Common use of Special Severance Benefits Clause in Contracts

Special Severance Benefits. If your employment with Avid is involuntarily terminated by Avid without Cause pursuant to Section 3(a) or by you for Good Reason pursuant to Section 3(d), then you shall receive the following benefits as long as you continue to comply with your obligations under Section 8 of this Agreement and any Invention and Nondisclosure Agreement (or similar agreement) between you and the Company: (a) Your base salary shall be continued in effect for a period of twelve (12) months from your Date of Termination (hereinafter called your "Severance Pay Period"). Avid will also pay you, during the thirteenth through twenty-fourth months following termination, on a semi-monthly basis, the amount by which your monthly base salary at the Date of Termination exceeds your monthly compensation from your new employer; (b) You will receive incentive compensation payments in an aggregate amount equal to your target award for the calendar year immediately preceding the calendar year in which your Date of Termination occurs, payable in equal semi-monthly installments during the 12 months following the Date of Termination. You shall have no right to any pro-rated incentive compensation in respect of the year of termination; (c) Notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the Date of Termination shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the 12 month period immediately following the Date of Termination. Nothing in this Agreement shall be construed to extend the time period within which any option may be exercised beyond the period specified in the applicable stock plan or under the terms of any grant, award agreement or form for exercising any right under any such plan; (d) During the Severance Pay Period, in the event you elect to continue to participate in the Company's medical and dental plans to the extent permitted under COBRA, the Company shall pay the cost of such participation; and (e) You shall be entitled to full executive outplacement assistance with an agency selected by Avid.

Special Severance Benefits. If your employment with Avid is involuntarily terminated by Avid without Cause pursuant to in accordance with Section 3(a) or by you for Good Reason pursuant to Section 3(d4(a), then you shall receive the following benefits as long as you continue to comply with your obligations under Section 8 of this Agreement and any Invention and Nondisclosure Agreement (or similar agreement) between you and the Companybenefits: (a) Your your base salary shall be continued in effect for a period of twelve (12) months from your Date of Termination (hereinafter called your "Severance Pay Period"); provided that you may, at any time during the Notice Period, request a single lump-sum payment of the aggregate salary payable in accordance with this paragraph 5(a), such payment to be delivered to you within ten (10) business days of your Date of Termination. Avid will also pay you, during the thirteenth months thirteen through twenty-fourth months four following termination, on a semi-monthly basis, the amount by which your monthly base salary at the Date time of Termination termination exceeds your monthly compensation from your new employer; (b) You you will receive an incentive compensation payments payment within ten (10) days of your Date of Termination in one lump-sum in an aggregate amount equal to your target award for the calendar year immediately preceding the calendar year in which your Date of Termination occurs, payable in equal semi-monthly installments during the 12 months following the Date of Termination. You shall have There is no right to any pro-rated incentive compensation in respect of the year of termination; (c) Notwithstanding notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, you shall have the right to continued vesting of any stock options or restricted stock awards held by you outstanding and unexercised as of the first day of your Notice Period until the first to occur of the first anniversary of your Date of Termination shall become exercisable or vested, as the case may be, as to an additional number of shares equal to date the number that would have been exercisable or vested as of the end of the 12 month period immediately following the Date of Termination. Nothing in this Agreement shall be construed to extend the time period within which any option may be exercised beyond the period specified in the applicable stock plan or under the terms of any grant, award agreement or form for exercising any right under any such plan;expires by its terms. (d) During the your Employment Benefits shall be continued during your Severance Pay Period, subject to the right of Avid to make any changes to your Employment Benefits permitted in the event accordance with Section 2; provided, however, that you elect shall not: (i) accumulate vacation pay for periods after your Date of Termination; (ii) first qualify for sickness and accident plan benefits by reason of an accident occurring or a sickness first manifesting itself after your Date of Termination; or (iii) be eligible to continue to participate in the Company's medical and dental plans make any contributions to the extent permitted under COBRA, the Company shall pay the cost any Internal Revenue Code 401(k) plan maintained by Avid or qualify for a share of such participation; andany employer contribution made to any tax qualified defined contribution plan. (e) You you shall qualify for full COBRA health benefit continuation coverage upon the expiration of your Severance Pay Period; (f) you shall be entitled to full executive outplacement assistance with an agency selected by Avid; and (g) you may qualify to commence long-term disability benefits if a qualifying disability should occur during your Severance Pay Period.

Special Severance Benefits. If your employment you sign this Agreement on or after the Termination Date, and fully comply with Avid is involuntarily terminated by Avid without Cause pursuant to Section 3(a) or by the terms of this Agreement, the Company will provide you for Good Reason pursuant to Section 3(d), then you shall receive with the following benefits as long as you continue to comply with your obligations under Section 8 of this Agreement and any Invention and Nondisclosure Agreement (or similar agreement) between you and the Companyspecial severance benefits: (a) Your base You will be paid salary shall be continued in effect for a period of twelve (12) months from your Date of Termination (hereinafter called your "Severance Pay Period"). Avid will also pay you, continuation during the thirteenth through twenty-fourth months following terminationsalary continuation period (“salary continuation period”), on a semi-monthly basisas set forth in Exhibit A, less benefit deductions, tax withholdings and other deductions required by law. You acknowledge that the amount by which your monthly base salary at the Date of Termination exceeds your monthly continuation includes compensation from your new employerand benefits in addition to what you would otherwise be entitled; (b) You will receive incentive compensation payments Medical, dental and life insurance benefits shall be provided throughout the salary continuation period at the levels in an aggregate amount equal effect for you immediately prior to the termination of your target award employment, but in no event greater than the levels in effect for the calendar year immediately preceding the calendar year in which your Date of Termination occurs, payable in equal semi-monthly installments active employees generally during the 12 months salary continuation period, provided that you shall pay the employee portion of any required premium payments at the level in effect for employees of the Company generally. Since as of the Termination Date, you were between the ages of 50 and 55 with 10 or more years of credited service with the Company, you also will be eligible for any post-employment medical and dental coverage that may be offered by the Company following the Date of Termination. You shall have no right to any pro-rated incentive compensation in respect salary continuation period, at the Company’s full cost per participant for such coverage but otherwise on the same terms and conditions as coverage for employees of the year of terminationCompany, provided that the Company may modify or discontinue such post-employment coverage at any time for any reason, without any liability to you; (c) Notwithstanding any provision In further consideration for your execution of this Agreement, the Company will not contest your eligibility for your 2007 bonus pursuant to the contrary Executive Performance Incentive Compensation (EPIC) Plan, and will pay you a bonus under EPIC in the first quarter of 2008 in accordance with the letter to you, dated March 9, 2007 (which is attached as Exhibit E), and a recommended discretionary reduction of 16.7% for having met expectations with respect to non-financial objectives. The Company is agreeing to make this payment to you, in connection with your execution of this Agreement, without prejudice to its position that this amount is not due and owing to you under any Avid stock bonus plan, policy, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the Date of Termination shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the 12 month period immediately following the Date of Termination. Nothing in this Agreement shall be construed to extend the time period within which any option may be exercised beyond the period specified in the applicable stock plan or under the terms of any grant, award agreement or form for exercising any right under any such planpast practice; (d) During The Company will waive Section 4.02(b)(i) of the Severance Pay PeriodSupplemental Executive Benefit Plan (“SEBP”), in a copy of which is attached as Exhibit F, which would otherwise reduce the event amount of your SEBP Retirement Benefit by 60%, and will provide you elect a SEBP Retirement Benefit as calculated pursuant to Section 4.02(b), it being mutually understood that all other provisions of the SEBP shall continue to participate in apply. Your projected annual benefits under the Company's medical SEBP are set forth on Exhibit G; (e) For purposes of the 1998 Moody’s Corporation Key Employees’ Stock Incentive Plan and dental plans to the extent permitted under COBRAAmended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (collectively, the “Stock Incentive Plans”), your termination of employment with the Company shall pay be treated as a “Retirement” within the cost meaning of such participationSection 2(bb) and Section 2(y), respectively. As a consequence, any and all outstanding stock options held by you for more than one year as of the Termination Date shall be exercisable in accordance with the rules of Section 7(f) of the Stock Incentive Plans relating to exercisability upon termination of employment by reason of Retirement, and any outstanding restricted stock award held by you for more than one year as of the Termination Date shall be exercisable in accordance with the rules of Section 9(c)(iv) of the 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan relating to immediate vesting in full of restricted stock upon a termination of employment by reason of Retirement. A schedule of your outstanding stock options and restricted stock grants is attached hereto as Exhibit H; and (ef) You will be provided outplacement services through an outplacement service provider selected by the Company, which said amount shall be determined by your job classification. You will not be entitled to full executive the cost of outplacement assistance with an agency selected by Avidservices if you choose not to elect them. You acknowledge that the special severance benefits set forth above include compensation and/or benefits in addition to what you would otherwise be entitled to receive. The special severance benefits will not become due on or before the Effective Date of the Agreement, as defined in Paragraph 17(f).

Special Severance Benefits. If your employment with Avid is involuntarily terminated by Avid without Cause pursuant to Section 3(a) or by you for Good Reason pursuant to Section 3(d), then you shall receive the following benefits as long as you continue to comply with your obligations under Section 8 of this Agreement and any Invention and Nondisclosure Agreement (or similar agreement) between you and the Company: (a) Your base salary shall be continued in effect for a period of twelve (12) months from your Date of Termination (hereinafter called your "Severance Pay Period"). Avid will also pay you, during the thirteenth through twenty-fourth months following termination, on a semi-monthly basis, the amount by which your monthly base salary at the Date of Termination exceeds your monthly compensation from your new employer; (b) You will receive incentive compensation payments in an aggregate amount equal to your target award for the calendar year immediately preceding the calendar year in which your Date of Termination occurs, payable in equal semi-monthly installments during the 12 months following the Date of Termination. You shall have no right to any pro-rated incentive compensation in respect of the year of termination; (c) Notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the Date of Termination shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the 12 month period immediately following the Date of Termination. Nothing in this Agreement shall be construed to extend the time period within which any option may be exercised beyond the period specified in the applicable stock plan or under the terms of any grant, award agreement or form for exercising any right under any such plan; (d) During the Severance Pay Period, in the event you elect to continue to participate in the Company's medical and dental plans to the extent permitted under COBRA, the Company shall pay the cost of such participation; and; (e) You shall be entitled to full executive outplacement assistance with an agency selected by Avid; and (f) If you do not find employment in Massachusetts following such termination, Avid shall reimburse you for relocation expenses back to California or Minnesota, as you may elect.

Special Severance Benefits. If your employment with Avid (a) If, during the specific time periods listed in subparagraph (b), the Employment is involuntarily terminated by Avid without Cause any of the specific events listed there, then the Executive will be entitled to the following benefits: (i) The Company shall pay to the Executive an amount equal to one-half (1/2) times the sum of (A) one year’s Base Salary, which such Base Salary shall be the highest Base Salary in effect (i) during the 12 months immediately prior to the Termination Date or (ii) during the Employment, if the Employment has lasted less than 12 months plus (B) (i) the average annual bonus earned by the Executive pursuant to Section 3(a4.2 for the most recent two (2) or fiscal years ending prior to the Termination Date (ii) if the Executive has not been employed by you the Company for Good Reason at least two (2) full fiscal years, the greater of (A) the annual bonus that the Executive earned for the immediately preceding fiscal year (if any) and (B) the bonus that the Executive would have been entitled to receive for the fiscal year in which the termination occurs pursuant to Section 3(d), then you shall receive 4.2(a) as though the following benefits as long as you continue to comply with your obligations under Section 8 of this Agreement and any Invention and Nondisclosure Agreement (or similar agreement) between you and Executive had been employed for the Company: (a) Your base salary shall be continued in effect for a period of full twelve (12) months from your Date of the fiscal year prorated based on the number of days the Executive was employed by the Company in such fiscal year. Such amount shall be paid in cash or immediately-available funds in a lump sum on the 60th day following the Termination Date. (hereinafter called your "Severance Pay Period"). Avid will also pay youii) The continuation of insurance and other benefits set forth in Section 6.2 shall be extended by an additional six months. (iii) The amount payable under subparagraph (i) is in addition to, during and not in lieu of, any severance payments due to Executive under the thirteenth through twenty-fourth months following terminationprovisions of Section 6.1 as a result of such termination of Employment, on and the continuation of insurance and other benefits under subparagraph (ii) is in addition to the continuation of benefits under the provisions of Section 6.2 as a semi-monthly basis, the amount by which your monthly base salary at the Date result of Termination exceeds your monthly compensation from your new employer;such termination of Employment. (b) You will receive incentive compensation payments in an aggregate amount equal to your target award for the calendar year immediately preceding the calendar year The specific termination events and time periods in which your Date of Termination occursthe Executive will be entitled to the special severance benefits under Section 10.1(a)(i) above are as follows: (i) the Executive’s Employment is terminated by the Company or its successor in interest, payable in equal semi-monthly installments for any reason other than Cause, at any time during the 12 months following period beginning on the Date Change of TerminationControl date and ending on the date two (2) years after the Change of Control date; or (ii) the Executive Resigns for Good Reason at any time during the period beginning on the Change of Control date and ending on the date two (2) years after the Change of Control date. You shall have no right For the avoidance of doubt, if the Executive’s employment is terminated in connection with the closing of a transaction that constitutes a Change of Control, either by the Company immediately prior to any pro-rated incentive compensation the closing of such transaction or by the successor in respect of interest by refusing to assume this Agreement in its entirety, the year of termination;Executive will be entitled to the special severance benefits under Section 10.1(a)(i) (c) Notwithstanding any provision In addition, all then-outstanding restricted stock, stock option or other equity compensation awards granted by the Company that were unvested immediately prior to the contrary in any Avid Change of Control shall, become fully vested immediately prior to the Change of Control. Immediately prior to the Change of Control, all stock planoptions (to the extent then vested or vesting upon such Change of Control) will be deemed canceled and the Company shall pay, or under cause to be paid, to the terms Executive cash for all such options in an amount equal to the product of any grant(i) the positive difference (if any) between the price per share (or distribution per share, award agreement or form for exercising any right under any if applicable) in such plan, any Change of Control transaction less the exercise price(s) of such stock options or restricted stock awards held by you as of and (ii) the Date of Termination shall become exercisable or vested, as the case may be, as to an additional number of shares equal underlying such stock options. The provisions of this Section 10.1(c) shall control except to the number extent that would have been exercisable or vested as the provisions of the end of the 12 month period immediately following the Date of Termination. Nothing in this Agreement shall be construed to extend the time period within which any applicable restricted stock, stock option may be exercised beyond the period specified in the applicable stock plan or under the terms of any grant, other equity award agreement or form for exercising any right under any such plan;are more favorable. (d) During As a condition to providing the Severance Pay Period, in Executive with the event you elect to continue to participate in the Company's medical special severance benefits under Sections 10.1(a)(i) and dental plans to the extent permitted under COBRA(ii), the Company shall pay will require the cost Executive to first execute a release consistent with the requirements of such participation; and (e) You shall be entitled to full executive outplacement assistance with an agency selected by AvidSection 6.1(b).

Special Severance Benefits. Rxx X. Xxxxxxxxxx July 28, 2003 Page 4 If your employment with Avid FFBC is involuntarily terminated by Avid without Cause pursuant to in accordance with Section 3(a4(a) or by you voluntarily terminate your employment for Good Reason pursuant in accordance with Section 4(d) and you provide FFBC with a separate, written release and covenant not to Section 3(d)sue (on a form provided by and satisfactory to FFBC) which releases FFBC from all claims arising from your employment and termination of your employment, and you do not revoke this release and covenant not to sue, then you shall receive the following benefits as long as you continue to comply with your obligations under Section 8 of this Agreement and benefits, less any Invention and Nondisclosure Agreement (applicable withholding required for federal, state or similar agreement) between you and the Companylocal taxes: (a) Your your base salary shall be continued in effect for a period of twelve twenty-four (1224) months from your Date of Termination (hereinafter called your "“Severance Pay Period"”). Avid will also pay you, during the thirteenth through twenty-fourth months following termination, on a semi-monthly basis, the amount by which your monthly base salary at the Date of Termination exceeds your monthly compensation from your new employer; (b) You if, prior to your Date of Termination, you have participated in the FFBC Performance Incentive Plan for a complete calendar year, you will receive an incentive compensation payments payment within thirty (30) days of your Date of Termination in one lump-sum in an aggregate amount equal to your target award 2.0 times the percentage of the incentive payment made or required to be made for the calendar year pursuant to the Performance Incentive Plan immediately preceding the calendar year in which your Date of Termination occurs, payable in equal semi-monthly installments during the 12 months following the Date of Termination. You shall have no right to any pro-rated incentive compensation in respect of the year of termination; (c) Notwithstanding any provision if your Date of Termination is within twelve (12) months after a Change in Control, you will receive a payment within thirty (30) days of your Date of Termination in one lump-sum in an amount equal to the contrary in total of the following: (i) respect to any Avid stock plan, or under the terms shares of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by Stock subject to an Option granted to you as of the time of the Change in Control under the First Financial Bancorp 1991 Stock Incentive Plan (the “Incentive Plan”) that you cannot exercise as a result of your termination of employment, the difference between the fair market value of such Stock, determined as of your Date of Termination, and the Option Price. (ii) With respect to any Restricted Stock granted to you under the Incentive Plan as of the time of the Change in Control which you forfeit as a result of your termination of employment, the fair market value of such Restricted Stock, determined as of your Date of Termination shall become exercisable and as if all restrictions had been removed. (iii) For purposes of this Section 5, “Stock,” “Options,” “Option Price,” “Restricted Stock” and “Committee” will have the meaning given those terms in the Incentive Plan, and your right to exercise Options or vestedto receive Restricted Stock without forfeiture will be determined after any adjustments made by the Committee under Sections 8.8 and 11.1 of the Incentive Plan, and after any amendments made to the Incentive Plan in connection with the Change in Control. Rxx X. Xxxxxxxxxx July 28, 2003 Page 5 (iv) For purposes of this Section 5 and Section 4(d), “Change in Control” will have the following meaning: (a) a plan has been approved by the shareholders of FFBC and consummated for FFBC to be merged or consolidated with another corporation and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation will be owned in the aggregate by the former shareholders of FFBC as the case may besame shall have existed immediately prior to such merger or consolidation; (b) an agreement for the sale by FFBC of substantially all of its assets to another corporation which is not a wholly owned subsidiary has been approved by the shareholders (or the Board of Directors or appropriate officers if shareholder approval is not required) and consummated; (c) “beneficial ownership” as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) of twenty percent (20%) or more of the total voting capital stock of FFBC then issued and outstanding has been acquired by any person or “group” as defined in Section 13(d)(3) of the Exchange Act; or (d) individuals who were members of the Board of FFBC immediately prior to a meeting of the shareholders of FFBC involving a contest for the election of directors do not constitute a majority of the Board immediately following such election, as to an additional number unless the election of shares equal such new directors was recommended to the number shareholders by the management of FFBC. The Board of FFBC has final authority to determine the exact date on which a Change in Control has occurred under the foregoing definitions. (d) your Employment Benefits shall be continued during your Severance Pay Period, subject to the right of FFBC to make any changes to your Employment Benefits permitted in accordance with Section 2; provided, however, that would have been exercisable or vested as of the end of the 12 month period immediately following the you shall not: (i) accumulate vacation pay for periods after your Date of Termination. Nothing in this Agreement shall ; (ii) first qualify for long-term disability benefits or sickness and accident plan benefits by reason of an illness, accident or disability occurring, or a sickness or illness first manifesting itself, after your Date of Termination; (iii) be construed eligible to extend the time period within which continue to make contributions to any option may be exercised beyond the period specified in the applicable stock Internal Revenue Code § 401(k) plan maintained by FFBC or under the terms qualify for a share of any grant, award agreement or form for exercising employer contribution made to any right under any such tax-qualified defined contribution plan; (div) During the Severance Pay Periodbe eligible to accumulate service for pension plan purposes; or (v) retain any personal property (motor vehicle, in the event computer, etc.) provided to you elect to continue to participate in the Company's medical and dental plans to the extent permitted under COBRA, the Company shall pay the cost of such participation; andby FFBC. (e) You you shall qualify for full COBRA health benefit continuation coverage upon the Rxx X. Xxxxxxxxxx July 28, 2003 Page 6 expiration of your Severance Pay Period; (f) you shall be entitled to full executive outplacement assistance with an agency selected by AvidFFBC with the fee paid by FFBC in an amount not to exceed five percent (5%) of your annual base salary; (g) with respect to the Endorsement Method Split Dollar Plan Agreement (the “Split Dollar Agreement”) to which you are a party (and solely for purposes of the Split Dollar Agreement), the duration of your Severance Pay Period shall be considered as if it were active employment for purposes of determining whether you were eligible to receive a retirement benefit under the early retirement provisions of First Financial Bancorp Employees’ Pension Plan, as provided in Section VI(B) of the Split Dollar Agreement; and (h) If your Date of Termination is within twelve (12) months after a Change in Control, and provided that you either elect to have that Policy described in your Split Dollar Agreement assigned to you as specified in Section IX of the Split Dollar Agreement or you consent to the termination of your rights under the Split Dollar Agreement, you will receive a payment (the “Split Dollar Payment”) within ninety (90) days of your Date of Termination in one lump-sum equal to the present value of the death benefit you would have received under the Split Dollar Agreement, determined as if your last day of work was your Date of Termination, were then eligible to receive a retirement benefit under the early, normal, late, or disability retirement provisions of First Financial Bancorp Employees’ Pension Plan (whether or not this is actually the case), and died at age 75 when the Split Dollar Agreement was still in effect. For purposes of this Section 5, present value will be determined using a discount rate based upon the effective U.S. Treasury securities rate for the applicable discount period (the number reached by subtracting your age at Date of Termination from 75), not to exceed 10 years. Notwithstanding the prior two sentences, if you elect to receive an assignment of the policy under Section IX of the Split Dollar Agreement, the Split Dollar Payment shall be applied to the cash payment to FFBC required under Section IX of the Split Dollar Agreement, and any portion of the Split Dollar Payment in excess of the amount required under Section IX shall be paid to you. The provisions of this Paragraph (h) will apply whether or not your Split Dollar Agreement is terminated before you receive the Split Dollar Payment. (i) Notwithstanding any other provision of this Agreement, if the receipt of any payment under Section 5 of this Agreement, in combination with any other payments to you from FFBC or its affiliates, shall, in the opinion of independent tax counsel of recognized standing selected by FFBC, result in the payment by you of any excise tax provided for in Section 280G and Section 4999 of the Internal Revenue Code, then the amount of payments under Section 5 of this Agreement shall be reduced to the extent required, in the opinion of independent tax counsel, to prevent the imposition of such excise tax. The reduction of Rxx X. Xxxxxxxxxx July 28, 2003 Page 7 payments under this Agreement shall be made after any reduction made under Section 11.2 of the First Financial Bancorp 1991 Stock Incentive Plan and you will have the right to select the order in which payments under this Section 5 will be reduced. The release and covenant not to sue which you agree to provide prior to the receipt of special severance benefits under this Section 5 of this Agreement shall comply with the requirements of the Older Workers Benefit Protection Act and applicable state and federal laws and regulations. If you do not provide FFBC with a written release and covenant not to sue, any claims concerning this Agreement or otherwise arising from your employment with FFBC, or its affiliate banks, shall be subject to final and binding arbitration as described in Section 7.

Special Severance Benefits. If your employment with Avid is involuntarily terminated by Avid without Cause pursuant to Section 3(a) or by you for Good Reason pursuant to Section 3(d), then you shall receive the following benefits as long as you continue to comply with your obligations under Section 8 of sign this Agreement and also sign Exhibit A on or after the Termination Date, and fully comply with the terms of both this Agreement and Exhibit A, in addition to any Invention accrued but unpaid salary through the Termination Date, and Nondisclosure Agreement (or similar agreement) between you reimbursement of any unreimbursed business expenses incurred prior to the Termination Date and submitted and approved in accordance with the policy of the Company, and any rights you may have to payments or benefits under any benefit plan of the Company in which you participate, in accordance with the terms and conditions thereof, the Company will provide you with the following special severance benefits: (a) Your base You will be paid salary shall be continued continuation from August 1, 2008, through July 31, 2009 (“salary continuation period”), as set forth in effect for a period of twelve (12) months from your Date of Termination (hereinafter called your "Severance Pay Period"). Avid will also pay youExhibit B, during the thirteenth through twenty-fourth months following terminationless benefit deductions, on a semi-monthly basis, the amount tax withholdings and other deductions required by which your monthly base salary at the Date of Termination exceeds your monthly compensation from your new employerlaw; (b) You will receive incentive compensation payments Medical, dental and life insurance benefits shall be provided throughout the salary continuation period at the levels in an aggregate amount equal effect for you immediately prior to your target award the Termination Date, but in no event greater than the levels in effect for the calendar year immediately preceding the calendar year in which your Date of Termination occurs, payable in equal semi-monthly installments active employees generally during the 12 months salary continuation period, provided that you shall pay the employee portion of any required premium payments at the level in effect for employees of the Company generally. Since as of the Termination Date, you will be between the ages of 50 and 55 with 10 or more years of credited service with the Company, you also will be eligible for any post-employment medical and dental coverage that may be offered by the Company following the Date of Termination. You shall have no right to any pro-rated incentive compensation in respect salary continuation period, at the Company’s full cost per participant for such coverage but otherwise on the same terms and conditions as coverage for employees of the year of terminationCompany, provided that the Company may modify or discontinue such post-employment coverage at any time for any reason, without any liability to you, so long as any such modification or discontinuance is applicable generally to similarly situated individuals in addition to you; (c) Notwithstanding any provision to In further consideration for your execution of this Agreement and Exhibit A, the contrary in any Avid stock plan, or Company will pay you a prorated bonus under the terms of any grant, award agreement or form Executive Performance Incentive Compensation (EPIC) Plan for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the Date of Termination shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the 12 month period immediately following the Date of Termination. Nothing in this Agreement shall be construed to extend the time period within which any option may be exercised beyond the period specified 2008 in the applicable stock plan or under first quarter of 2009 in accordance with the terms letter to you, dated February 13, 2008, representing 7/12 of any grant$810,900, award agreement or form for exercising any right under any such plan;which is the target amount set forth in that letter; and (d) During The Company will waive Section 4.02(b)(i) of the Severance Pay PeriodSupplemental Executive Benefit Plan (“SEBP”), in which would otherwise reduce the event amount of your SEBP Retirement Benefit by 60%, and will provide you elect a SEBP Retirement Benefit as calculated pursuant to Section 4.02(b), it being mutually understood that all other provisions of the SEBP shall continue to participate in the Company's medical and dental plans to the extent permitted under COBRA, the Company shall pay the cost of such participationapply; and (e) For purposes of the 1998 Xxxxx’x Corporation Key Employees’ Stock Incentive Plan and the Amended and Restated Moody’s Corporation 2001 Key Employees’ Stock Incentive Plan (collectively, the “Stock Incentive Plans”), your termination of employment with the Company shall be treated as a “Retirement” within the meaning of Section 2(bb) and Section 2(y), respectively. As a consequence, any and all outstanding stock options held by you for more than one year as of the Termination Date shall be exercisable in accordance with the rules of Section 7(f) of the Stock Incentive Plans relating to exercisability upon termination of employment by reason of Retirement, and any outstanding restricted stock award held by you for more than one year as of the Termination Date shall be treated in accordance with the rules of Section 9(c)(iv) of the Moody’s Corporation 2001 Key Employees’ Stock Incentive Plan relating to immediate vesting in full of restricted stock upon a termination of employment by reason of Retirement. The Company’s agreement to treat your termination as a Retirement is conditioned on your agreeing to pay, and paying, in an amount and in a manner determined by the Company, FICA taxes or any similar taxes that become payable by reason of the Company’s agreement, and the Company’s agreement will become void without further notice if you fail to pay the specified amount by the date determined by the Company, such date not to occur prior to five business days following the Company’s delivery to you of a written statement containing the specified amount and calculation thereof. The terms of this Paragraph 2(e) shall apply to the outstanding stock options and restricted stock awards set forth on Exhibit C; and (f) You will be provided outplacement services through an outplacement service provider selected by the Company, which said amount shall be determined by your job classification. You will not be entitled to full executive the cost of outplacement assistance with an agency selected by Avidservices if you choose not to elect them. You acknowledge that the special severance benefits set forth above include compensation and/or benefits in addition to what you would otherwise be entitled to receive. The special severance benefits will not become due on or before the Effective Date of the Agreement, as defined in Paragraph 17(f).

Special Severance Benefits. If (a) If, during the course of your employment with Avid the Company or any of its affiliates, your employment is involuntarily terminated by Avid without for any reason other than Cause pursuant (as defined in the Company’s Long Term Incentive Plan (the “LTIP”)) you will receive two (2) years’ pay (defined as base pay and target bonus at the time of the termination of your employment), payable over three (3) years, and full employee benefits coverage for three (3) years, and if you participate in an executive supplemental payment plan at the time of your termination of employment, coverage under the executive supplemental payment plan according to its terms and conditions for three (3) years. These special severance benefits replace any compensation or benefits under the Rxxxxxxx American Salary and Benefits Continuation Program (“SBC”). It is intended that you will not receive any less pay or benefits than provided under the SBC obligation; provided, however, that any payment under this Section 1(a) is conditioned upon your execution of the release described in Section 3(a) or by ). In the event that you for Good Reason pursuant to do not execute the release described in Section 3(d3(a), then you shall receive will not be entitled to any benefits under this agreement and will be entitled only to those benefits provided under the following benefits as long as you continue to comply with your obligations under Section 8 of this Agreement and any Invention and Nondisclosure Agreement (or similar agreement) between you and the Company: (a) Your base salary shall be continued in effect for a period of twelve (12) months from your Date of Termination (hereinafter called your "Severance Pay Period"). Avid will also pay you, during the thirteenth through twenty-fourth months following termination, on a semi-monthly basis, the amount by which your monthly base salary at the Date of Termination exceeds your monthly compensation from your new employer;SBC obligation. (b) You will receive incentive compensation payments For purposes of this agreement, your employment shall be deemed to have been terminated for “Cause” if the termination of employment results from your: (i) criminal conduct; (ii) deliberate and continual refusal to perform employment duties on substantially a full time basis; (iii) deliberate and continual refusal to act in accordance with any specific lawful instructions of an aggregate amount equal to your target award for the calendar year immediately preceding the calendar year in which your Date of Termination occurs, payable in equal semi-monthly installments during the 12 months following the Date of Termination. You shall have no right to any pro-rated incentive compensation in respect authorized officer or employee more senior than you or a majority of the year Board of termination;Directors of the Company; or (iv) deliberate misconduct which could be materially damaging to the Company or any of its business operations without a reasonable good faith belief by you that such conduct was in the best interests of the Company. A termination of employment shall not be deemed for Cause hereunder unless the senior human resources executive of the Company shall confirm that any such termination of employment is for Cause. Any voluntary termination of employment by you in anticipation of an involuntary termination of employment for Cause shall be deemed to be a termination of employment for Cause. (c) Notwithstanding any provision to the contrary contained herein, in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by event that you as are deemed to be a “Key Employee” of the Date Company (as defined below), to the extent required under Section 409A of Termination shall become exercisable or vestedthe Internal Revenue Code of 1986, as amended (the case may be“Code”) and the regulations promulgated thereunder, as to an additional number payment of shares your severance benefits will not commence before the date which is at least six (6) months after the date of your separation from service with the Company or any of its affiliates (or, if earlier, the date of your death). Any cash payment delayed under this Section 1(c) will accrue interest during the period the payment is delayed equal to the number that would have been exercisable or vested as average prime rate of JPMorgan Chase & Co. for the end of the 12 six-month period immediately following the Date of Termination. Nothing in this Agreement shall be construed to extend the time period within which any option may be exercised beyond the period specified in the applicable stock plan or under the terms of any grant, award agreement or form for exercising any right under any such plan;period. (d) During the Severance Pay PeriodFor purposes of this agreement, in the event you elect to continue to participate in the Company's medical and dental plans to the extent permitted under COBRA, a “Key Employee” means an employee of the Company shall pay who is a key employee within the cost meaning of such participation; andSection 409A of the Code and the regulations promulgated thereunder. (e) You shall Involuntary termination of your employment without Cause will be entitled deemed to full executive outplacement assistance with an agency selected have occurred if you voluntarily terminate your employment after the occurrence of one (1) or more of the following events: (i) the total amount of your base salary and targeted awards under the LTIP and the Company’s Annual Incentive Award Plan (the “AIAP”), or successor plans, is at any time reduced by Avidmore than twenty percent (20%) without your consent; provided, however, that nothing herein will be construed to guarantee your target award if performance is below target; (ii) your responsibilities are substantially reduced in importance without your consent; or (iii) you are at any time required as a condition of continued employment to become based at any office or location more than the minimum number of miles required by the Internal Revenue Service for you to claim a moving expense deduction, from your then current place of employment without your consent, except for travel reasonably required in the performance of your responsibilities. Unless you provide written notification of your non-consent to any of the events described in (i), (ii) or (iii) above within ninety (90) days after the occurrence of any such event, you will be deemed to have consented to the occurrence of such event or events and no deemed involuntary termination will occur. If you provide written notice of your non-consent to any of the events described in (i), (ii) or (iii) above within ninety (90) days after the occurrence of any such events, your employment by the Company or any of its affiliates will be deemed to have been involuntarily terminated ninety (90) days after receipt of such written notice by the Company or any of its affiliates. (f) For the purpose of calculating benefits under the Company’s non-qualified defined benefit pension plans, you will be deemed to be paid throughout the three-year special severance pay period at a rate equal to your base pay and target bonus immediately prior to the involuntary termination of your employment. For purposes of life insurance and disability, benefits will be based on your base pay in effect immediately prior to the involuntary termination of your employment.

Special Severance Benefits. If your in connection with a Spin-Merge Transaction, the Executive’s employment with Avid is involuntarily terminated by Avid without Cause pursuant to Section 3(a) the Company for any reason other than for Cause, Disability or by you death, or if the Executive resigns for Good Reason pursuant Reason, subject to Section 3(d), then you shall receive the following benefits as long as you continue to comply with your obligations under Section 8 of this Executive signing the Separation Agreement and any Invention and Nondisclosure Agreement (or similar agreement) between you Release, and the CompanySeparation Agreement and Release becoming irrevocable, all within the 60-day Period, the Executive shall be entitled to the following: (a) Your The Company shall pay to the Executive a severance amount equal to the sum of (i) the Executive’s then current annual base salary shall be continued in effect for a period of twelve and Target Variable Cash Compensation and (12ii) months from your Date of Termination (hereinafter called your "Severance Pay Period"). Avid will also pay you, during the thirteenth through twenty-fourth months following termination, on a semi-monthly basis, the amount by which your monthly base salary at the Date of Termination exceeds your monthly compensation from your new employer;$2.0 million. (b) You will receive incentive compensation payments On the date the Separation Agreement and Release becomes irrevocable, the Executive shall become vested in an aggregate amount equal to your target all of his then outstanding unvested equity awards with time-based vesting (other than any time-based equity awards granted as part of a “refresh” award for 2016 as described in Section 3 of this Agreement) and in all of his outstanding unvested equity awards with performance-based vesting (other than any performance-based equity awards granted as part of a “refresh” award for 2016 as described in Section 3 of this Agreement) with the calendar year immediately preceding awards deemed earned at the calendar year higher of actual achievement of the performance metrics to date or target. Notwithstanding the terms of the existing equity award agreements, the forfeiture of such portion of the equity awards shall be delayed until the end of the 60-day Period. Shares of the Company’s common stock underlying any such restricted stock units shall be issued to the Executive upon the Separation Agreement and Release becoming irrevocable in which your Date of Termination occurs, payable in equal semi-monthly installments during accordance with the 12 months following foregoing (it being understood that the Date of Termination. You Executive shall have no right rights with respect to any pro-rated incentive compensation in respect such shares of common stock unless and until they are issued to the year of termination;Executive). (c) Notwithstanding any provision The Company shall provide the Executive, and his eligible dependents, at the Company’s expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA for 18 months following the date of termination (the “COBRA Coverage Period”), provided that the Executive timely executes all necessary COBRA election documentation and remains eligible for COBRA coverage. COBRA election documentation will be sent to the contrary in any Avid stock plan, or under Executive after the terms Executive’s date of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the Date of Termination shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the 12 month period immediately following the Date of Termination. Nothing in this Agreement shall be construed to extend the time period within which any option may be exercised beyond the period specified in the applicable stock plan or under the terms of any grant, award agreement or form for exercising any right under any such plan;termination. (d) During the Severance Pay Period, in the event you elect to continue to participate in the Company's medical and dental plans to the extent permitted under COBRA, the The Company shall pay the cost of such participation; andPro-Rated Bonus to the Executive, but the Pro-Rated Bonus shall be calculated based on Target Variable Cash Compensation. (e) You The amount payable under subsections (a) and (d) shall be paid in a lump sum on the next regularly-scheduled payroll date following the date that the Separation Agreement and Release becomes irrevocable and in any event during the 60-day Period; provided, however, that if the 60-day Period begins in one calendar year and ends in a second calendar year and the lump sum amount would have been payable during the first calendar year based on the foregoing, the severance amount shall instead be paid on the first regularly-scheduled payroll date in the second calendar year and no later than the last day of the 60-day Period. For the avoidance of doubt, if the Executive accepts the position of President and Chief Executive Officer with the party to the Spin-Merge Transaction, he shall not be deemed to incur a termination of employment under this Agreement and shall not be entitled to full executive outplacement assistance any benefits under this Section 8. Notwithstanding the foregoing, if the Executive becomes eligible to receive severance payments under this Section 8, he shall not be eligible to receive severance payments under Section 7 hereof or under any Change in Control Agreement with an agency selected by Avidthe Company. This Section 8 shall survive the Protection Period Date but shall cease to apply after a Spinoff.

Special Severance Benefits. If your employment with Avid is involuntarily terminated by Avid without Cause pursuant (A) The Director shall be entitled to Section 3(a) or by you for Good Reason pursuant to Section 3(d), then you shall receive the following severance and welfare benefits as long as you continue to comply with your obligations under Section 8 of described in this Agreement and any Invention and Nondisclosure Agreement (or similar agreement) between you and the Company: (a) Your base salary shall be continued in effect for a period of twelve (12) months from your Date of Termination (hereinafter called your "Severance Pay Period"). Avid will also pay youclause 23 if, during the thirteenth through twenty-fourth months following terminationterm of appointment described in clause 2, on (x) there is a semi-monthly basisChange in Control and the Director terminates his employment with the Company, each Chesapeake Company and each Associated Company and their successors thereafter with Good Reason or (y) there is a sale or other divestiture of the amount Company or substantially all of its assets by which your monthly base salary at Chesapeake and the Date of Termination exceeds your monthly compensation from your new employer;Director terminates his employment with the Company, Chesapeake, each Chesapeake Company and each Associated Company and their successors thereafter with Good Reason. (bi) You will receive incentive compensation payments in The severance benefit payable under clause 23 is an aggregate amount equal to your the sum of (x) three times the Director's annual base salary (as in effect on the date the Director ceases to be employed by the Company, Chesapeake, each Chesapeake Company and each Associated Company and their successors or, if greater, the highest annual rate of base salary as in effect during the twelve months preceding such cessation of employment) and (y) three times the Director's annual incentive plan target award for the calendar year immediately preceding the calendar year in which your Date the Director ceases to be employed by the Company, Chesapeake, each Chesapeake Company and each Associated Company and their successors or, if greater, the year preceding such cessation of Termination occursemployment. The severance benefit described in the preceding sentence shall be reduced by the amount of any severance benefit payable to the Director under the Chesapeake Corporation Salaried Employees' Benefits Continuation Plan. The severance benefit payable under this clause 23, payable less applicable taxes and other authorized deductions, shall be paid in equal semi-monthly installments during the 12 months a single sum as soon as practicable following the Date Director's cessation of Termination. You shall have no right to any pro-rated incentive compensation in respect employment with the Company, Chesapeake, each Chesapeake Company and each Associated Company and their successors. (ii) The welfare benefits provided under this clause 23 are continued coverage of the year of termination; (c) Notwithstanding any provision to Director and the contrary in any Avid stock planDirector's eligible dependents under all life, or under the terms of any grantdisability, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the Date of Termination shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the 12 month period immediately following the Date of Termination. Nothing in this Agreement shall be construed to extend the time period within which any option may be exercised beyond the period specified in the applicable stock plan or under the terms of any grant, award agreement or form for exercising any right under any such plan; (d) During the Severance Pay Period, in the event you elect to continue to participate in the Company's medical and dental benefit plans and programs in which the Director participates immediately prior to the extent permitted under COBRADirector's date of termination on such terms as are then in effect. In the event that the continued coverage of the Director or the Director's eligible dependents in any such plan or program is barred by its terms, the Company shall pay arrange to provide the cost Director and the Director's eligible dependents with benefits substantially similar to those to which they are entitled to receive under such plans or programs. The continued coverage provided under this clause 23 shall continue until the earlier of such participation; and(x) the third anniversary of the Director's cessation of service to the Company, Chesapeake, each Chesapeake Company and each Associated Company and their successors and (y) the date that the Director is eligible for similar coverage under another employer's plan. (eB) You shall be entitled to full executive outplacement assistance with an agency selected by AvidThe term "Change in Control" has the same meaning, as of any applicable date, as set forth in the Chesapeake Corporation Benefits Plan Trust (as in effect on such date).