leave, unless an employee has not passed his/her probationary period in accordance with Section 11; any bonus to which Executive may event the employee would not be entitled under Section 7; to any annual leave. In the event of a layoff or any payment or benefit position elimination, Anixter Center will offer, when possible, comparable job openings to which Executive may be entitled under any separate agreement between Executive the affected employee(s) as outlined in Article 10, Sections 2, 3 and 4. Comparable is defined as identical pay and reasonably similar qualifications as the Companyposition the employee formerly held. In the event the employee rejects an offer of a comparable job, the Company shall have employee forfeits all rights to severance pay. In the event Anixter Center has no further obligation to Executive comparable positions available, severance pay in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company a layoff shall be obligated to 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 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 be considered a penalty. Any payments due under this Section 12 shall will be paid by wire transfer to 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 out in the same manner as normal pay, over a period of time, not in a lump sum. Severance pay will cease to Executive within ten be paid when: (10a) days 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 date number of times the Company is found to have violated this Agreementemployee may be laid off.

Severance. Other than (a) Subject to Section 7.1(a) and Section 7.2(b), during the applicable Post-Closing Protected Period, the Buyer shall, or shall cause an Affiliate to, provide any Transferred Employee located in the case United States who experiences a termination of a timely noticed non-renewal of Executive’s employment hereunder pursuant by or with the Buyer or its applicable Affiliate under circumstances that entitle or would have entitled such Transferred Employee to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during severance benefits under the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash applicable severance payment equal to three times the amount plan of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal Seller Entity effective immediately prior to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date date hereof and set forth on Schedule 7.2 (each, a “Seller Severance PaymentPlan”) (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 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 provision of severance benefits pursuant to this Section 7.2 shall exclude any entitlements or obligations to accelerate the vesting of any equity or equity-based awards of the Buyer then-held by the applicable Transferred Employee. (b) Notwithstanding anything to the 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 event that foregoing, (i) within thirty (30) days following the Executive is terminated by Company without causeSeller-Covered Qualifying Termination Period, then all of Executive’s outstanding Plan awards the Buyer shall immediately and fully vest. Other than any Change in Control Payment provide to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive the Seller an invoice setting out the aggregate Specified Severance Benefits and the Companyemployer-portion of taxes associated therewith, payable as a result of all Seller-Covered Qualifying Terminations (the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12“Seller Reimbursement Amount”), 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 (ii) the Seller shall be obligated to pay Executive, in addition to reimburse Buyer for the Severance Payment and other sums owed under this Agreement, an additional payment Seller Reimbursement Amount within forty-five (“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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten (1045) days following receipt of the date the Company is found to have violated this Agreementsuch invoice.

Severance. Other than In consideration of and 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 Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary return for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change promises contained in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found as full and final compensation to have violated this Employee for all services as an employee: [OPTION 1: IN THE EVENT THAT EMPLOYEE IS TERMINATED BY EMPLOYER WITHOUT “CAUSE”, OR RESIGNS FOR “GOOD REASON”, OR SHALL BE TERMINATED IN CONNECTION WITH A CHANGE OF CONTROL, THEN THE FOLLOWING PARAGRAPH SHALL APPLY] a. Employee shall receive from Employer following the termination date, with appropriate deductions and withholdings, (i) the compensation required by Paragraph 2(a) of the Employment Agreement dated October 18, 2010 (the “Employment 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 for a period of six (6) months from the termination date (the “Severance Payment plus Period”) payable semi-monthly in accordance with Employer’s regular payroll practices, and (ii) COBRA premium until the sum of all earlier 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 expiration of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days months from the termination date or until Employee finds another job that provides at least substantially similar health insurance, (subsection (i) and (ii) of this Paragraph shall be referred to collectively herein as the “Six Months Severance”), plus all accrued but unpaid salary and vacation time and any applicable quarterly bonus which has been earned but not yet paid to the date of termination. The first installment will be paid on the first regular semi monthly payroll date following the 30th day after the Executivetermination date provided that this Agreement as well as the termination certificate in the form attached as Exhibit A to the Employment Agreement has been signed by Employee and delivered to Employer within 22 days and not revoked within the 7 day revocation period. The foregoing Six Months Severance shall be reduced by the amount of any other compensation earned by the Employee during the Severance Period as a result of his employment. Notwithstanding anything herein to the contrary, if at the time of Employee’s termination of employment with Employer, Employee is a “specified employee” as defined in Code Section 409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then Employer will, if requested by Employee in writing at the time of Employee’s termination, defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee except as set forth herein) until the date that is six (6) months following Employee’s termination of employment with Employer (or the earliest date as is permitted under Code Section 409A) (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) shall be paid to Employee in a lump sum on the first business day after the end of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. [OPTION 2: IN THE EVENT THAT EMPLOYEE IS TERMINATED BY EMPLOYER WITHOUT “CAUSE” AND IN CONNECTION WITH A “CHANGE OF CONTROL” THEN IN ADDITION TO OPTION 1 ABOVE, THE FOLLOWING PARAGRAPH SHALL ALSO APPLY] The amount of the unvested Grant granted under Paragraph 2(c) of the Employment Agreement shall acceleration by six (6) months (the “Acceleration Severance”). b. Employee will continue on Employer’s medical plan up to and including Employee’s termination date. Employer will pay Employee’s Cobra premium as set forth herein and thereafter at Employee’s sole expense, pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") provided, however, that Employee timely elects COBRA continuation. The COBRA period shall be deemed to have commenced on the first of the month following the date of termination; c. Employee acknowledges and agrees that any severance, whether the Six Months Severance and/or the Accelerated Severance, provided for in this Agreement is due under the Employment Agreement only if Employee signs this Agreement and complies with all the terms and conditions set forth herein and any applicable revocation periods set forth herein have expired; and d. Employer warrants and Employee acknowledges that the Enforcement Payment shall be due agreements described under this Paragraph 2 constitute full payment of any and payable all claims of every nature and kind arising out of or relating in any way to Employee’s employment by Employer or the same manner to Executive within ten (10) days of the date the Company is found to have violated this Agreementtermination thereof, benefits owed, or any other claims as outlined below.

Severance. Other than in (i) If 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 by the Company under Section 3(c) or by the Executive for Good Reason under Section 3(d) in the absence of a Change in Control (as defined in the Company’s 2015 Equity Incentive Plan, the Company shall (A) continue to pay the Executive his base salary as in effect on the Date of Termination, paid in accordance with the Company’s usual payroll practices, for a period of 18 months following the Date of Termination, (B) accelerate the vesting of the unvested portion of any reason during equity awards held by the Term or Renewal TermExecutive to the extent of 12 additional months upon the Date of Termination and (C) if the Executive is participating in the Company’s employee group health insurance plans on the Date of Termination, Executive shall be entitled to receive from Company continue such benefits for a period of 6 months following the Date of Termination. (iii) a cash severance payment equal to three times the amount of If the Executive’s then applicable Salaryemployment is terminated without Cause by the Company under Section 3(c) or by the Executive for Good Reason under Section 3(d) within the twelve month period following a Change in Control, if the termination occurs on or before Company shall (A) pay the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus Executive an amount equal to twice 2.0 times his base salary as in effect on the Executive’s then applicable SalaryDate of Termination plus 100% of his target annual bonus, (B) accelerate in full the vesting on all outstanding, unvested equity awards held by the Executive and (C) if the termination occurs after Executive is participating in the third anniversary Company’s employee group health insurance plans on the Date of Termination, continue such benefits for a period of 12 months following the Effective Date but before the fifth anniversary of the Effective Date, or Termination. (iii) a cash severance The payment equal to the unpaid portion Executive of the Executive’s then applicable Salary for amounts payable under this Section 4(b) shall (A) be contingent upon the remainder execution by the Executive of a release in a form reasonably acceptable to the Company and (B) constitute the sole remedy of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of a termination of the Executive’s termination by employment in the Company without Cause beyond those obligations described circumstances set forth in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment4(b).”) 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.

Severance. Other than in (a) Termination without Cause or for Good Reason. (i) In the case of a timely noticed non-renewal event of Executive’s termination of employment hereunder pursuant to Section 10, if Executive’s employment is terminated with the Company (i) by the Company without Cause Cause, or (ii) by Executive for any reason during the Term or Renewal TermGood Reason, Executive shall be entitled to receive the severance benefits set forth below in Section 6(a)(ii); provided, however, if such termination of employment or election of non-renewal occurs within twenty-four (24) months immediately following a Change in Control (as defined in the Severance Plan) of the Company, Executive shall in lieu of the severance benefits provided under Section 6(a)(ii) hereof become entitled to the severance benefits set forth below in Section 6(a)(iii). (ii) As a condition to the payment of the following severance benefits, within 45 days of the Executive’s termination of employment, the Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form attached hereto as Exhibit A, in consideration for which the Company agrees to the following: (A) The Company shall pay Executive, upon the date that is 45 days following the termination of employment, a lump-sum cash payment in an amount equal to two times the Executive’s annual Base Salary (as in effect at the date of Executive’s termination determined without regard to any reduction in such Base Salary constituting Good Reason). (B) The Company shall pay Executive 50% of the Annual Bonus then in effect that Executive would have received based upon the Company’s actual underlying performance through the end of the current bonus period, and further pro-rated for the number of days during such year that Executive was employed by the Company, with such bonus to be paid at the time such bonus would otherwise have been paid had Executive not been terminated. (C) For eighteen (18) months from the date of termination (the “Benefits Continuation Period”), the Company shall reimburse the Executive for his cost to participate in COBRA benefits continuation coverage. (iD) To the extent not already vested, the 2016 LTIP Award shall fully vest upon termination of employment, (and be paid or satisfied in accordance with their terms). (E) The Company shall pay Executive the amounts described in Section 6(d). (iii) As a condition to the payment of the following severance benefits, within 45 days of the Executive’s termination of employment, the Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form attached hereto as Exhibit A, in consideration for which the Company agrees to the following: (A) The Company shall pay Executive, upon the date that is 45 days after termination of employment, a lump-sum cash severance payment in an amount equal to three times the amount sum of the following: (x) Executive’s then applicable Salary, if annual Base Salary (as in effect at the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all date of Executive’s outstanding Plan awards shall immediately termination determined without regard to any reduction in such Base Salary constituting Good Reason) and fully vest. Other than (y) Executive’s target Annual Bonus (excluding the Maximum Bonus but determined without regard to any reduction in such target Annual Bonus constituting Good Reason) for the year in which the termination of employment occurs. (B) For eighteen (18) months from the date of termination (the “Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the CompanyBenefits Continuation Period”), the Company shall reimburse the Executive for his cost to participate in COBRA benefits continuation coverage. (C) A lump-sum amount, paid upon the date that is 45 days after termination of employment, equal to Executive’s then current target bonus opportunity established under the bonus plan in which the Executive is then participating, for the plan year in which the termination of employment occurred, adjusted on a pro rata basis based on the number of days Executive was actually employed during the bonus plan year in which the termination of employment occurs. (D) To the extent not already vested, the 2016 LTIP Award shall fully vest upon termination of employment, (and be paid or satisfied in accordance with their terms). (E) The Company shall pay Executive the amounts described in Section 6(d). (iv) Notwithstanding anything in this Section 6(a) to the contrary, the benefit reimbursement provided pursuant to Section 6(a)(ii)(C) and Section 6(a)(iii)(B) shall be discontinued prior to the end of the Benefits Continuation Period or Change in Control Benefits Continuation Period, as applicable, in the event Executive becomes eligible for benefits from a subsequent employer (including self employment or consulting) similar to those benefits Executive was receiving pursuant to his COBRA benefits continuation, as determined by the Company in good faith. Executive shall have a duty to inform the Company as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment, and shall provide, or cause to be provided, to the Company in writing correct, complete and timely information concerning the same. (v) Notwithstanding anything herein to the contrary, if Executive is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) as of his termination of employment, then to the extent necessary to comply with the requirements of Section 409A of the Code, no further obligation payments due Executive under this Section 6(a) shall be made earlier than the date that is six months following Executive’s termination of employment, at which time all payments that would otherwise have been made or provided to Executive within that six month period shall be paid to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreementlump sum.

Severance. Other than In further consideration of the entering into of this Agreement by Employee, Dalexx xxxees to entitle Employee to a severance pay benefit based upon base salary dependent upon the duration of Employee's employment with Dalexx, xxtermined as follows: a) One hundred and eighty days (180) or less of employment will result in a severance benefit equal to six (6) months salary subject to a six (6) month Non-Compete period; b) Employment beyond one hundred and eighty days (180) of employment will result in a severance benefit equal to twelve (12) months salary subject to a twelve (12) month Non-Compete period; c) The Company reserves the right to waive the Non-Compete period. If DTI waives the Non-Compete Period in its entirety or any portion of it, there shall be no severance benefit paid for the period that has been waived. Dalexx xxxll pay the foregoing severance benefit in accordance with payroll policies in effect at the time of separation. Employee shall not be entitled to any severance benefit if terminated by Dalexx "xxr cause" or if Employee voluntarily resigns from his or her employment with Dalexx xxxject to the provisions of the Non-Compete period in Section 2(c). As used in this Agreement determination "for cause" shall be defined as termination of Employee by Dalexx xx the event Employee has been convicted of any felony or, in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10other crimes, if Executive’s employment is terminated by Company without Cause involving moral turpitude or dishonesty, or for any reason during the Term breach by Employee of any agreement with Dalexx xx of its employment or Renewal Term, Executive shall be entitled to receive from Company business policies (i) a cash severance payment equal to three times the amount including without limitation theft or misuse of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Datecompany property), or for any other act or omission by Employee which does not fit into the previous categories but which Dalexx xx good faith believes has occurred to its detriment and about which Employee has received at least one (iii1) written warning by Dalexx xxx despite such prior written warning, employee has a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term second occasion committed such act or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreementomission.

Severance. Other than (a) Although nothing in this Section 4 shall be construed to alter the case at-will nature of a timely noticed non-renewal of Executive’s employment hereunder pursuant to as set forth in Section 101 above, if Executive’s employment Executive is terminated by the Company without Cause or resigns for any reason during the Term or Renewal TermGood 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 from a pro rata bonus payment, at such time bonuses are paid to the Company’s other Senior Executives, based on the number of months worked in the applicable fiscal year of the Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance PaymentBonus 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 date of separation from service. Executive understands and agrees that Executive shall not be entitled to any other severance benefit not set forth in this Section 4, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) 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. 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) If Executive is terminated by the Company without causeCause or resigns for Good Reason, then all 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 outstanding Plan awards 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 immediately 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 have “Cause” to terminate the Executive’s services in the event of any of the following acts or circumstances: (i) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive’s substantial and fully vest. Other than repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Agreement, except during periods of physical or mental incapacity; (iii) Executive’s gross negligence or willful misconduct with respect to any Change material aspect of the business of the Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in Control Payment a material and demonstrable adverse effect to which Executive may also be entitled in accordance with Section 11; any bonus the Company or an affiliate, including but not limited to which Executive may be entitled under Section 7a violation of the Company’s Code of Business Conduct and Ethics; or (v) any payment material breach of this Agreement or benefit to which Executive may be entitled under any separate 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 Company’s affiliates); provided, however, that Executive shall not be deemed to have no further obligation 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 the event 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 termination duties as Chief Financial Officer, (ii) the failure by any successor of the Company without Cause beyond those to assume in writing the Company’s obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and (iii) the breach by the 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 any respect of any of its obligations under this Agreement, an additional payment and, in any such case (“Enforcement Payment”but only if correction or cure is possible), 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) equal 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 Severance Payment plus the sum of all Chief Executive Officer of the costs incurred by ExecutiveCompany 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, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed provided that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive Company continues to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the pay Executive’s terminationsalary and benefits. No Salary Severance is payable after Executive turns age 65, except that the Enforcement Payment shall be due regardless of whether Executive has a Good Reason for resignation and payable in the same manner to Executive within ten (10) days of the date regardless whether the Company is found has Cause to have violated this Agreementterminate Executive.

Severance. Other than in (a) If the case of a timely noticed non-renewal of ExecutiveCompany terminates Employee’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by with the Company without Cause for any reason during in accordance with Section 6(c) prior to the Term or Renewal expiration of the Initial Term, Executive the Company shall be entitled to receive from Company (i) pay Employee a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice one month of Employee’s Base Salary as in effect on the Executive’s date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, 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) Employee will be entitled to a cash 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 unpaid portion sum of: (i) the Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the Executivehighest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date Average Annual Bonus, subject to subsections (each, c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”). In ) will be made in a lump sum within sixty (60) days after the event that the Executive 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 Company without causeSection 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, then all 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 Executivethe Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s outstanding Plan awards shall immediately 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 fully vest. Other than any Change in Control agrees the Severance Payment to which Executive may also be the Employee is entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 127 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) 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, 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 the Severance Payment will be obligated to pay Executive, paid in addition the second calendar year. Employee’s right to the Severance Payment and other sums owed under is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, an additional payment (“Enforcement Payment”) equal he will immediately return to the Company any portion of the Severance Payment plus the sum of all of the costs incurred by Executive, including attorneys’, fees, that has been paid 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 him pursuant to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement7.

Severance. Other than Upon the layoff of an employee covered by this Agreement, the employee shall be‌ entitled to the following: (a) Pay in the case lieu of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10prior notice not given by Anixter Center, (b) Accrued annual leave, if Executiveany. In the event of an employee’s employment is terminated by Company without Cause for any reason during the Term or Renewal Termdismissal, Executive he/she shall be entitled to receive from Company (i) a cash severance payment equal only accrued annual leave, unless an employee has not passed his/her probationary period in which event the employee would not be entitled to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”)any annual leave. In the event that of a layoff or position elimination, Anixter Center will offer, when possible, comparable job openings to the Executive affected employee(s) as outlined in Article 10, Sections 2, 3 and 4. Comparable is terminated by Company without cause, then all defined as identical pay and reasonably similar qualifications as the position the employee formerly held. In the event the employee rejects an offer of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Companya comparable job, the Company shall have employee forfeits all rights to severance pay. In the event Anixter Center has no further obligation to Executive comparable positions available, severance pay in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company a layoff shall be obligated to 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 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 be considered a penalty. Any payments due under this Section 12 shall will be paid by wire transfer to 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 out in the same manner as normal pay, over a period of time, not in a lump sum. Severance pay will cease to Executive within ten be paid when: (10a) days 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 date number of times the Company is found to have violated this Agreementemployee may be laid off.

Severance. Other than 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 termination is with 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, 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 case Severance Plan) will be 12 months, notwithstanding any provision in the Severance Plan or Future Severance Plan to the contrary, (2) Executive will be credited with no less than 12 “Years of a timely noticed non-renewal Service” (as such term is defined in the Severance Plan) for the 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, 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 of employment) shall terminate and such Restricted Shares shall be 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 effective date of termination of employment shall be 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 must notify the Company in writing within 5 business days after Executive’s Last Day of Employment of Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”)Election. In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately Severance compensation and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due benefits provided under this Section 121.07(d) will terminate immediately if Executive violates Sections 3.02, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement3.03, 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 or 3.05 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten (10) days of the date or becomes reemployed with the Company is found to have violated this Agreementor an Affiliate.

Severance. Other than in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if If Executive’s employment is terminated by the Company without Cause for any reason during pursuant to Section 4(a)(i) above or by Executive pursuant to Section 4(c) above, then the Term or Renewal TermCompany shall pay Executive the Accrued Amounts pursuant to Section 5(a) and, subject to her execution of a general release of claims in favor of the Company and its affiliates substantially in the form attached as Exhibit E, the Company shall pay Executive shall be entitled (subject to receive from Company adjustment pursuant to Section 18 hereof, as applicable): (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice twelve (12) months of her Base Salary as in effect as of the Termination Date. Such amount shall be paid in accordance with the normal payroll cycle over the twelve (12) month period following the Termination Date, in accordance with the Company’s customary payroll practices; (ii) an Annual Bonus for the year of termination at 100% of the Annual Bonus Target, payable in in cash. Such amount shall be paid in accordance with the normal payroll cycle over the twelve (12) month period following the Termination Date, in accordance with the Company’s customary payroll practices; (iii) reimbursement from the Company for any COBRA premiums paid by Executive for the continuation of Executive’s then applicable Salaryhealth insurance as currently enrolled on the Termination Date, for the same twelve (12) month period after the Termination Date; and (iv) if the termination occurs after the third anniversary January 1, 2022, acceleration of vesting of the Effective Date but before Option and Time-Vested Restricted Stock Award as follows: (A) if the fifth anniversary Option is not then fully vested, 250,000 shares of the Effective Option shall automatically vest on the Termination Date, or ; and (iiiB) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after Time-Vested Restricted Stock is not then fully vested, 50,000 of such Time-Vested Restricted Stock shall automatically vest on the fifth anniversary of the Effective Termination Date (eachthe foregoing (i)-(iv), a collectively, “Severance PaymentSeverance”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change as set forth in Control Payment to which Executive may also be entitled in accordance with this 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 Company5(b), the Company shall have no further obligation obligations to Executive in the event under this Agreement following termination of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration employment 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”Sections 4(a)(i) 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3or 4(c) 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 is found to have violated this Agreementabove.

Severance. Other than in In lieu of any severance pay or severance benefits otherwise payable to the case Employee under any plan, policy, program or arrangement of a timely noticed non-renewal of Executive’s employment hereunder pursuant the Company or its subsidiaries, the following shall apply: (a) Subject to Section 103(d), if Executive’s employment there is terminated a Termination (as herein defined) (but excluding by Company without Cause the Employee for any reason Good Reason) other than during the Term or Renewal TermChange of Control Period (as herein defined), Executive the Employee shall be entitled to receive from Company (i) a cash lump-sum severance payment equal to three times nine-months of her then-current annual base salary, and (ii) her 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 be entitled to receive (i) a lump-sum severance payment equal to (A) one hundred percent (100%) of her then current annual salary plus (B) the amount of the Executive’s then applicable Salaryher then-current bonus target (or, if higher, the termination occurs on or before the third anniversary amount of any Annual Bonus paid in respect of the Effective Datecalendar year prior to the calendar year of termination of employment), (ii) a cash severance payment equal her Annual Bonus with respect to any completed year for which the unpaid portion 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 Executive’s then applicable Salary for calendar year following the remainder last day of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or such completed year and (iii) a cash severance payment equal accelerated vesting, effective upon such Termination, with respect to the unpaid portion 100% of the Executive’s then applicable Salary for the remainder her outstanding equity-based awards (if any): provided, that vesting of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan any performance-based awards shall immediately be governed by and fully vest. Other than any Change in Control Payment to which Executive may also be entitled determined in accordance with the applicable governing documents.. (c) Subject to Section 113(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 another employer, if earlier) (the “COBRA Period”), provided that the Employee elects COBRA coverage and subject to the conditions that: (i) the Employee is responsible for promptly notifying the Company if the Employee obtains alternative insurance coverage, (ii) the Employee will be responsible for the entire COBRA premium amount after the end of the COBRA Period; 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 (iii) if the CompanyEmployee declines COBRA coverage, then the Company shall not make any alternative payment to the Employee in lieu of paying for COBRA premiums, and (iv) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Employee. (d) The severance pay and severance benefits described in the foregoing provisions of this Section 3 are expressly conditioned upon the Employee’s execution and delivery of the Company’s customary general waiver and release of claims in favor of the Company and its affiliates, that has become effective and irrevocable in accordance with its terms within 60 days following the date of termination of employment. All payments (including any payments that would have been made between the date of termination of employment and the effective date of such release but excluding any payments in respect of equity awards) shall be made as soon as practicable but in any event within 10 days following the effective date of such release; provided that if such 60-day period spans two calendar years, in no further event will any payments or benefits that constitute “deferred compensation” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), be paid prior to the first day of such second calendar year. Any payments in respect of the settlement of equity awards (including equity awards that vested in accordance with this Section 3) shall be made in accordance with the agreements governing such grants. (e) Upon termination of the Employee’s employment for any reason, this Agreement shall terminate (and the Company shall not have any obligation to Executive in provide any compensation or benefits to the event Employee except as specifically contemplated herein). Upon termination of Executivethe Employee’s employment for any reason, whether voluntarily or involuntarily, the Employee shall be deemed to have resigned from all positions, directorships, and memberships held with the Company or any of its affiliates, whether as an employee, officer, director, trustee, consultant, or otherwise, and such resignations shall be effective upon such termination of employment without any other action required by the Employee. The Employee hereby agrees to execute all documentation reasonably requested by the Company without Cause beyond those obligations described in this Section 12. If to effectuate the foregoing, or otherwise authorizes the officers of 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 execute 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreementsuch documentation on her behalf.

Severance. Other than in (a) Any ARTIST with at least five (5) years of service with 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 Term or Renewal Term, Executive EMPLOYER shall be entitled to receive from Company (i) a cash severance payment equal to three times pay in the amount event they leave the employ of the Executive’s then applicable SalaryEMPLOYER, if the termination occurs on voluntarily or before the third anniversary involuntarily, and do not continue their career as a full-time dancer in a professional dance company within four years of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”)leaving BalletMet. In the event that 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 Executive is terminated severance pay received if requested to do so by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vestEMPLOYER. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer in an amount equal to a bank account specified by Executive no later than three one half (31/2) business days after of the Executive’s terminationARTIST'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, except that the Enforcement Payment shall be due and payable in the same manner to Executive within or level A, B, C, or D dancer for years ten (10) days 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 EMPLOYER shall be entitled to receive severance pay in the event they leave the employ of the date EMPLOYER, involuntarily. Severance shall be paid in an amount equal to one half (1/2) of the Company 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 level 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 found to have violated 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 Agreementbenefit and for calculation of the benefit due.

Severance. Other than in Should the case Executive experience a termination of a timely noticed non-renewal of Executive’s employment hereunder during the Employment Period pursuant to Section 106.1(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 termination of employment, the Executive shall be entitled to: (i) a lump sum payment equal to two (2) years of his then current Base Salary; (ii) a lump sum payment equal to two (2) times his then current cash bonus target amount; and (iii) a lump sum payment of a prorated bonus for the bonus period during which the termination of employment occurs determined by multiplying (A) the bonus, if any, Executive would have been entitled to receive for such bonus period if Executive’s employment had not terminated (based on actual performance during such bonus period) by (B) a fraction, the numerator of which is terminated by the number of days Executive was employed with the Company without Cause for any reason during the Term or Renewal Termapplicable bonus period and the denominator of which is the total number of calendar days in such bonus period. Subject to Section 6.7, Executive shall such lump sum payment under this Section will be entitled to receive from Company made no later than sixty (i60) a cash severance payment equal to three times the amount of days following the Executive’s then applicable Salary, if the termination occurs Separation from Service on or before after the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of date the Executive’s then applicable Salary employment is terminated, provided, that if such period of 60 days spans two taxable years, the 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 remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salarybonus period, if any, are paid to the Company’s executive officers generally. Severance payments do not result in extending employment beyond the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Paymentdate.”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.

Severance. Other than in If employment with the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is Company should be terminated by the Company for Cause, or by the Employee without Cause Good Reason (in which case the Employee will provide not less than ninety (90) days written notice to the Board), and if there has not been a “Change in Control” within the prior twelve (12) months, no further compensation will be payable to Employee other than Employee’s base salary, any bonus earned but unpaid for any reason during the Term or Renewal Term, Executive shall immediately preceding annual performance period and other compensation accrued and payable through the date of such termination. If employment with the Company should be entitled to receive from Company terminated (i) within twelve (12) months of a cash severance payment equal to three times the amount “Change in Control” of the Executive’s then applicable Salary, if the termination occurs on Company or before the third anniversary of the Effective Date, (ii) without Cause or for Good Reason, the Company agrees that Employee will be paid severance compensation, in equal amounts over a cash severance payment equal to period of eighteen (18) months in accordance with the unpaid portion of the ExecutiveCompany’s then applicable Salary for the remainder of the Term or Renewal Term plus normal payroll practices, an amount equal to twice the Executiveeighteen (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 Company’s short-term incentive plan (based on Employee’s last day of employment and all applicable Salaryperformance) provided all applicable performance conditions are met. In addition, 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 Employee elects to continue Employee’s health insurance pursuant to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date Consolidated Omnibus Budget Reconciliation Act (each, a “Severance Payment”COBRA). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation pay (or reimburse to Executive in Employee) the event “employer share” of Executive’s termination the COBRA premiums at the same level as was contributed by the Company without Cause beyond those obligations during Employee’s employment. Employee’s receipt of any such severance payment or COBRA premium is subject to execution by Employee and Cxxxxxxx of an agreement achieving mutually acceptable terms on matters such as: (a) return of all Cxxxxxxx property, documents, or instruments; (b) no admission of liability on the part of Cxxxxxxx; (c) general release of any and all claims; (d) non-disclosure as described in this Section 12. If the Company fails to make any payment when due under this Section 12, Agreement; (e) non-solicitation of employees and Executive initiates arbitration pursuant to Section 17 to enforce his rights under customers as described in this Agreement, and Company is found to have violated ; (f) non-competition as described in this Agreement, then Company shall be obligated to pay Executive, ; (g) cooperation as described in addition to the Severance Payment and other sums owed under this Agreement, an additional payment ; and (“Enforcement Payment”h) 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three mutual (3bi-lateral) 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 is found to have violated this Agreementnon-disparagement.

Severance. Other than in If the case Employment Term ends by reason of a timely noticed noneither termination by Employee for Good Reason or by the Company’s At-renewal Will Termination, the Company shall pay to Employee the greater of Executive’s employment hereunder pursuant to Section 10(as applicable, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company “Severance Pay”) (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salaryproduct of (A) the number of full or partial months, if any, in the period beginning on the date the Employment Term ended and ending on the date the Initial Term would have ended, if later than the date the Employment Term actually ended, multiplied by (B) Employee’s monthly Base Salary (as in effect immediately prior to the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, date) or (iiiii) a cash severance payment an amount equal to the unpaid portion one-half of the ExecutiveEmployee’s then applicable annual Base Salary for the remainder of the Term or Renewal Term if (as in effect immediately prior to the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”date). In The Severance Pay shall be paid by the event that the Executive is terminated by Company to Employee in substantially equal monthly installments, without causereduction or set off (other than as provided in Section 11(a) below), then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company’s standard payroll procedures, commencing on the Company shall have no further obligation to Executive sixtieth (60th) day following the termination or expiration of the Employment Term, provided that the revocation period(s) set forth in the event Release Agreement set forth in Section 8(a) below have expired without revocation. If the Employment Terms ends by reason of Executive’s either termination by the Company without for Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of all or by Employee’s Non-Renewal of the costs incurred Initial Term or any Renewal Term or by ExecutiveEmployee’s At-Will Termination, including attorneys’or due to Employee’s death or disability, fees, no Severance Pay will be owing or paid to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this AgreementEmployee.

Severance. Other than In consideration of, and in return for the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant covenants and promises contained in this Agreement, and as full and final compensation to Section 10, if Executive’s employment is terminated by Company without Cause Employee for any reason during the Term or Renewal Term, Executive all services as an employee: A. Employee shall be entitled to receive from Company (i) a cash severance Employer, with appropriate deductions and withholdings, in one lump sum payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal representing three (3) months of Employee’s base salary (which severance shall be separate and apart from, and in addition to, Employee’s final paycheck and all accrued and unused vacation and other bonuses, benefits, commissions or compensation of any type through the Termination Date). Nothing in this Agreement is intended to include in Employee’s severance any bonuses, benefits, vacations, commissions or compensation of any type other than Employee’s regular salary. It is agreed that employee will have a balance of thirty-one (31) vacation days at the time of Termination Date; B. Employee shall have health insurance paid for by Employer (COBRA benefits) for three (3) months beginning on the Termination Date, subject to the unpaid portion same terms and conditions Employee and/or Employee’s family received health insurance benefits before the Termination Date (in other words, Employee’s co-pay shall remain the same); C. Employee will retain 750,000 stock options already vested as of the Executive’s then applicable Salary Termination Date, at an exercise price of $1.89 (the “Vested Options”), and Employee shall retain the ability to exercise the Vested Options for a period of two (2) years after the remainder Termination Date, subject to the other terms and conditions of the Term Stock Option Award and Agreement governing the exercise of such Vested Options; and D. Employer warrants and Employee acknowledges that the agreements described under this Section 2 constitute full payment of any and all claims of every nature and kind arising out of or Renewal Term plus an amount equal relating in any way to twice the ExecutiveEmployee’s then applicable Salary, if employment by Employer or the termination occurs after the third anniversary thereof, benefits owed, or any other claims as outlined below. Employee acknowledges that Employee’s receipt of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company 2 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 contingent upon Employee’s execution 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.

Severance. Other than In the event that Employee suffers an Involuntary Termination in connection with or within twelve (12) months following the case effective date of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10Change in Control, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall Employee will be entitled to receive from Company severance benefits as follows: (iA) a cash severance payment equal to three times payments for [twelve (12) (if Employee is not the amount CEO] [twenty-four (if Employee is the CEO)] months after the effective date of the Executive’s then applicable Salary, if termination (the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement PaymentPeriod”) equal to the Severance Payment plus base salary which Employee was receiving immediately prior to the sum of all of the costs incurred by ExecutiveChange in Control, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any which payments due under this Section 12 shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; (B) a lump sum payment equal to [two times (if Employee is the CEO)] Employee’s Average Annual Bonus; and (C) continuation of payment by wire transfer the Company of its portion of the health insurance benefits provided to a bank account specified by Executive Employee immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no later than longer eligible for such COBRA or other benefits under applicable law. For purposes of this Agreement, “Average Annual Bonus” shall mean Employee’s average annual bonus earned for performance during the Company’s three (3) business days after fiscal years immediately preceding the ExecutiveCompany’s terminationfiscal year in which the termination occurs; provided, except however, that the Enforcement Payment (x) sign-on or other special bonuses shall not be taken into account; (y) any bonus for a partial year shall be due annualized; and payable (z) if Employee has not been employed for three (3) fiscal years, Employee’s target annual bonus at the time of termination shall be used for each fiscal year in which Employee was not employed by the same manner Company. For example, assume Employee was hired on July 1, 2011, earned a bonus of $50,000 for 2011 and $125,000 for 2012 and had a target bonus of $150,000 for 2013. Further assume that a Change in Control occurred in 2013 and Employee experienced an Involuntary Termination within twelve (12) months thereafter. Employee’s Average Annual Bonus will be equal to Executive $125,000 or $375,000 ($50,000 x 2 for 2011 + $125,000 for 2012 + $150,000 for 2013) divided by 3. The payments to be provided under clauses (a) and (b) shall be paid or commence to be paid within ten sixty (1060) days of Employee’s termination of employment; provided that if the date sixty-day period commences in one calendar year and ends in a second calendar year, such payment will be made or commence to be made in the second calendar year. Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee could cause the Company to become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Healthcare Reform Act”), the Company shall pay Employee a monthly amount in cash equal to the amount of the COBRA subsidy during the period the Company is found obligated to have violated this Agreementprovide subsidized COBRA benefits to Employee. In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employment.

Severance. Other than in 4.1 If the case of a timely noticed non-renewal of Executive’s employment hereunder Term is terminated pursuant to Section 103.1, if Executive’s employment is terminated 3.2 or 3.3 hereof, or by Company without Cause for any reason during the Term or Renewal Termyou other than pursuant to Section 3.4.1, Executive you shall be entitled to receive from your Salary and any additional benefits provided hereunder at the rates provided in Section 2 hereof to the date on which such termination shall take effect and you or your estate shall be entitled to the 2002 Bonus, if not then paid. 4.2 If the Term is terminated by you pursuant to Section 3.4.1, the Company shall continue thereafter to provide you (i) a cash severance payment equal to three times payments of your Salary in the amount of manner and amounts specified in Section 3.1 until December 31, 2004 (the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date"Good Reason Severance Period"), (ii) a cash severance payment equal to the any unpaid portion of the Executive’s then applicable Salary 2002 bonus and (iii) fringe benefits in the manner and amounts specified in Section 2.6 until the earlier of (x) the period ending on the date you begin work as an employee or consultant for any other entity or (y) the remainder end of the Good Reason Severance Period. In addition, all unvested equity arrangements provided to you prior to the Effective Date or under any employee benefit plan of the Company shall be accelerated upon the occurrence of the Third Party Change in Control and shall remain exercisable for ninety days thereafter. 4.3 If the Term expires on the Scheduled Expiration Date as a result of the Company giving a Notice of Nonrenewal, all payments of your Salary and all fringe benefits specified in Section 2 shall cease on the Scheduled Expiration Date but all unvested equity arrangements provided to you prior to the Effective Date or Renewal Term plus under any employee benefit plan of the Company shall continue to vest until the second anniversary of the Scheduled Expiration Date unless vesting is accelerated upon the occurrence of the Third Party Change in Control and shall remain exercisable during such two year period and for ninety days after the end of such two year period. 4.4 You understand and agree that if you become employed by a new employer or self-employed after the Termination Date but prior to December 31, 2004, up to one-half of the Salary payable to you after the Termination Date shall be reduced by an amount equal to twice the Executive’s then applicable Salaryamount earned from such employment (which shall not include director fees) with respect to that period (and you shall be required to return to the Company, without interest, any amount by which such payments pursuant to Section this 4.4 exceed the Salary to which you are entitled after giving effect to that reduction) and, if you become eligible to receive medical or other welfare benefits under another employer provided plan, the termination occurs after corresponding medical and other welfare benefits provided under Section 2.6 shall be terminated. You agree to permit verification of your employment records and Federal income tax returns by an independent attorney or accountant, selected by the third anniversary Company but reasonably acceptable to you, who agrees to preserve the confidentiality of the Effective Date but before information disclosed by you except to the fifth anniversary extent required to permit the Company to verify the amount received by you from other active employment. 4.5 For purposes of this Agreement, a Third Party Change in Control shall be deemed to have occurred if (i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Effective DateSecurities Exchange Act of 1934, as amended (the "Exchange Act")), other than an Excluded Person or Excluded Group (as defined below) (hereinafter, a "Third Party"), is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities entitled to vote in the election of directors of the Company, (ii) the Company is a party to any merger, consolidation or similar transaction as a result of which either (x) the Company's common stock ceases to be listed on a national securities exchange or on NASDAQ or (y) the shareholders of the Company immediately prior to such transaction beneficially own securities of the surviving entity representing less than fifty percent (50%) of the combined voting power of the surviving entity's outstanding securities entitled to vote in the election of directors of the surviving entity, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term all or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of substantially all of the costs incurred assets of the Company are acquired by Executive, including attorneys’, fees, to enforce this Agreementa Third Party. It "Excluded Group" means a "group" (as such term is explicitly agreed used in Sections 13(d) and 14(d) of the Exchange Act) that includes one or more Excluded Persons; provided that the Enforcement Payment is a reasonable estimate voting power of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten (10) days voting stock of the date Company "beneficially owned" (as such term is used in Rule 13d-3 promulgated under the Company Exchange Act) by such Excluded Persons (without attribution to such Excluded Persons of the ownership by other members of the "group") represents a majority of the voting power of the voting stock "beneficially owned" (as such term is found to have violated this Agreementused in Rule 13d-3 promulgated under the Exchange Act) by such group.

Severance. Other than in (a) In the case event of a timely noticed non-renewal the termination of Executivethe Employee’s employment hereunder pursuant to under Section 108.3, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive Employee shall be entitled to receive from Company severance pay as follows: (i) a cash severance payment equal to three times if terminated within the amount first six (6) months of the Executive’s then applicable Salarydate of this Agreement, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus in an amount equal to twice the Executive’s then applicable three (3) months of Salary, , (ii) if the termination occurs terminated after the third anniversary first six (6) months of the Effective Date date of this Agreement but before less than twelve (12) months in the fifth anniversary Position, in an amount equal to six (6) months of the Effective Date, or Salary; (iii) a cash severance payment if terminated after twelve (12) months of the date of this Agreement, in an amount equal to the unpaid portion twelve (12) months of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date Salary; (each, a “Severance Payment”). b) In the event that of the Executive is terminated by Company without causetermination of the Employee’s employment under Section 8.4, then all of Executive’s outstanding Plan awards the Employee shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with to twelve (12) months of Salary. (c) In the event of the termination of the Employee’s employment under Section 11; any bonus 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 which Executive may 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 under Section 7; or any payment or benefit to which Executive may 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 any separate agreement between Executive this Section 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 CompanyCompany 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 further liability or obligation by reason of or subsequent to Executive in the event termination of Executive’s termination by the employment relationship between the Company without Cause beyond those obligations described and the Employee. (h) Notwithstanding anything in this Section 12. If Agreement to the contrary, in no event shall 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 or distribute to Employee any amount that constitutes nonqualified deferred compensation within the Severance Payment and other sums owed under this Agreement, an additional payment meaning of Internal Revenue Code section 409A (“Enforcement PaymentCode section 409A”) equal to earlier than 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 earliest permissible date under Code section 409A that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall such amount could be paid by wire transfer to 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 is found to have violated this Agreement.without additional taxes or interest being imposed under Code section 409A.

Severance. Other than (i) With respect to each Transferred Employee whose employment is terminated by Purchaser or one of its Affiliates during the eighteen (18) month period immediately following the Lease End Date (or, in the case of a timely noticed Foreign Employees, the twenty-four (24) month period immediately following the 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-renewal restructuring severance policy of Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount Sellers in effect as of the Executive’s then applicable Salarydate of this Agreement, if the termination occurs a copy of which is attached hereto on or before the third anniversary of the Effective Date, Schedule 10.2(b)(i). (ii) To the extent that Conopco and its Affiliates are required to pay severance benefits to a cash severance payment equal 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"), Purchaser shall pay to Conopco, no later than the unpaid portion earlier of August 1, 2001 or the thirtieth day following the last day on which any Leased Employee ceases to be a Leased Employee under the terms of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus Employee Lease Agreement, an amount equal to twice (A) the Executive’s 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 Excess Number of Business Employees) entitled to severance benefits, multiplied by (B) the Excess Number; provided, however, that if a Foreign Employee is 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 applicable Salary(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), 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 extent that Purchaser is required to hire or continue the employment of Foreign Employees at the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Closing Date due to foreign Laws (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled such Foreign Employees being deemed Transferred Employees in accordance with Section 11; 10.1(b)) and Purchaser terminates the employment of such Foreign Employees on or prior to the last day on which any bonus Leased Employee ceases to which Executive may be entitled a Leased Employee under Section 7; or any payment or benefit to which Executive may the terms of the Employee Lease Agreement, such terminated Transferred Employees shall not be entitled under any separate agreement between Executive and the Company, the Company disregarded but shall have no further obligation to Executive in the event be counted for purposes of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due determining under this Section 12, 10.2(b)(ii) the number of Business Employees to whom Conopco and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, its Affiliates have provided severance benefits (and Company is found to have violated this Agreement, then Company therefore shall be obligated to pay Executive, counted toward the Maximum Number and 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 calculation 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this AgreementExcess Number).

Severance. Other than in the case of (a) If Executive has a timely noticed non-renewal Separation from Service as a result of Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated discharge by the Company without Cause or by reason of Executive’s resignation for any reason during the Term or Renewal TermGood Reason, Executive shall be entitled to receive the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) below, will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release, but in no event later than two and one-half (2 1/2) months following the last day of the calendar year in which the date of Executive’s Separation from Company Service occurs: (i) a cash severance payment equal The Company shall pay to three times Executive his or her fully earned but unpaid base salary, when due, through the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all date of Executive’s outstanding Plan awards shall immediately and fully vest. Other Separation from Service at the rate then in effect, plus all other the benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any Change in Control Payment such plan or agreement pertaining to which Executive may also be entitled in accordance with Stock Awards whose treatment is prescribed by Section 11; any bonus 3(a)(iii) below), health benefits plan or other Company group benefit plan to which Executive may be entitled under pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service; (ii) Subject to Section 7; or any payment or benefit to which 3(c) and Executive’s continued compliance with Section 4, Executive may shall be entitled to receive severance pay in an amount equal to one hundred percent (100%) of Executive’s aggregate annual base salary and target annual cash bonus as in effect immediately prior to the date of Executive’s Separation from Service; (iii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is eighteen (18) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall arrange to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance and other benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of such Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s insurance plans, the Company shall provide substantially equivalent coverage under other third-party insurance sources reasonably acceptable to Executive. If any separate of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to eighteen (18) multiplied by the monthly premium Executive would be required to pay for continuation coverage pursuant to the COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service); (iv) Subject to Section 3(c) and Executive’s continued compliance with Section 4, the vesting and exercisability of such portion of Executive’s outstanding Stock Awards as would have vested in accordance with the terms of the applicable award agreement during the twelve (12) months following the date of Executive’s Separation from Service shall be accelerated effective as of the date of Executive’s Separation from Service. Nothing in this Section 3(a)(iv) shall be construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Company’s equity plan(s) and/or the stock award agreements under which the Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; and (v) Notwithstanding any other provision of this Agreement to the contrary, any severance benefits payable to Executive under this Agreement shall reduce any severance benefits payable by the Company or an affiliate of the Company to Executive under the Change in Control Severance Agreement (as defined below) between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.

Severance. 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 a. If Company without Cause terminates this Agreement for any reason during other than Cause, and in consideration of and contingent upon the Term or Renewal Termexecution and delivery by Executive of a mutually agreeable general release of all claims and expiration of any applicable revocation period in connection therewith, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times (3) months of Base Salary (“Severance”). The Severance shall be increased by an additional month of Base Salary on the amount second anniversary of Executive’s employment with the Company, and shall increase by an additional one month of Base Salary for every two years of employment thereafter. Irrespective of Executive’s tenure, however, the Severance shall not exceed six (6) months of Base Salary. b. In the event at any point during the term of this Agreement a controlling interest in the Company is sold to an unaffiliated third party (“Sale Event”), the then-current Severance shall double if the Executive has a material change in duties or is Terminated without Cause by the new Company owner. Unless terminated for Cause, this clause shall remain in effect for a period of two (2) years after any such Sale Event. x. Xxxxxxxxx shall be paid in a lump sum within sixty (60) days after the termination, provided that if, at the time of the Executive’s then applicable SalarySeverance Event, if Executive is considered a “specified employee” within the termination occurs on or before the third anniversary meaning of Section 409A of the Effective DateInternal Revenue Code of 1986, as amended (ii) “Code”), the Severance shall be delayed until the first day of the seventh month following the month in which the Severance Event occurs. d. If applicable, the Severance will be offset by any income protection benefits payable to Executive during the first twelve months of a cash severance payment equal qualifying disability under the Company’s group short-term and long-term disability insurance plans. e. Notwithstanding the foregoing to the unpaid portion contrary, in no event shall the Severance constitute a “Parachute Payment” within the meaning of the Executive’s then applicable Salary for the remainder Section 280G(b)(2) of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”)Code. In the event that any portion of the Severance would be deemed a Parachute Payment, the amount of the Severance shall be reduced only to the extent necessary to eliminate any such treatment or characterization. f. It is the intent of the parties that payments under this Agreement comply with Section 409A of the Code, and, accordingly, to interpret, to the maximum extent permitted, this Agreement to be in compliance therewith. If the Executive is terminated by notifies the Company in writing (with specificity as to the reason therefore) that the Executive believes that any provision of this Agreement (or of any payment of compensation under this Agreement) would cause the Executive to incur any additional tax or interest under Section 409A of the Code, and the Company concurs with such belief or the Company (without causeany obligation whatsoever to do so) independently makes such determination, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change the parties shall, in Control Payment good faith, reform such provision to which Executive may also be entitled in accordance attempt to comply with Section 11; 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any bonus provision hereof is modified by the parties to which Executive may attempt to comply with Section 409A of the Code, such modification shall be entitled under made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent of the applicable provision without violating the provisions of Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and 409A. Notwithstanding the Companyforegoing, the Company shall have no further obligation not be required to Executive assume any economic burden in the event of Executive’s termination by the Company without Cause beyond those obligations described in this connection with compliance or noncompliance with Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of all 409A 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this AgreementCode.

Severance. Other than a) Except as set forth in Section 2(b) below, in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if Executive’s event that your employment is terminated by Company without Cause Cubist for any reason other than for Cause, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in Section 7 below (and your not revoking such release during any applicable revocation period), Cubist shall pay you starting sixty (60) days following the Term date of your employment termination (or Renewal Termon the next succeeding business day if such date is not a business day), Executive shall an amount equal to eighteen (18) months of your then-current base salary, with such payment to be entitled made in twelve (12) equal semi-monthly installments, with the first payment retroactive to receive from Company the day immediately following the date your employment terminated. b) In the event that, within twenty-four (24) months after a Change of Control, your employment is terminated either (i) by Cubist for any reason other than for Cause or (ii) by you for Good Reason, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in Section 7 below (and your not revoking such release during any applicable revocation period), Cubist shall make a cash severance one-time, lump-sum payment to you equal to three times eighteen (18) months of your then current base salary plus Bonus on the amount of the Executive’s then applicable Salary, if sixtieth (60th) day following the termination occurs of your employment (or on the next succeeding business day if such date is not a business day). c) In the event that you become entitled to severance payments under Section 2(a) or before 2(b) of this Agreement, subject to (i) your having timely elected continuation coverage under the third anniversary of the Effective Datefederal law known as “COBRA”, (ii) a cash severance your timely payment equal to of the unpaid active employee portion of the Executive’s then applicable Salary monthly COBRA premium for each month during the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or period described below and (iii) such continuation coverage not having terminated, for a cash severance payment equal period of up to eighteen (18) months beginning on the first day of the month after the month in which your employment terminates or, if earlier, until such time as your COBRA coverage terminates, Cubist shall be responsible for the balance of the premium during this period. d) Notwithstanding any other provision with respect to the unpaid portion timing of payments under this Section 2, in order to comply with the Executive’s then applicable Salary for requirements of Section 409A, if any amount or benefit to be paid to you pursuant to this Agreement as a result of your termination of employment constitutes “deferred compensation” within the remainder of the Term or Renewal Term meaning of, and subject to, Section 409A, if the termination occurs after the fifth anniversary of the Effective Date (each, you are a “Severance Payment”). In specified employee” (as determined by Cubist in its sole discretion and as defined below) on the event that the Executive is terminated by Company without causedate of your termination of employment, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit or portion thereof, if any, that is scheduled to be paid or provided to you hereunder during the first six (6) months following the date of your termination of employment shall not be paid until the date which Executive may be entitled under any separate agreement between Executive and is the Companyfirst business day of the seventh month following your termination. For purposes of the preceding sentence, the Company term “specified employee” means an individual who is determined by Cubist to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Cubist may, but need not, elect in writing, subject to the applicable limitations under Section 409A of the Code, any of the special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall have no further obligation to Executive in be deemed part of this Agreement. For purposes of the event of Executive’s termination by the Company without Cause beyond those obligations Treasury Regulations under Section 409A, each payment described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under shall be treated as a separate payment. e) For purposes of this Agreement, references to termination of employment, separation from service 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 similar or correlative terms mean a “separation from service” (“Enforcement Payment”as defined at Section 1.409A-1(h) equal to the Severance Payment plus the sum of all of the costs incurred by ExecutiveTreasury Regulations) from Cubist and from all other corporations and trades or businesses, including attorneys’if any, 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 treated as a single “service recipient” with Cubist under Section 1.409A-1(h)(3) of the Treasury Regulations. A termination of employment for Good Reason or by the Executive to enforce Cubist for any reason other than for Cause under this Agreement and is intended to satisfy the meaning of “involuntary separation from service” (as defined in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (31.409A-1(n) 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 is found to have violated this AgreementTreasury Regulations).

Severance. Other than The sum of Two Million Seven Hundred Thousand Dollars and No Cents ($2,700,000.00), less applicable federal and state withholding and all other ordinary payroll deductions, to be paid in accordance with Company’s ordinary payroll practices over a period of approximately eighteen (18) months. Severance payments will begin within thirty (30) days after 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 Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable SalarySeparation Date, if the termination occurs on or before the third anniversary expiration of the Effective Dateseven-day revocation period noted in Section 4.11 has passed and only if Employee does not revoke this Agreement, and shall continue until paid in full (ii) a cash severance the “Severance Pay Period”). Employee hereby acknowledges the sufficiency of this payment equal to from Company. If Employee violates the unpaid portion non-compete provision of Section 7 of the ExecutiveEmployment Agreement during the Severance Pay Period (but without regard to whether Employee’s then applicable Salary activities are within or outside the non-compete area specified in such provision), the severance payments shall cease. The foregoing shall not affect Company’s right to enforce any restrictive covenants previously agreed to by Employee. Additionally, if Employee is rehired by Company during the Severance Pay Period, the severance payments shall cease; however, in this event, if Employee’s new annualized base salary is less than Employee’s previous annualized base salary, Company agrees to continue to pay to Employee the difference between Employee’s previous annualized base salary and Employee’s new annualized base salary for the remainder of the Term or Renewal Term plus an amount equal Severance Pay Period. Notwithstanding anything herein to twice the Executive’s then applicable Salarycontrary, if to the termination occurs after the third anniversary extent any of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due payments under this Section 122.3 are not exempt from Section 409A and such payments would, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under but for this Agreementsentence, and Company is found to have violated this Agreementbeen paid within the six month period following the Separation Date, then Company such payments shall be obligated to pay Executive, in addition to the Severance Payment deferred 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer on the first to a bank account specified by Executive no later than three occur of (3a) business days the date that is six months after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten date of separation from service or (10b) days of the date the Company is found to have violated this Agreementof death of Employee.

Severance. Other than in 7.01. If the case of a timely noticed non-renewal of Company, or its respective successors or assigns, terminates Executive’s 's employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during other than those listed in Sections 6.02, 6.03, and 6.04 above, or Executive terminates his employment for Good Reason (as defined below) the Term Company, or Renewal Termits successors or assigns, shall: (a) pay Executive as severance pay each month for eighteen (18) consecutive months following his termination his monthly Base Salary in effect at the time of separation, less customary withholdings, beginning one (1) month after termination; provided that said severance payments shall be entitled terminate at such time as Executive finds other comparable employment, which Executive agrees to receive from Company seek in good faith; (b) continue to provide Executive with COBRA medical and dental coverage, long term disability plan, and life insurance plan coverage for eighteen (18) months following his termination, at the same cost to Executive as in effect prior to his termination; (c) cause the immediate vesting and exercisability of any unvested stock options or warrants to purchase the Company's Common Stock then held by Executive; (d) provide or reimburse Executive for outplacement services and related benefits for a period of twelve (12) months in an aggregate amount not to exceed $20,000.00; (e) pay Executive, within sixty (60) days of such termination, (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salaryany earned but unpaid bonus attributable to a completed fiscal year, if the termination occurs on or before the third anniversary of the Effective Date, and (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary prorated portion of the Effective Date but before annual bonus payment Executive would have received for the fifth anniversary fiscal year including the date of termination, provided all Bonus Criteria through such termination have been achieved; and (f) pay Executive, within fifteen (15) days of such termination, all compensation earned by him through the date of termination (including without limitation, accrued vacation pay) to the extent not theretofore paid, and the amount of reimbursable expenses theretofore incurred in the course of employment. 7.02. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following without Executive's prior written consent (i) assigning duties to Executive that are inconsistent with those of the position of President and Chief Executive Officer of Company for similar companies in similar industries; (ii) requiring Executive to report to other than the Company's Board of Directors; (iii) the repeated failure of Company to pay any portion of Executive's compensation within a reasonable time of the date such compensation is due; (iv) Company requires Executive to relocate his principal business office to a location not within 50 miles of Company's principal business office on the Effective Date, ; or (iiiv) a Company's failure to continue in effect any cash severance payment equal to or stock-based incentive or bonus plan, pension plan, welfare benefit plan or other benefit plan, program or arrangement, unless the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum aggregate value of all of the costs incurred by such arrangements provided to Executive, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.

Severance. Other than (a) Although nothing in this Section 4 shall be construed to alter the case at-will nature of a timely noticed non-renewal of Executive’s employment hereunder pursuant to as set forth in Section 101 above, if Executive’s employment Executive is terminated by the Company without Cause or resigns for any reason during the Term or Renewal TermGood 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 from 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 (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance PaymentBonus 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 employment with 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 causeCause or resigns for Good Reason, then all 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 Plan awards 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 immediately have “Cause” to terminate Executive’s services in the event of any of the following acts or circumstances: (i) Executive’s conviction of a felony or entering a plea of guilty or nolo contendere to any crime constituting a felony (other than a traffic violation or by reason of vicarious liability); (ii) Executive’s substantial and fully vest. Other than repeated failure to attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Agreement, except during periods of physical or mental incapacity; (iii) Executive’s gross negligence or willful misconduct with respect to any Change material aspect of the business of the Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in Control Payment a material and demonstrable adverse effect to which Executive may also be entitled in accordance with Section 11; any bonus the Company or an affiliate, including but not limited to which Executive may be entitled under Section 7a violation of the Company’s Code of Business Conduct and Ethics; or (v) any payment material breach of this Agreement or benefit to which Executive may be entitled under any separate 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, stock appreciation right and/or stock options of any of the Company Company’s affiliates); provided, however, that Executive shall not be deemed to have no further obligation 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 the event 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 termination duties as General Counsel, (ii) the failure by any successor of the Company without Cause beyond those to assume in writing the Company’s obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and (iii) the breach by the 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 any respect of any of its obligations under this Agreement, an additional payment and, in any such case (“Enforcement Payment”but only if correction or cure is possible), 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) equal 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 Severance Payment plus the sum of all Chief Executive Officer of the costs incurred by ExecutiveCompany 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, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed provided that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive Company continues to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the pay Executive’s termination, except that the Enforcement Payment shall be due salary and payable in the same manner to Executive within ten (10) days of the date the Company is found to have violated this Agreementbenefits.

Severance. Other than in In the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if Executiveevent CEO resigns with good reason or CEO’s employment is terminated by Company without Cause for any reason during cause, CEO executes a comprehensive release of claims substantially in the Term or Renewal Termform attached hereto as Exhibit A, Executive and CEO does not exercise the right to revoke, Sound Transit shall be entitled to receive from Company provide CEO the following severance pay and benefits: (ia) a cash severance payment equal to three times the amount Payment of the ExecutiveCEO’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable then-current Base Salary for the remainder of period remaining under the then-current Term or Renewal Term plus an amount equal to twice a period of one year (365 days) measured from the Executive’s then applicable Salaryeffective date of resignation with good reason or termination without cause, whichever is shorter (the “Severance Period”), together with all scheduled contributions, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Dateany, or (iiito CEO’s 401(a) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary and 457(b) plans for the remainder of 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 Term CEO to Sound Transit, and shall be made in accordance with Sound Transit’s regular payroll policies and practices, as currently in effect or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date hereafter modified at Sound Transit’s discretion. (each, a “Severance Payment”). b) In the event that the Executive is terminated by Company without causeCEO timely elects COBRA continuation coverage for CEO and/or CEO’s dependents, then all payment of Executive’s outstanding Plan awards shall immediately a single lump sum, subject to routine payroll deductions and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executivewithholding, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) a net amount equal to the Severance Payment plus the sum of all aggregate cost of the costs incurred by Executive, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that corresponding premiums for such coverage for the Enforcement Severance Period.,. (c) Payment is a reasonable estimate of the cash value of time one hundred percent (100%) of CEO’s accrued, unused vacation, and expense 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”), so that would none of the severance payments and benefits to be incurred by provided hereunder will be subject to the Executive additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to enforce so comply. Sound Transit and CEO agree to work together in good faith to consider amendments to this Agreement and in to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to CEO under Section 409A. Notwithstanding the foregoing, Sound Transit makes no case representation or warranty to CEO with respect to any tax, economic or legal consequences of any payments or benefits provided hereunder, including without limitation under Section 409A, and no provision of the Agreement shall be considered a penalty. Any payments due under this interpreted or construed to transfer any liability for failure to comply with Section 12 shall be paid by wire transfer 409A from CEO or any other individual to 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 Sound Transit or any of the date the Company is found to have violated this Agreementits affiliates.

Severance. Other than in the case of a timely noticed non-renewal of (a) Should JH exercise its discretion to terminate Executive’s 's employment hereunder pursuant to Section 104, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, JH will provide one payment of Annual Salary and target Annxxx Xxxxx xx Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times in the amount set forth in Section 3(a) and 3(d) less applicable deductions together with a proportion of the Annual Bonus represented by the months actually served by the Executive in the bonus year, at the target rate, the latter too be paid following the end of the year and finalization of accounts. For the purposes of this Section 5, a reduction by the Company in the Executive's Annual Base Salary to less than (a) $337,000 or (b) the Executive's Annual Base Salary at the time of such reduction constitutes termination of the Executive’s then applicable Salary, if 's employment unless done so with the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion written agreement of the Executive’s then . (b) Payment to Executive pursuant to (a) above constitutes severance pay and shall be payable only upon the return to JH of a General Release and Covenant Not To Sue ("Release") in the form set forth in the Exhibit to the Agreement, xxecuted by Executive in accordance with the provisions of the Release. (c) Executive agrees that the opportunity and/or the actual receipt of severance pay described in (a) or (b) above in any amount, is sufficient consideration for the provisions set forth in the Agreement as well as the Release. (d) For the period of twelve (12) months after his last day of employment as set forth in Section 4 subject to (c) above, Executive will be paid the amount charged by JH in accordance with applicable Salary law for continued coverage under the applicable JH medical welfare benefit plan available to Executive as of his last day of employment within which he was a participant under the same terms, while JH simultaneously complies with Consolidated Omnibus Budget Reconciliation Act, as amended ("COBRA"), thereafter the payment of the entire premium being the sole responsibility of Executive for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or COBRA period. (iiie) a cash severance payment equal to the unpaid portion Within 7 day's of the Executive’s then applicable Salary for 's last day of employment as described in Section 4, Executive shall, relinquish and/or surrender possession, custody and control of any automobile or other vehicle or device provided by JH to Executive during the remainder period of the Term his employment pursuant to Section 3(f) or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, otherwise as a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all consequence of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to 's employment, which Executive may also be entitled acknowledges is the property of JH. (f) The rights of Executive in any JH plan that JH has voluntarily designated Executive as a participant concerning stock options shall vest in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of all terms of the costs incurred plan, as amended or modified by Executive, including attorneys’, fees, JH in its discretion from time to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreementtime.

Severance. Other than in If Employee remains employed with the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10Company through the Successor Commencement Date, or, if Executive’s prior to the Successor Commencement Date, Employee incurs a “separation from service” within the meaning of Section 409A as a result of his employment is being terminated by Company without Cause 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 “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 this Agreement, Employee will receive the payments (collectively, the “Severance Payment”) described in Paragraphs 2(a) and 2(b), in all cases subject to Paragraphs 2(c) and 2(f): (a) A lump sum payment of $2,000,000, 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 Term calendar year where the Supplemental Separation Agreement could become effective in the calendar year following the calendar year in which Executive's termination of employment occurs, then any severance and/or retention payments or Renewal Termbenefits under this Agreement will be paid on the first (1st) payroll to occur during the calendar year following the calendar year in which the Employee terminates employment or, Executive shall 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 from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, Severance Payment under this Paragraph 2 upon a “Severance Payment”). In separation from service” within the event that the Executive is terminated by Company without cause, then all meaning of Executive’s outstanding Plan awards shall immediately and fully vest. Other Section 409A for any reason other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s a termination by the Company without Cause beyond those obligations described in this for Cause. Further, Employee agrees that he is not now and never became eligible for severance benefits under Section 122 of the Change of Control Agreement. If Employee and the Company fails to make any payment when due under this Section 12, agree that the Change of Control Agreement is void and Executive initiates arbitration pursuant to Section 17 to enforce his rights under of no further effect as of the Transition Period Commencement Date. (e) For purposes of this Agreement, “Cause” means (i) Employee's willful and continued failure to perform the duties and responsibilities of 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 Board that describes the basis for the 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 Company is found to with the intention or reasonable expectation that such may result in substantial personal enrichment of Employee; (iii) Employee's conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or will have violated this a material detrimental effect on the Company's reputation or business, or (iv) Employee materially breaching Employee's Confidentiality 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 which breach is (“Enforcement Payment”if capable of cure) 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three not cured within thirty (330) business days after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner Company delivers written notice to Executive within ten (10) days Employee of the date the Company is found to have violated this Agreementbreach.

Severance. (a) Termination by the Executive for Good Reason; Termination by the Company Other than Than for Cause, Death or Disability, in Either Case Other Than in Connection With a Change in Control. If, during the case of a timely noticed non-renewal of Employment Term, the Executive terminates her employment with the Company for Good Reason or the Executive’s employment hereunder pursuant to Section 10, if Executive’s 's employment is terminated by the Company without Cause for any reason during Cause, and such termination by the Term Company, or Renewal Termevents 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 except as follows: the Executive shall be entitled to receive from Company (i) a cash 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 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 payment compensation equal to three times twelve (12) months of the Base Salary plus 75% of the amount of the Executive’s then applicable Salary's most recently declared and paid annual bonus compensation, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive a lump sum within ten thirty (1030) days of the date of termination of employment (the "Severance Pay"). Additionally, medical, dental, disability and life insurance then provided to senior executives of the Company shall be 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 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 disagreements with respect to such employment, except that such 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 found terminated as provided in this Section 7(a) prior to have violated the first declaration and payment of bonus compensation under this Agreement, the annual bonus amount used for determining Severance Pay shall be deemed to be $187,500 (which amount shall not be multiplied by 75% in the Severance Pay calculation). The deemed bonus compensation referenced in the preceding sentence is not intended to be indicative of the appropriateness of the amount of bonus compensation as may be determined from time to time by the Compensation Committee.

Severance. In the event that Employee is subject to an Other than in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10Involuntary Termination, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive Employee shall be entitled to receive from Company severance benefits as follows: (iA) severance payments for [twelve (12) months (if Employee is a cash severance payment equal to three times SVP)] [eighteen months (18) (if Employee is the amount CEO)] months after the effective date of the Executive’s then applicable Salarytermination (for purposes of this Section 2(b)[(i)][(ii)], if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement PaymentPeriod”) equal to the Severance Payment plus base salary which Employee was receiving immediately prior to the sum of all of the costs incurred by ExecutiveOther Involuntary Termination, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any which payments due under this Section 12 shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; and (B) payment by wire transfer the Company of the full cost of the health insurance benefits provided to Employee immediately prior to the Other Involuntary Termination pursuant to the terms of COBRA or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The payments to be provided under clauses (b)(i) and (b)(ii) shall be paid or commence to be paid within sixty (60) days of Employee’s termination of employment (subject to Employee’s release of claims against the Company as set forth in Section 1(a)); provided that if the sixty (60) day period commences in one calendar year and ends in a bank account specified second calendar year, such payment shall be made or commence to be made in the second calendar year. Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee could cause the Company to become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amended by Executive no later than the Healthcare Reform Act, the Company shall pay Employee a monthly amount in cash equal to the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employment and up to three (3) business days after months of outplacement services (with a provider and in a program selected by the Executive’s terminationCompany, except that the Enforcement Payment shall be due and payable in the same manner to Executive provided Employee commences such services within ten ninety (1090) days of the date the Company is found such services being offered to have violated this AgreementEmployee).

Severance. Other than in (a) If prior to the case completion of a timely noticed non-renewal full calendar year of Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to terminates the employment of the Executive or demotes the Executive for any reason other than: (i) Cause or Disability as defined in Section 3 of this Agreement; or (ii) the event death of the Executive’s termination by , the Company without Cause beyond those obligations described in this Section 12. will pay the Executive an amount equal to the sum of: (a) three times the Executive's starting annual base salary; and (b) three times the Executive's target annual cash bonus (the target annual incentive bonus being two hundred percent (200%) of the Executive's starting annual base salary). (b) If the Company fails thereafter terminates the employment of the Executive or demotes the Executive for any reason other than: (i) Cause or Disability as defined in Section 3 of this Agreement; or (ii) the death of the Executive, the Company will pay the Executive an amount equal to make the sum of: (a) three times the Executive's base salary for the immediately preceding full calendar year; and (b) three times the annual cash bonus received by the Executive for the immediately preceding full calendar year. The Executive must notify the Company in writing within thirty (30) days after the occurrence of any payment when due action, event or circumstance, or any failure to act by the Company, upon which the Executive bases a claim for severance under this Section 12Agreement. Failure to notify the Company in writing within such thirty (30) day period will constitute a waiver of the claim, and but will not bar or hinder subsequent claims by the Executive initiates arbitration pursuant arising out of other actions, events, circumstances or failures to Section 17 to enforce his rights act by the Company. The Executive will not receive multiple severance payments under this Agreement, and will be entitled only to one severance payment under Subsection 2(a) or (b), as the case may be. The severance amounts described above, net of any applicable withholding, will be paid to the Executive in a lump sum within thirty (30) days following the receipt by the Company is found of the written notice from the Executive; provided, however, that if the parties proceed to have violated arbitration of the claim pursuant to Section 5 of 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 severance amount awarded by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall arbitrators will be paid by wire transfer to a bank account specified by Executive no later than three the Company within thirty (330) business days after the Executive’s terminationaward. Upon termination of employment, except that the Enforcement Payment shall be due Executive will remain vested in any and payable all shares of restricted stock or restricted stock equivalents in the same manner which he was vested immediately prior to Executive within ten (10) days termination of the date the Company is found to have violated this Agreementemployment.

Severance. Other than in Subject to the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant continued compliance with his obligations under this Agreement, the Company shall have no obligation to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company other than: (i) a cash severance the payment equal to three times the amount of the Executive’s then applicable Salary, if earned and unpaid compensation through the termination occurs on or before the third anniversary effective date of the Effective Date, such termination; (ii) a cash severance the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to 200% (the unpaid portion “Severance Percentage”) of the sum of the Executive’s then applicable annual Base Salary for plus the Executive’s Target Bonus of 87.5% of the Base Salary (but not the Additional Bonus), 50% of which amount 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 Term Executive in equal installments each month thereafter for six months; and (iv) treatment of the Options as described below in Sections 4.4(b) and (c), except as otherwise required by law or Renewal Term plus by the terms of the Company’s benefit plans (excluding severance plans); provided, that (A) during the first twelve (12) months of the Employment Period, the Severance Percentage shall decline by 8.33% at the end of each one month period commencing at the Effective Time to become a Severance Percentage of 100% at the end of the Initial Employment Period and (B) if the termination without Cause occurs within the six-month period after a Change of Control (as defined in Section 4.8 below), in lieu of the cash severance benefits set forth in clause (iii) above, the Executive shall receive the payment over a 12-month period in equal monthly installments of an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary product of the Effective Date but before Severance Percentage and the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion sum of the Executive’s then applicable annual Base Salary plus the greatest of (x) the Executive’s Target Bonus (but not the Additional Bonus) as in effect as of the date of termination, (y) the Target Bonus (but not the Additional Bonus) paid to the Executive for the remainder year immediately preceding the year in which the date of termination occurs, or (z) 87.5% of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”)Base Salary. In the event that the Executive is terminated 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 plan, policy, or agreement of the Company without causeor its Affiliates. With respect to clauses (i) and (ii), then all and for the avoidance of doubt, the fact that the Company might pay, after the Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment termination date, to which Executive may also be entitled in accordance with Section 11; any its or its Affiliates’ employees a bonus relating to which Executive may be entitled under Section 7; the Company’s performance during all or any payment or benefit to which part of the period when the Executive may be entitled under any separate agreement between Executive and the Company, was an employee of the Company shall have no further obligation not give rise to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 entitlement by the Executive to enforce this Agreement and in no case shall be considered any such bonus, or to the Target Bonus or the Additional Bonus, whether as earned compensation, a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s terminationdeferred bonus, 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 is found to have violated this Agreementor otherwise.

Severance. Other than in 18.1 The Employer shall contribute to the case United Food and Commercial Workers Union and FELRA Severance Trust Fund (hereinafter referred to as the "Fund") a total of a timely noticed nonten cents ($.10) per hour for all straight time hours worked for each employee on th payroll. The hourly contribution by the Employer for new employees will commence with the first full payroll week following the completion of thirty (30) days of continuous employment with the Employer, retroactive to the date of employment. Effective January 4, 1981, the Employer agrees to increase the severance contribution from ten cents ($.10) to fifteen cents ($.15) per hour for all straight time hours worked for each employee on the payroll. Effective January 3, 1982, the Employer agrees to increase the severance contribution from fifteen cents ($.15) to twenty-renewal of Executive’s employment hereunder pursuant five ($.25) per hour for all straight time hours worked for each employee on the payroll. Effective January 2, 1983, the Employer agrees to Section 10, if Executive’s employment is terminated by Company without Cause increase the severance contribution from twenty-five cents ($.25) to thirty-five cents ($.35) per hour for any reason during all straight time hours worked for each employee on the Term or Renewal Term, Executive payroll. 18.2 The Fund shall be entitled governed by a Board of Trustees consisting of equal numbers to receive from Company (i) a cash be designated by the Food Employers Labor Relations Association and the Union. 18.3 It is understood and agreed that the Fund referred to herein shall be such as will continuously qualify for approval by the Internal Revenue Service, so as to allow the Employer an income tax deduction for the contributions paid hereunder. 18.4 It is agreed that all questions involving severance payment equal to three times not specifically set forth herein shall be determined by the amount provisions of the Executive’s then applicable SalaryAgreement and Declaration of Trust governing the Plan. 18.5 An Employer, if at its discretion, may or may not be required to designate a representative on the termination occurs on or before Board of Trustees, but in any event, the third anniversary of Employer agrees to be bound by all the Effective Date, (ii) a cash severance payment equal to decisions made by the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled Trustees in accordance with Section 11; any bonus the Declaration of Trust. 18.6 The above contributions shall not be applicable to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreementemployees classified as Utility Clerks.

Severance. Other than in (a) If Employee has a separation from service (a “Separation from Service”) within the case meaning of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount 409A of the Executive’s then applicable SalaryInternal Revenue Code of 1986, if as amended (the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance PaymentCode”). In the event that the Executive is terminated by Company without cause, then all as a result of ExecutiveEmployee’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination discharge by the Company without Cause beyond those obligations described (as defined below in this Section 12. If 1(e)) within eighteen (18) months following the Company fails to make any payment when due under this Section 12Effective Date, 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 Employee shall be obligated entitled to pay Executivereceive, in addition lieu of any severance benefits to the Severance Payment and other sums owed which Employee may otherwise be entitled under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of all any severance plan or program of the costs incurred by ExecutiveCompany, including attorneys’the benefits provided below, 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 which will be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive a lump sum within ten (10) days following the effective date of Employee’s Release (as defined below in Section 1(c)): (i) The Company shall pay to Employee his fully earned but unpaid base salary, when due, through the date of Employee’s Separation from Service at the rate then in effect, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Employee may be entitled pursuant to the terms of such plans or agreements at the time of Employee’s Separation from Service (the “Accrued Obligations”); and (ii) Subject to Section 1(c) and Employee’s continued compliance with Section 3, Employee shall be entitled to receive severance pay in an amount equal to nine (9) months’ of Employee’s base salary, as in effect immediately prior to the date of Employee’s Separation from Service, payable in a lump sum within ten (10) days following the effective date of Employee’s Release (as defined below in Section 1(c)); provided, however, that, in the event that the timing of the date delivery of Employee’s Release could cause such amounts to be payable in one or another taxable year, then such amounts shall not be payable until the Company is found to have violated this Agreementfirst business day of the taxable year following Employee’s Separation from Service.

Severance. Other than in the case of a timely noticed non-renewal (a) Upon termination of Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated with the Company by the Company without Cause (as defined below) or upon Executive’s resignation from employment for any reason during Good Reason (as defined below), in either case absent a Change in Control (as defined below), in each case contingent upon Executive’s execution, non-revocation, and delivery of a Confidential Severance and Release Agreement in a form substantially similar to Schedule A of this Agreement (the Term or Renewal Term“Release Agreement”), Executive shall be entitled to receive from Company the following: (i) a cash lump sum severance payment in an amount equal to three times the amount twelve (12) months of the Base Salary in effect immediately prior to Executive’s then last date of employment, less applicable Salarywithholdings and deductions; and (ii) immediate and full vesting of and lifting of restrictions on any unvested shares included in the Plan. (b) Upon termination of Executive’s employment with the Company by the Company without Cause or upon Executive’s resignation from employment for Good Reason, if in either case within one year of a Change in Control, in each case contingent upon Executive’s execution, non-revocation, and delivery of the termination occurs Release Agreement, Executive shall be entitled to the following: (i) a lump sum severance payment in an amount equal to twenty four (24) months of the Base Salary in effect immediately prior to Executive’s last date of employment, less applicable withholdings and deductions and (ii) immediate and full vesting of and lifting of restrictions on any unvested shares included in the Plan. (c) The Company’s obligations under this Section 6.2 are subject to the requirements and time periods set forth in this Section 6.2 and in the Release Agreement. Prior to receiving the payments described in this Section 6.2, Executive shall execute the Release Agreement in substantially the form attached hereto as Schedule A on or before the third anniversary date seventy-five (75) days after the last day of Executive’s employment. If Executive fails to timely execute and remit the Release Agreement in substantially the form attached hereto as Schedule A, Executive waives any right to the payments provided under this Section 6.2. The Company will have no further obligations to Executive under this Agreement or otherwise after making payments pursuant to this Section 6.2. Payments under this Section 6.2 shall be made within fifteen (15) days of Executive’s execution and delivery of the Effective DateRelease Agreement, provided that Executive does not revoke the Release Agreement. (iid) a cash severance Executive agrees that payments made pursuant to this Section 6.2 shall constitute the exclusive and sole remedy for any termination of Executive’s employment, and Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The foregoing shall not limit any of Executive’s rights with regard to any rights to indemnification, advancement or payment equal of legal fees and costs, and coverage under directors and officers liability insurance. (e) During the eighteen-month period following the date of the termination of Executive’s employment, the Company shall allow Executive and his eligible dependents to continue to be covered by all medical, vision and dental benefit plans maintained by the Company under which Executive was covered immediately prior to the unpaid portion date of the Executive’s then applicable Salary for termination of employment at the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salarysame active employee premium cost as a similarly situated active employee; provided, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Datehowever, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In that in the event that Executive’s employment is terminated without Cause or as the result of a Change in Control, the Company shall pay all such expenses on behalf of the Executive is terminated by Company without cause, then all and his eligible dependents during the entire eighteen-month period following the date of the termination of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change employment. (f) Anything in Control Payment this Agreement to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Companycontrary notwithstanding, the Company shall have no further obligation the right to terminate all payments and benefits owing to Executive in pursuant to this Section 6.2 upon the event Company’s discovery of any material breach by Executive of Executive’s termination by obligations under the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum Release Agreement or Sections 8 or 9 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.

Severance. Other than in If 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 pursuant to Sections 4(a) or 4(b) above during the Term or Renewal Term, then the Executive, or his estate, as applicable, shall be entitled to continue to receive his then Base Salary for one (1) year immediately following such termination. If the Company shall terminate the Executive’s employment without “cause” pursuant to Section 4(c) above during the Term, then the Executive shall be entitled to continue to receive his then Base Salary for one (1) year following the employment termination date. All payments under this Section 4(e) are conditioned upon the Executive’s execution of, and the effectiveness of the release attached hereto as Exhibit A (the “Release”), and are payable in regular installments consistent with normal Company payroll practices in effect from Company time to time. Subject only to Executive’s (ior his estate’s) a cash execution and effectiveness of the Release, the Company’s obligation under this Section 4(e) shall be absolute and unconditional, and the Executive shall be entitled to such severance payment equal to three times payments regardless of the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that compensation and benefits the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also earn or be entitled in accordance to with Section 11; respect to any bonus to other employment he may obtain during the period for which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12severance payments are payable. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration terminates the Executive’s employment with “cause” pursuant to Section 17 4(c) above, if the Executive terminates his employment pursuant to enforce his rights Section 4(d) above or if the Executive’s employment is terminated for any reason following the expiration of the Term, then the Executive shall not be entitled to any further payments under this Agreement, and Company is found to have violated this Agreementincluding Base Salary, then Company Bonus, Employee Benefits, or severance, after the date of termination, but Executive shall be obligated entitled to pay Executiveall Base Salary, in addition Bonus and Employee Benefits that have accrued prior to the Severance Payment and other sums owed effective date of such termination. To the extent that any amount payable under this Agreement, Agreement constitutes an additional payment amount payable under a “nonqualified deferred compensation plan” (“Enforcement Payment”) equal to the Severance Payment plus the sum of all as defined in Section 409A of the costs incurred by ExecutiveInternal Revenue Code (hereinafter, “Code Section 409A”)) following a “separation from service” (as defined in Section 409A), including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due any amount payable under this Section 12 shall 4, then, notwithstanding any other provision in this Agreement to the contrary, such payment will not be paid by wire transfer made to a bank account specified by the Executive no later than three (3) business days until the day after the date that is six months following his “separation from service,” but only if he is then deemed by the Company, in accordance with any relevant procedures that it may establish, to be a “specified employee” under Code Section 409A at the time he “separates from service.” This paragraph will not be applicable after Executive’s 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 is found to have violated this Agreementdeath.

Severance. Other than (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 case of a timely noticed non-renewal of Executive’s employment hereunder Termination Date occurs), pay for accrued but unused paid time off, and reimbursement for expenses pursuant to Section 1013 hereof through the Termination Date, plus a lump-sum equal to twelve (12) months of the Executive’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 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 Internal Revenue Code of 1986 and any guidance or regulations issued thereunder, as amended, do not require the effectuation of 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). Notwithstanding the foregoing, the Company shall not be required to pay any severance pay for any period following the Termination Date if 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 without Cause prior to March 7, 2011 for any reason during Cause, then the Term or Renewal Term, Executive shall be entitled to receive from 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 Internal Revenue Code of 1986 and any guidance or regulations issued thereunder, as amended, do not require the effectuation of 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) a cash severance payment equal salary, reimbursement of expenses pursuant to three times Section 13 hereof, and pay for any unused paid time off accrued through the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Termination Date, ; (ii) a pro-rated amount of incentive cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary compensation for the remainder of fiscal year in which the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Termination Date but before the fifth anniversary of the Effective Date, or occurs; and (iii) a cash severance payment lump sum equal to base salary at the unpaid portion 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, vesting of the Outstanding Options and Outstanding Restricted Shares 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). Except to the extent that more time is required to determine any of the incentive compensation amounts, the Company shall pay the cash amounts provided for in this Section on the thirtieth (30th) day following the Executive’s then applicable Salary for the remainder of the Term death, or Renewal Term if the termination occurs is due to Disability, within thirty (30) days after the fifth six (6) month anniversary of the Effective 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 any guidance or regulations issued thereunder, as amended, do not require the effectuation of the six (6) month delay described above with respect to any cash amounts provided for in this Section upon termination due to Disability, 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). (d) In addition to the provisions of Section 12(a), 12(b), or 12(c), hereof, as the case may be, to the extent COBRA shall be applicable or as provided by law, the Executive shall be entitled to continuation of group health plan benefits for the periods provided by law following the Termination Date (eachif the Executive makes the appropriate election and payments; provided, a “Severance Payment”). In the event further, that if the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment entitled to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled severance under Section 7; or any payment or benefit to which 12(a) hereof, and the Executive may be entitled elects COBRA coverage under any separate agreement between Executive and a group health plan maintained by the Company, the Company shall have no further obligation 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 event date of Executive’s such termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant of employment. (e) Subject to Section 17 to enforce his rights under this Agreement21 hereof, 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 acknowledges that, upon termination of his employment, he is entitled to enforce this Agreement and no other compensation, severance or other benefits other than those specifically set forth or referred to in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.

Severance. Other than in If the case of a timely noticed non-renewal of Company terminates Executive’s employment hereunder pursuant to (actually and not constructively, except as set forth in Section 10, if Executive’s employment is terminated by Company 4.3) without Cause or if Executive terminates employment for any reason during Good Reason as provided in section 4.3, and provided that Executive (x) is in material compliance with this Agreement and the Term or Renewal TermConfidentiality Agreement and (y) executes and returns to the Company a complete release of all claims against the Company and related persons in a form acceptable to the Company that becomes effective and irrevocable within sixty (60) days after the effective date of such termination (“Termination Date”), the Company shall, in addition to payment of the Accrued Payments: (a) pay severance to Executive in an amount equal to twelve (12) months of Base Salary at the rate in effect as of the Termination Date, which shall be entitled to receive from Company paid in equal installments in twenty-four (24) substantially equal payments paid on the Company’s regular paydays, commencing on the Termination Date (the “Severance Period”); provided, however, that: (i) a cash severance the first such payment equal shall be made on the first payday that is at least sixty (60) days after the Termination Date and shall include all sums that would have been paid had payment commenced on the first payday after the Termination Date; (ii) the Severance Period shall terminate immediately upon Executive’s material breach of this Agreement or the Confidentiality Agreement; and (iii) if the sixty-day period within which the release must become effective spans two calendar years, no payment pursuant to three times this Section 4.6.2 shall be made before the first business day of the second calendar year; (b) pay to Executive an Annual Bonus in the target amount for the year in which the Terminate Date occurs; (c) provided that Executive timely elects and is eligible for Continuation Coverage as defined herein the Company shall pay directly to the Company’s COBRA provider or group health plan provider for premiums to continue the medical, dental and vision insurance coverage (if any) of Executive and Executive’s eligible dependents pursuant to the continuation-coverage provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 or comparable state law (“Continuation Coverage”) from the Termination Date through the earlier of (i) the eighteen (18) month anniversary after the Termination Date; (ii) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (iii) the cessation of the Executive’s then applicable Salarycontinuation rights under COBRA. provided, however, if the termination occurs on Company determines that it cannot pay such amounts to the group health plan provider or before the third anniversary COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Effective DatePublic Health Service Act), (ii) a cash severance payment equal then the Company shall convert such payments to payroll payments directly to the unpaid portion of the Executive’s then applicable Salary Executive for the remainder of time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Term or Renewal Term plus an amount equal to twice the ExecutiveCompany’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 regular payroll dates; and (iiid) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then cause all of Executive’s outstanding Plan awards unvested equity to vest subject to the below Termination Vesting Schedule as outlined herein, as of the Termination Date. Equity grants shall immediately and fully vest. Other than any Change in Control Payment all other respects continue to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and covered by the Company, the Company shall have no further obligation to Executive in the event ’s Equity Incentive Plan and applicable grant agreements. “Termination Vesting Schedule”: Date Vesting Percentage Start Date through 180 days of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business employment 50% 181 through 270 days after the Executive’s termination, except that the Enforcement Payment shall be due Start Date 75% 271 days after Start Date and payable in the same manner to Executive within ten (10) days of the date the Company is found to have violated this Agreement.beyond 100%

Severance. Other than in (a) If the case of a timely noticed non-renewal of ExecutiveCompany terminates Employee’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by with the Company without Cause for any reason during in accordance with Section 6(c) prior to the Term or Renewal expiration of the Initial Term, Executive the Company shall be entitled to receive from Company (i) pay Employee a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice six months of Employee’s Base Salary as in effect on the Executive’s date of termination, subject to subsections (c), (d), and (e). (b) If during the Term of this Agreement there is a CC Termination upon a Change in Control or within one year thereafter, then 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) Employee will be entitled to a cash 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 unpaid portion sum of: (i) the Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the Executivehighest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date Average Annual Bonus, subject to subsections (eachc), (d) and (e). (c) Subject to Section 7(c), any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”). In ) will be made in a lump sum within sixty (60) days after the event that the Executive 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 Company without causeSection 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, then all 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 Executivethe Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s outstanding Plan awards shall immediately 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 fully vest. Other than any Change in Control agrees the Severance Payment to which Executive may also be the Employee is entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 127 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) 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, 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 the Severance Payment will be obligated to pay Executive, paid in addition the second calendar year. Employee’s right to the Severance Payment and other sums owed under is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, an additional payment (“Enforcement Payment”) equal he will immediately return to the Company any portion of the Severance Payment plus the sum of all of the costs incurred by Executive, including attorneys’, fees, that has been paid 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 him pursuant to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement7.

Severance. Other than in If the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by terminated: (a) as a result of Sections 6.01(b) or 6.01(c), then the Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal pay to the unpaid portion of Executive or his estate, as the Executive’s then applicable case may be, his full Base Salary for a period of six (6) months from the remainder date of termination, and, for a period of one-year following the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary date of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Companytermination, the Company shall have no further obligation continue to provide or arrange to provide the Executive and his dependents with life, disability, accident and health insurance benefits substantially similar to those provided to the Executive immediately prior to the date of termination. (b) as a result of Sections 6.01(d) or 6.01(e), then the Company shall pay to the Executive (i) his full Base Salary, pro-rated bonuses for the current year and Benefits prorated through the effective date of termination and (ii) additional Base Salary, payable in accordance with the Company’s then current payroll policies and practices, plus additional Benefits, for the period from the date of termination until one year after the date of termination (provided, however, if participation by the Executive in any Benefit plan or program after the event termination of Executive’s termination by his employment is not permitted under such plan or program, then the Company without Cause beyond those obligations described in this Section 12. If will provide him with the Company fails to make equivalent benefits); the Executive shall be reimbursed for any payment when due under this Section 12, and Executive initiates arbitration expenses incurred by him pursuant to Section 17 4.04 through the effective date of such termination. In addition, provided that any level of the performance milestones as set forth on Schedule I for the first twelve (12) months through December 31, 2008 have been achieved, all remaining options granted to enforce his rights under this Agreementthe Executive shall immediately vest and be exercisable as of the date of termination, and Company is found to for a period from the date of termination until the later of the date on which the Initial Term would have violated this Agreement, then expired and one-hundred-eighty (180) days after the date of termination. The Company shall be obligated to pay Executive, in addition the full amount of any severance owing to the Severance Payment Executive pursuant to this Section 6.02(b) irrespective if executive obtains employment during such severance period and other sums owed under this Agreementthere shall be no offset to any severance amounts payable as a result of such new employment. (c) as a result of Sections 6.01(a) or 6.01(f), an additional payment (“Enforcement Payment”) equal then the Company shall pay to the Severance Payment plus Executive his full Base Salary and Benefits prorated through the sum date of termination, the Executive shall be reimbursed for any expenses incurred by him pursuant to Section 4.04 through the termination date, and all unvested or unexercised options shall expire as of the costs incurred by date of termination. If such Executive’s employment is terminated as a result of Section 6.01 (a), including attorneys’Section 6.01(f), feesor a violation of Section 5.03, 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 any options exercised by the Executive within three months prior to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten (10) days of the date of termination can be repurchased by the Company is found to have violated this Agreementfrom Executive for a xxxx purchase price of $1.00.

Severance. 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 Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive 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 participate in) immediately prior to Closing. With respect to each Transferred TMA Business Employee whose employment is terminated by Company without causeCause or who resigns for Good Reason during the 12 month period commencing on the Closing Date, then all Buyer shall provide such Transferred TMA Business Employee with severance benefits equivalent, in the aggregate, to the greater of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled (a) the severance benefits determined in accordance with Section 11; any bonus the Employee Roster, to which Executive may be entitled under Section 7; the extent that severance benefits are based on wage rate or any payment or benefit to which Executive may be entitled under any separate agreement between Executive base salary level, and the Companyapplicable Benefit Plan that is disclosed on Section 3.10(a) of the Seller Disclosure Schedule covering such Transferred TMA Business Employee immediately prior to the Closing Date and (b) the severance benefits required by applicable Law, in each case of the Company shall have no further obligation foregoing clauses (a) and (b), taking into account such Transferred TMA Business Employee’s service with Seller and its Affiliates prior to Executive in and on the event of Executive’s termination by applicable Employee Transfer Date and with Buyer and its Affiliates on and after the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12applicable Employee Transfer Date; provided that, 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 such severance benefits shall be obligated to pay Executivereduced, in addition to the Severance Payment and other sums owed under this Agreementmaximum extent permitted by applicable Law, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of all of the costs incurred by Executiveany severance benefits, including attorneys’if any, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of Transferred TMA Business Employee has received in connection with the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreementtransactions contemplated hereby.

Severance. Other than (i) If, in the case connection with a Change of a timely noticed non-renewal of Executive’s Control, Feltheimer's employment hereunder 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 Section 10Paragraph 7(c)(ii) below), if Executive’s employment is terminated by Company without Cause for any reason during then notwithstanding anything to the Term or Renewal Term, Executive contrary in Paragraph 12 below Feltheimer shall be entitled to receive from Company the payment of US$2,500,000 within five (i5) a cash severance business days of such termination and shall continue to be entitled to the continued payment equal to three times of Base Salary through the amount normal expiration of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, Term; (ii) For a cash severance payment equal 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 unpaid payment of US$2,500,000 within five (5) business days of such termination; provided, however, that Feltheimer shall not be entitled to the further payment of Base Salary beyond any such amounts that are then accrued but unpaid; and (iii) To the extent that Lions Gate would be unable to deduct as a business expense all or a portion of the Executive’s then applicable Salary for the remainder of the Term Severance payable to Feltheimer pursuant to Paragraph 7(c)(i) or Renewal Term plus 7(c)(ii) above in connection with Lions Gate's tax returns and/or if Feltheimer would be subject to an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, excise tax on all or (iii) a cash severance payment equal to the unpaid portion of the Executive’s Severance, then applicable Salary for the remainder Lions Gate and Feltheimer shall promptly negotiate in good faith an allocation of the Severance as between (A) a severance payment and (B) a consulting fee for Feltheimer's post-Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”)non-exclusive consulting services to Lions Gate. In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition Subject to the parties' agreement on the allocation of Severance Payment between a severance payment and other sums owed under this Agreementa consulting fee to minimize what Lions Gate would not be able to deduct as a business expense, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of all of the costs incurred Lions Gate shall pay any excise tax payable by Executive, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer Feltheimer up to 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 maximum of the date the Company is found to have violated this AgreementUS$150,000.

Severance. Other than in If the case Employment Period ends as a result of a timely noticed non-renewal of either (A) Executive’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination being terminated by the Company without Cause beyond those obligations described (as defined in this Section 12. If 4(d)) or (B) Executive resigning from Executive’s employment by the Company fails to make any payment when due under this for Good Reason (as defined in Section 124(d)), and Executive initiates arbitration pursuant then, subject to Section 17 to enforce his rights under this Agreement4(c) hereof, and the Company is found to have violated this Agreement, then Company shall be obligated to pay Executiveshall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the Severance Payment and other sums owed under this Agreementfollowing, subject to the provisions of Section 11 hereof: (i) an additional payment (“Enforcement Payment”) amount equal to the Severance Payment plus lesser of (A) $1,000,000 and (B) the sum of all (x) Executive’s annual Base Salary in effect on the Employment Termination Date and (y) the average of the costs incurred by ExecutiveYear End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including attorneys’, fees, any amounts deferred pursuant to enforce this Agreement. It is explicitly agreed a deferred bonus program that the Enforcement Payment is 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 reasonable estimate Year End Bonus for calendar year 2014, then the Cash Severance shall be $1,000,000), with fifty percent (50%) of the value Cash Severance payable to Executive in a lump sum as soon as reasonably practical after the date of time which the General Release (as defined in Section 4(c)) is signed and expense delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of the Employment Termination Date, LCC Corporation has previously entered into a definitive binding agreement with a buyer that would be incurred by result in a Change in Control and such definitive binding agreement remains in effect, then the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 Cash Severance shall be paid by wire transfer to Executive in a lump sum as soon as reasonably practical after the General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a bank account specified by Executive no later than three deferred bonus program that the Company may have in effect” as contemplated in subclause (3B)(y) business days after above shall be replaced with “the greater of (X) Executive’s terminationYear 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 Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the denominator of which is 365) of Executive’s target Year End Bonus for the calendar year (with such target Year End Bonus being, except that as otherwise expressly specified in Section 3(d) hereof, as reasonably determined by the Enforcement Payment shall 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 $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 due 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 payable (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 same manner Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive within ten (10and Executive’s eligible dependents) days during the Health Care Reimbursement Period (defined below), provided that Executive is eligible and remains eligible for COBRA coverage. The Company shall until the conclusion of the date Health Care Cost Reimbursement Period (as defined below) reimburse Executive for COBRA premiums, subject to the Company is found determining that reimbursement of such premiums would not reasonably be expected to have violated this Agreement.result in the imposition of any excise

Severance. Other Subject to the Executive’s execution of and the effectiveness of a General Release in a form substantially the same as the release attached as Exhibit A hereto (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 pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 (“Severance Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5. Subject to the provisions of Section 6.4 (“Section 409A”), the amounts set forth in subsections (A) and (B) of this Section 6.1 shall be paid in one lump sum payment no later than the thirtieth (30th) day following the Date of Termination provided, however, that if the Terminating Event is during a Potential Change in Control Period, or after the Change in Control but the Change in Control does not constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code, and the Executive otherwise has a contractual right to severance that is considered deferred compensation within the meaning of Section 409A of the Code, such amount shall be paid in the same form (e.g., lump sum, salary continuation, etc.) as set forth in such contract beginning with the first payroll date that occurs thirty (30) days after the Date of Termination. Except as described above or in Section 9.1 (“Successors; Binding Agreement”), the Executive shall not be entitled to benefits pursuant to this Section 6.1 unless a Change in Control shall have occurred during the Term. (A) The Company 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 a timely noticed nonExecutives who do not receive sales commission-renewal of based variable compensation, (a) an amount equal to the Executive’s employment hereunder pursuant bonus for any fiscal year ended prior to Section 10the year of termination, if 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 by Company without Cause calls for any reason during the Term potential payment of an award attributable to “over-achievement” performance goals (i.e., requiring the achievement of goals that exceed or Renewal Term, are in addition to the goals required for the Executive shall be entitled to receive from the target annual bonus) and the Company (i) a cash severance payment equal pays over-achievement bonuses to three times executives for the amount of the fiscal year in which Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Companyemployment terminates, the Company shall have no further obligation pay to Executive in a lump sum amount equal to the event of Executive’s termination over-achievement bonus for such fiscal year that would have been paid to Executive had he or she been employed by the Company without Cause beyond 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 comparable in all material respects to those obligations described in effect immediately prior to the Change in Control, on the same terms and conditions as though the Executive had remained an active employee. The cost of providing the benefits set forth in this Section 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 6.1(D) shall be obligated to pay Executive, in addition to (and shall not reduce) the Severance Payment Payments; provided, that if the plan or program in question, or applicable law, provides for a longer period of coverage following termination of employment, then the Executive shall receive this additional period of coverage pursuant to the terms and other sums owed 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 Agreementsubsection, an additional payment (“Enforcement Payment”) equal the Company’s obligation to the Severance Payment plus 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 sum cost 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 providing the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer with outplacement services up to a bank account specified by 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 three the last day of the calendar year following the calendar year that contains the Date of Termination, and (3ii) business days after such services are provided by an outplacement provider approved by the Executive’s terminationCompany (which approval shall not be unreasonably withheld, except that the Enforcement Payment delayed or conditioned). Such payment shall be due made by the Company directly to the service provider promptly following the provision of such services and payable in the same manner presentation to Executive within ten (10) days the Company of documentation of the date the Company is found to have violated this Agreementprovision of such services.

Severance. Other than in A. In the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if Executive’s employment event this Agreement is terminated by Company without Cause for Employer pursuant to Paragraph 6.C. or 6.D. or by Employee pursuant to Paragraph 6.B. at any reason time during the Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount term of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company as Employer's sole obligation to compensate Employee for such termination without cause, Employer shall be obligated pay 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than Employee three (3) business days after the Executive’s terminationmonth's salary (as described in paragraph 4.A above), except that the Enforcement Payment shall be due and payable in three (3) equal monthly installments from the same manner to Executive within ten (10) days first day of the date 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 Company year in which this Agreement is found terminated if this Agreement is terminated by Employer pursuant to have violated this Agreement.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 Initials

Severance. Other than (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 case of a timely noticed non-renewal of Executive’s employment hereunder Termination Date occurs), pay for accrued but unused paid time off, and reimbursement for expenses pursuant to Section 1013 hereof through the Termination Date, and 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, 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 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. 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 has materially violated the provisions of Sections 18 and 19 of this Agreement and such violation has not been 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. The Company also may withhold any severance pay while it pursues such determination. (b) Subject to Section 20 hereof, if (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 without Cause for any reason during the Term or Renewal TermEmployment Period for Cause, then the Executive shall be entitled to receive from 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 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 severance payment compensation for the fiscal year in which the Termination Date occurs; and (iii) a lump sum equal to three times the amount 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 applicable Salaryun- vested Outstanding Options shall terminate (with the then-vested Outstanding Options vested and 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 pay the cash 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 termination occurs on or before the third six (6) month anniversary of the Effective Date, date of such termination (iibut no later than the end of the calendar year in which such six (6) a cash severance payment equal month anniversary occurs). (d) In addition to the unpaid portion provisions of Section 12(a), 12(b), or 12(c), hereof, as the Executive’s then case may be, to the extent COBRA shall be applicable Salary or as provided by law, the Executive and/or his dependants shall be entitled to continuation of group health plan benefits for the remainder of periods provided by law following the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, Termination Date if the termination occurs after Executive (or his survivors) makes the third anniversary of the Effective Date but before the fifth anniversary of the Effective Dateappropriate election and payments; provided, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term further, that if the termination occurs after the fifth anniversary of the Effective Date (eachExecutive and/or his survivors are entitled to severance under Section 12(a) or 12(c) hereof, a “Severance Payment”). In the event that and the Executive is terminated and/or his survivors elect COBRA coverage under a group health plan maintained by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation continue to contribute towards the cost of such coverage for the Executive and/or his dependents for the twelve (12) month period following his Termination Date, at the same rate which was in effect upon the event date of Executive’s such termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant of employment. (e) Subject to Section 17 to enforce his rights under this Agreement20 hereof, 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 acknowledges that, upon termination of his employment, he is entitled to enforce this Agreement and no other compensation, severance or other benefits other than those specifically set forth or referred to in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.

Severance. Other than in In the case of a timely noticed non-renewal of Executiveevent Employer terminates Employee’s employment hereunder pursuant to Section 10, if Executive’s employment is terminated by Company without Cause Clause 8(a) for any reason during the Term or Renewal Termother than for Cause, Executive then, subject to Clause 11 below and Employee’s continued compliance with Clause 16, Employee shall be entitled to receive from Company receive: (a) if Employee has been in the employ of Employer (whether pursuant to this Agreement or otherwise) as of the date of Employee’s termination (the “Termination Date”) for an aggregate period of less than ten (10) years after the Employment Date: (i) a cash A lump sum severance payment equal to three times the amount six (6) months of Employee’s Base Salary in effect as of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Termination Date, plus (ii) If Employee and any spouse and/or dependents of the Employee (“Family Members”) has coverage on the Termination Date under a cash Benefit Plan that provides medical, dental or vision coverage and Employee is eligible for and validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. Sections 1161-1168; 26 U.S.C. Section 4980B(f), as amended, and all applicable regulations (referred to collectively as “COBRA”) for the Employee and his Family Members, such continued coverage will be provided to Employee and his Family Members for a period of up to six (6) months following the Termination Date at a cost to Employee that is no greater than that which would have been incurred by Employee had Employee remained as an employee of Employer. (b) if Employee has been in the employ of Employer (whether pursuant to this Agreement or otherwise) for an aggregate period of ten (10) years or more after the Employment Date: (i) A lump sum severance payment equal to the unpaid portion twelve (12) months of Employee’s Base Salary in effect as of the Executive’s then Termination Date, plus (ii) If Employee and any spouse and/or dependents of the Employee (“Family Members”) has coverage on the Termination Date under a Benefit Plan that provides medical, dental or vision coverage and Employee is eligible for and validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. Sections 1161-1168; 26 U.S.C. Section 4980B(f), as amended, and all applicable Salary regulations (referred to collectively as “COBRA”) for the remainder Employee and his Family Members, such continued coverage will be provided to Employee and his Family Members for a period of up to twelve (12) months following the Term or Renewal Term plus an amount equal Termination Date at a cost to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event Employee that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other no greater than any Change in Control Payment to that which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall would have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of all of the costs been incurred by Executive, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate Employee had Employee remained as an employee of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this AgreementEmployer.

Severance. 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 Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). a. In the event that the Executive is terminated by Company terminates Employee’s employment without causeCause (defined below) or Employee resigns Employee’s employment with Good Reason (defined below), then all of Executiveand contingent upon Employee’s outstanding Plan awards shall immediately and fully vest. Other than any Change continuing compliance with Employee’s obligations outlined in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement the Asset Purchase Agreement between Executive SureHarvest, Inc., Where Food Comes From, Inc., and the Company, dated December 28, 2016 (“APA”) and the Company shall have no further obligation Employee’s execution, non-revocation, and delivery of a Confidential Severance and Release Agreement in a form substantially similar to Executive Exhibit A of this Agreement (the “Release Agreement”), Employee will be entitled to receive severance benefits based upon Employee’s Salary in effect as of the event date of Executivetermination (the “Severance Amount”). The Severance Amount will initially be equal to thirty-six (36) months of Employee’s termination Salary in effect as of the date of termination. The Severance Amount will be reduced by one month for each full month after the Effective Date that the Employee remains employed by the Company Company, until it has been reduced to twelve (12) months, at which point the Severance Amount will remain equal to twelve (12) months of Employee’s Salary in effect as of the date of termination for the rest of Employee’s employment under this Agreement (the “Severance”). If Employee is terminated for Cause or resigns without Good Reason, Employee will not be entitled to any additional severance payment. b. The Severance shall be paid pro rata, in installments in accordance with the Company’s customary payroll practices at the time of each installment. The Parties agree and acknowledge that each installment shall constitute a separate payment. c. Upon termination of Employee’s employment without Cause beyond those obligations described in this Section 12. If or with Good Reason, the Company fails to make any payment when due under this Section 12first installment of the Severance shall be paid sixty (60) days after Employee’s termination, provided that Employee has executed and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this delivered the Release Agreement, and Company is found to have violated has not and can no longer revoke the Release Agreement on the date of the Severance payment. d. For purposes of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.,

Severance. Other (a) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and (b) either such event did not takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the case of a timely noticed non-renewal successor corporation will pay Executive: (i) for any bonus period partially completed at the time of Executive’s employment hereunder pursuant termination or resignation, a lump sum equal to Section 10, if the daily prorated amount of Executive’s employment is terminated by Company without Cause then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions; (ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; and (iii) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for any reason during active employees until the Term or Renewal Term, Executive shall be entitled to receive from Company earliest of (i) a cash severance payment equal to three times the amount close of the 12 month period following the termination of Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Dateemployment, (ii) a cash severance payment equal to the unpaid portion expiration of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Datecontinuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (c) If Company or a cash severance payment successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive: (i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the unpaid daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions; (ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; (iii) an additional lump sum equal to one hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and (iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (1) the close of the 12 month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (d) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event Executive is entitled to Severance under Section 6(b), Executive will not longer be entitled to Severance under Section 6(a). Subject to Section 7(a) and to any required six (6) month delay (e) pursuant to Section 14, Severance payments, other than reimbursements of COBRA premiums, shall be made by the Company in one lump sum and shall be paid within thirty (30) days of any such termination of employment. (f) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not take place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 months, (ii) the Company’s right of repurchase shall immediately lapse with respect to Executive’s then-current restricted stock grants for which the Company’s right of repurchase would otherwise have lapsed within 6 months from the date of such termination or resignation of employment, and (iii) the Executive will receiving immediate vesting with respect to Executive's outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s then applicable Salary for the remainder termination or resignation, vesting of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”)such awards shall not be accelerated. In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations of employment as described in this Section 12. If subsection (d), 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, Executive’s then Company vested stock options shall be obligated to pay exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, 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 any option be considered exercisable after the expiration of its term. (g) In addition to Severance, in the event that Company or a penalty. Any payments due under this Section 12 successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive's outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be paid by wire transfer to a bank account specified by Executive no later than three deemed achieved at 100% of target levels (3) business days after unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s termination, except that the Enforcement Payment then outstanding stock options shall be due and payable exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the same manner expiration of its term. (h) For purposes of this Section 6, “Cause” means (i) any act of personal dishonesty taken by Executive in connection with Executive’s employment responsibilities, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to Executive within ten (10) days follow the lawful, reasonable instructions of the date the Company is found Chief Executive Officer, or (v) substantial violations of employment or fiduciary duties, responsibilities or obligations to have violated this AgreementCompany.

Severance. Other If, during the Term, other than within twelve (12) months following a Change in Control, the case Executive experiences a Termination of a timely noticed non-renewal of Executive’s employment hereunder Employment, either (a) by the Employer without Cause pursuant to Section 104.1(a)(2); or (b) by the Executive for Good Reason pursuant to Section 4.1(b)(2), if then, upon her Termination of Employment, the Employer will pay in lieu of any severance payment applicable under any general severance policy (which Executive acknowledges she is not eligible for due to this Agreement) severance to the Executive in an amount equal to one (1) times her 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 employment is terminated by Company without Cause Termination of Employment (the “Severance Payment Period”). So long as the Executive complies with the requirements of Sections 5.2, 5.3, 6, 7 and 8 of this Agreement, the Severance Pay shall commence on the first payroll period (the “Initial Payment”) 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 reason payroll periods which occur during the Term or Renewal Term, Severance Delay Period and the remaining Severance Pay shall continue until the expiration of the Severance Payment Period subject to the provisions of this Agreement. If the Executive shall be entitled to receive from Company (i) a cash severance payment equal Severance Pay pursuant to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 124.2, 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 Executivethen, in addition to the any Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal Pay payable to the Severance Payment plus Executive pursuant to this Section 4.2, the sum Employer shall, until such time as the Executive is eligible for Medicare, or some similar health care coverage provided by state or federal governments, or eligible to participate in or be covered by the health plans of all of any employer other than the costs incurred by Employer, pay on the Executive’s behalf, or reimburse the Executive, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that for the Enforcement Payment is a reasonable estimate cost of the value of time and expense that would be COBRA premiums incurred by the Executive for her individual health coverage for the twelve (12) months following Termination of Employment (with any additional amounts incurred to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after procure family coverage being the Executive’s termination, except that the Enforcement Payment shall be due and payable in the same manner to Executive within ten (10) days sole responsibility of the date the Company is found to have violated this Agreement.the

Severance. Other than in If the case of a timely noticed non-renewal of Company terminates the Executive’s employment hereunder pursuant pusuant to Section 104(a) above, if the Executive’s employment is terminated pursuant to Section 4(b) above, the Company terminates the Executive’s employment without “cause” pursuant to Section 4(c) above, or the Executive’s employment terminates as a result of a Notice of Non-Extension provided to the Executive by the Company without Cause for any reason during pursuant to Section 2 above, then, subject to the Term Executive’s (or, if applicable, his estate’s) execution of the Release attached hereto as Exhibit A (or Renewal Termin a substantially similar form as the Company deems necessary in order to comply with then applicable law) (the “Release”) and the Release becoming effective in accordance with its terms not later than the 60th day following the Executive’s termination of employment, the Executive shall be entitled to receive receive, as severance payments (such severance payments being the Executive’s sole entitlement upon any such termination), one (1) year of his then Base Salary, payable in accordance with the Company’s payroll schedule in effect from Company (itime to time. Subject to the last paragraph of this Section 4(e), such severance payments will begin to be paid on the 60th day following the Executive’s termination of employment. Subject only to the Executive’s delivery of an executed Release and such Release becoming effective within the provided sixty-day period, the Company’s obligation under this Section 4(e) a cash shall be absolute and unconditional, and the Executive shall be entitled to such severance payment equal to three times payments regardless of the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that compensation the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also earn or be entitled in accordance to with Section 11; respect to any bonus to other employment he may obtain during the period for which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12severance payments are payable. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration terminates the Executive’s employment with “cause” pursuant to Section 17 4(c) above, if the Executive terminates his employment pursuant to enforce his rights Section 4(d) above, or if the Executive’s employment terminates as a result of a Notice of Non-Extension provided to the Company by the Executive, then the Executive shall not be entitled to any further payments under this Agreement, and Company is found to have violated this Agreementincluding Base Salary, then Company Bonus, Employee Benefits, or severance after the date of termination, but the Executive shall be obligated entitled to pay Executiveall Base Salary, in addition Bonus and Employee Benefits that have accrued prior to the Severance Payment and other sums owed effective date of such termination. To the extent that any amount payable under this Agreement, Agreement constitutes an additional payment amount payable under a “nonqualified deferred compensation plan” (“Enforcement Payment”) equal to the Severance Payment plus the sum of all as defined in Section 409A of the costs incurred by ExecutiveInternal Revenue Code (hereinafter, “Code Section 409A”)) that is not exempt from Code Section 409A, and such amount is payable as a result of a “separation from service” (as defined in Code Section 409A), including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due any amount payable under this Section 12 shall 4 or Section 5 below, then, notwithstanding any other provision in this Agreement to the contrary, such payment will not be made to the Executive until the day after the date that is six months following his separation from service (the “Specified Employee Payment Date”), but only if, as of his separation from service, he is a “specified employee” under Code Section 409A and any relevant procedures that the Company may establish. For the avoidance of doubt, on the Specified Employee Payment Date, the Executive will be paid by wire transfer in a single lump sum all payments that otherwise would have been made to a bank account specified by Executive no later than three (3) business days him under this Agreement during the six-month period but were not because of this paragraph. This paragraph will not be applicable 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 is found to have violated this Agreementdeath.

Severance. Other than in the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10, if If Executive’s employment is terminated by Company without Cause for any reason during the Term or Renewal Term, Executive shall be entitled to receive from Company Company: (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salarycurrent Base Rate, if the termination occurs on or before the third anniversary of the Effective Date, ; (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary current Base Rate for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salarycurrent Base Rate, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, ; or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary current Base Rate for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all Incentive Shares and options shall be respectively issued and / or vested in accordance with Sections 5(d) and 5(e) above. The aggregate amount of Executive’s outstanding Plan awards such payments shall immediately and fully vest. Other than be considered as “liquidated damages” and, except for any Change in of Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; 11 or any payment or benefit to which Executive may be entitled under any other separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates is forced to initiate 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’, attorney’s fees, to enforce this Agreement. It is explicitly agreed agreement that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.

Severance. Other than 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 timely noticed nonsimilarly-renewal 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 employment hereunder pursuant to Section 10annual base salary), if 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 employment is terminated 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 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 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 Cause for any reason during the Term or Renewal Termprior 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 pay or provide to Executive the Accrued Obligations (as defined in the Service Agreement), subject to and in accordance with the terms thereof. For the avoidance of doubt, Executive shall not be entitled to receive from Company (i) a cash severance payment equal to three times any further severance, separation, notice or similar payments of any kind under the amount of the Executive’s then applicable SalaryService Agreement, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal including but not limited to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of all article 4.3 of the costs incurred by Executive, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that Service Agreement or otherwise in connection with the Enforcement Payment is a reasonable estimate termination of the value of time and expense that would be incurred by the Executive to enforce this Service Agreement and in no case shall be considered a penaltyService Relationship except as provided herein. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s 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 is found to have violated this Agreement.ATAI LIFE SCIENCES N.V.

Severance. Other than in During the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by Company the Employers without Cause as provided in Section 3(d) or the Executive terminates his employment for any reason during Good Reason as provided in Section 3(e), then the Term or Renewal TermEmployers shall pay the Executive his Accrued Benefit. The Employers shall also pay the Executive his Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, Executive shall be entitled to receive all within 60 days from Company the Date of Termination, (i) the Employers shall pay the Executive a lump sum in cash severance in an amount equal to 2.6 times the sum of (A) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the 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 the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to three (A) 18 times the amount 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 then applicable Salary, behalf for 18 months from the Date of Termination if the termination occurs on or before Executive had remained employed by the third anniversary of Employers; and (iii) the Effective Date, amounts payable under Subsections (i) and (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to in a bank account specified by Executive lump sum within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such amounts shall be paid in the second calendar year 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 last day of the date the Company is found to have violated this Agreementsuch 60-day period.

Severance. Other than (i) Transferred C Employees who are terminated by the OIB Division within twelve months following the Initial Closing Date shall be entitled to severance benefits that are equal in amount to the case severance benefits, if any, to which such employees would have been entitled under the "CIBC USA Severance Pay Plan for Employees Earning an Annual Based Salary of US $50,000.00 or More," the "CIBC USA Severance Pay Plan for Employees Earning an Annual Based Salary Below US $50,000.00", and the European Restructuring and Support Program (and each other severance program or arrangement maintained by Sellers in each other country in which Transferred C Employees are employed as set forth on Section 5.08(a) of the Seller Disclosure Schedule) (collectively, the "CIBC Severance Plans") had such individuals terminated employment with Sellers under the same circumstances as their termination from employment with the OIB Division. As a timely noticed non-renewal condition of Executive’s employment hereunder receiving separation benefits, any Transferred C Employee will be required to provide Buyer with a fully executed release of any and all claims against Buyer and Sellers, and each of their affiliates and related individual and corporate parties, in a form satisfactory to Buyer and Seller and in compliance with applicable Laws (the “Release”). Transferred C Employees who are employed by the OIB Division on or after the Initial Closing Date shall not be eligible to participate in, or receive benefits under, any severance plans of Sellers. (ii) Seller shall reimburse Buyer for severance benefits paid to Transferred C Employees who are terminated by Buyer within 12 months of the Initial Closing Date, provided that, except as otherwise set forth in Section 4.05(b)(v), the aggregate amount reimbursed by Seller pursuant to this Section 4.05(b)(ii), when taken together with all Seller COBRA Costs incurred by Seller and Buyer COBRA Costs (each as defined in Section 4.14 reimbursed by Seller in accordance with the provisions of Section 4.14 shall not exceed $25 million (the “Severance Cap”). Buyer shall be solely liable for any additional severance amounts paid to the Transferred C Employees to the extent that Sellers' previous reimbursements of Buyer under Section 4.05(b) taken together with any Seller COBRA Costs incurred by Sellers and Buyer COBRA Costs reimbursed by Sellers pursuant to Section 104.14 equal $25 million, if Executive’s and, further, Buyer shall pay directly or reimburse Sellers for any Seller COBRA costs incurred under Section 4.14 to the extent that such costs would cause Sellers' aggregate cost under Sections 4.05 and 4.14 to exceed $25 million. To the extent permissible by applicable Law, tax deductions associated with such terminations shall be recognized by the applicable Seller up to $25 million. Transferred C Employees who are employed by the OIB Division on or after the Initial Closing Date shall not be eligible to participate in, or receive benefits under, any severance plans of Sellers. (iii) Buyer shall provide monthly reports to the Sellers setting forth each employee termination occurring at the OIB Division during the twelve months following the Initial Closing Date (including the termination of Transferred C Employees and former employees of the OIB Division). Such report shall include both voluntary and involuntary terminations and shall include the following information: the name of the employee, the date of termination, the salary of such terminated employee, the reason for termination, and any severance payment made by the OIB Division. Buyer shall also supply Seller with a copy of the fully executed release (in the form of the Release described in Section 4.05(b)(i)) to be obtained from each such employee in accordance with Section 4.05(b)(i). Whether or not to terminate the employment of any Transferred C Employee shall be a decision in the sole discretion of the OIB Division. (iv) With respect to Transferred C Employees whose employment is terminated by Company without Cause for any reason during the Term or Renewal TermOIB Division more than twelve months after the Initial Closing Date, Executive such Transferred C Employee shall be entitled eligible to receive from Company (i) benefits under a cash severance payment equal plan, if any, to three times be maintained by the amount OIB Division for the benefit of similarly situated employees of the Executive’s then applicable Salary, if OIB Division. (v) Any severance costs incurred by Buyer and reimbursed by Seller in connection with the termination occurs of employment of any Asia Employee listed in "Asia Pacific Invest and Corp Banking" line of business on or before the third anniversary Schedule 4.01, and any UK Employee who is listed in "UK Invest and Corp Banking" line of the Effective Datebusiness on Schedule 4.01, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive who is terminated by Company without causethe Buyer within thirty (30) days following the applicable Subsequent Closing Date, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also not be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition subject to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to Cap nor shall it included in calculating the amounts paid toward the Severance Payment plus Cap. (vi) In the sum case of all of any C Front Office Employee described in Section 4.01(f) to whom Buyer declines to make an offer, any severance payable by Seller under the CIBC Severance Plans to such individual and any Seller COBRA costs (as defined in Section 4.14) incurred by Executive, including attorneys’, fees, with respect to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 such individual shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s terminationSeller, except that the Enforcement Payment and shall be due treated as paid by Seller pursuant to Sections 4.05 and payable 4.14, respectively, and thus shall be taken into account in applying the same manner to Executive within ten (10) days of the date the Company is found to have violated this AgreementSeverance Cap described in Section 4.05(b)(ii).

Severance. Other than in During the case of a timely noticed non-renewal of Executive’s employment hereunder pursuant to Section 10Term, if within 18 months after a Change in Control, the Executive’s employment is terminated by Company the Employers without Cause as provided in Section 3(d) or the Executive terminates her employment for any reason during Good Reason as provided in Section 3(e), then the Term or Renewal TermEmployers shall pay the Executive her Accrued Benefit. The Employers shall also pay the Executive her Pro-Rated Bonus at the same time that the Employers pay cash incentive compensation to executives under Section 2(b). Subject to the satisfaction of the Release Condition, Executive shall be entitled to receive all within 60 days from Company the Date of Termination, (i) the Employers shall pay the Executive a lump sum in cash severance in an amount equal to 2.25 times the sum of (A) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Incentive Compensation determined on the Date of Termination (or the Executive’s Incentive Compensation determined immediately prior to the Change in Control, if higher); and (ii) if the Executive was participating in the Employers’ group medical, vision and dental plan immediately prior to the Date of Termination, then the Employers shall provide the Executive with a lump sum payment equal to three (A) 18 times the amount 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 her dependents in the month immediately preceding the Date of Termination, plus (B) the amount the Employers would have contributed to their health reimbursement arrangement on the Executive’s then applicable Salary, behalf for 18 months from the Date of Termination if the termination occurs on or before Executive had remained employed by the third anniversary of Employers; and (iii) the Effective Date, amounts payable under Subsections (i) and (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event of Executive’s termination by the Company without Cause beyond those obligations described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition to the Severance Payment and other sums owed under this Agreement, an additional payment (“Enforcement Payment”) equal to the Severance Payment plus the sum of 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 be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to in a bank account specified by Executive no later than three (3) business lump sum within 60 days after the Executive’s terminationDate of Termination; provided, except however, that if the Enforcement Payment 60-day period begins in one calendar year and ends in a second calendar year, such amounts shall be due and payable paid in the same manner to Executive within ten (10) days second calendar year by the last day of the date the Company is found to have violated this Agreementsuch 60-day period.

Severance. 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 Term or Renewal Term, Executive shall be entitled to receive from Company (i) a cash severance payment equal to three times the amount of the Executive’s then applicable Salary, if the termination occurs on or before the third anniversary of the Effective Date, (ii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term plus an amount equal to twice the Executive’s then applicable Salary, if the termination occurs after the third anniversary of the Effective Date but before the fifth anniversary of the Effective Date, or (iii) a cash severance payment equal to the unpaid portion of the Executive’s then applicable Salary for the remainder of the Term or Renewal Term if the termination occurs after the fifth anniversary of the Effective Date (each, a “Severance Payment”). In the event that the Executive is terminated by Company without cause, then all of Executive’s outstanding Plan awards shall immediately and fully vest. Other than any Change in Control Payment to which Executive may also be entitled in accordance with Section 11; any bonus to which Executive may be entitled under Section 7; or any payment or benefit to which Executive may be entitled under any separate agreement between Executive and the Company, the Company shall have no further obligation to Executive in the event a termination of Executive’s termination this Agreement by the Company without Cause beyond those obligations Just Cause, due to Total Permanent Disability or due to the death of the Executive, or by the Executive for Good Reason, then the Executive or the Executive’s heirs will be entitled to: (a) unpaid compensation and benefits described in this Section 12. If the Company fails to make any payment when due under this Section 12, and Executive initiates arbitration pursuant to Section 17 to enforce his rights under this Agreement, and Company is found to have violated this Agreement, then Company shall be obligated to pay Executive, in addition 2 earned up to the Severance Payment and other sums owed under this Agreement, an additional termination date to be paid within 10 days of termination; (b) a lump sum payment (“Enforcement Payment”less all deductions required by law such as income taxes) equal to the Severance Payment plus then current Base Salary set out in Section 2.1 multiplied by two to be paid within 10 days of termination; (c) the sum continuation of health and welfare benefits described in Section 2.4, for a period terminating on the earlier of (i) the date the Executive obtains employment with another company, and (ii) two years from the date of termination. (d) despite anything to the contrary set out in The Bonus Stock and Bonus Stock Option Incentive Plan (Schedule “A”): (i) all restrictions, including escrow restrictions, satisfaction of milestones on Bonus Stock issued to the Executive will cease and the Executive will have clear title to the Bonus Stock subject to no further restrictions or contingencies, and (ii) all Bonus Stock Options granted as of the costs incurred date of termination will immediately vest in the Executive (and all milestones shall be deemed satisfied), and may be exercised on any date between the date of termination and a date which is 36 months from the date of termination. (e) The Company shall reimburse within 10 days of incurrence, to the full extent provided by law, all legal fees and expenses that the Executive, including attorneys’, fees, to enforce this Agreement. It is explicitly agreed that the Enforcement Payment is a reasonable estimate of the value of time and expense that would be incurred by the Executive to enforce this Agreement and in no case shall be considered a penalty. Any payments due under this Section 12 shall be paid by wire transfer to a bank account specified by Executive no later than three (3) business days after the Executive’s terminationlegal representatives or the Executive’s family may reasonably incur or face arising out of or in connection with this Agreement (but this Agreement only), except including any litigation concerning the validity or enforceability of, or liability under, any provision of this Agreement or any action by the Executive, the Executive’s legal representatives or the Executive’s family to enforce his or their rights under the Agreement (but this Agreement only), provided that the Enforcement Payment shall be due and payable Executive prevails in the same manner to Executive within ten (10) days of the date the Company is found to have violated this Agreementsuch litigation.