Common use of Term of Employment Clause in Contracts

Term of Employment. The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;

Term of Employment. The initial term of Employee's Executive’s employment under pursuant to this Agreement shall commence on January 1, 2000 the Effective Date and shall terminate on the earliest to occur of the following (in any case, the “Term”) (the word “Term,” as used throughout this Agreement, shall include any extensions of the Term, as set forth in this Agreement or as otherwise agreed upon by the parties): (a) the close of business on December 31, 2001; 2013, provided, howeverthat if the Company has not given Executive Notice of its decision not to renew the Term on or before April 1, that this Agreement 2013, then, unless otherwise terminated as provided below, the Term shall be automatically extended for additional terms until the earlier of one year each unless not later than October 31 (i) a date which is nine (9) months following delivery after April 1, 2013 by the Company to Executive of any year beginning in 2001, either party has given written notice to the other party Notice of its or his intention decision not to extend the term of this Agreement; and provided, Term further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: and (aii) Upon the termination of the business or corporate existence of the CorporationDecember 31, 2014; (b) Upon the death of the EmployeeExecutive; (c) At delivery to Executive of written Notice (as defined below) of termination by the Corporation's option, Company if Employee Executive shall suffer a permanent disability; “Permanent Disability,” which for purposes of this Agreement shall mean Executive’s inability to perform his duties and obligations under this Agreement for a period of 90 or more work days in any 12-month period by reason of a medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months; (d) delivery to Executive of written Notice of termination by the Company for “Cause,” which Notice shall identify the particular details of the conduct that the Company believes constitutes Cause. For the purposes of this Agreement, "permanent disability" means “Cause” shall mean: (i) any physical act or mental impairment omission knowingly undertaken or omitted by Executive with the intent of causing damage to the Company, its properties, assets or business or its stockholders, officers, directors or employees; (ii) any fraud, misappropriation or embezzlement by Executive resulting in a material personal profit to Executive, in any case, involving properties, assets or funds of the Company or any of its subsidiaries; (iii) Executive’s consistent failure to materially perform his normal duties as described in Section 1.2, other than any such failure resulting from Executive’s Permanent Disability; (iv) conviction of, or pleading nolo contendere to, (A) any crime or offense involving monies or other property of the Company; or (B) any felony offense involving a crime of moral turpitude; or (v) Executive’s chronic or habitual use or consumption of drugs or alcoholic beverages, in either case, that renders causes material damage to the Employee unable for a period Company, its properties, assets or business, provided, that to the extent any circumstances that would otherwise constitute Cause shall be capable of six cure, including without limitation subsections (6iii) months or more and (v) of this paragraph, Executive shall be given no less than thirty days written notice by the Company to perform the essential job functions cure such circumstances prior to any termination of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination employment for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by lawCause; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;

Term of Employment. 2.1 The initial term of Employeeemployment shall be four years, commencing with the date hereof, unless sooner terminated as provided in this Agreement. 2.2 Notwithstanding the provisions of Section 2.1 hereof, each of the Corporation and the Partnership shall have the right, on written notice to the Executive, to terminate the Executive's employment under this Agreement for Cause (as defined in Section 2.3), such termination to be effective as of the date on which notice is given or as of such later date otherwise specified in the notice and, upon such termination of employment for Cause, Executive shall commence not be entitled to receive any additional compensation hereunder. The Executive shall have the right, on January 1written notice to the Corporation and the Partnership, 2000 and shall to terminate the Executive's employment for Good Reason (as defined in Section 2.4), such termination to be effective as of the date on December 31, 2001which notice is given or as of such later date otherwise specified in the notice; provided, however, that this Agreement the Executive's right to terminate Executive's employment shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to lapse 60 days after the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: events specified in clauses (aiii) Upon the termination or (iv) of the business or corporate existence definition of the Corporation;Good Reason. (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (2.3 For the purposes of this Agreement, the term "permanent disabilityCause" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of mean any of the following actions by the Executive: (a) failure to comply with any of the material terms of this Agreement or of any of Employee's duties or obligations hereunderAgreement, or in the event the Corporation determines that Employee is which shall not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance be cured within 10 days after written notice, or if the Corporationsame is not of a nature that it can be completely cured within such 10 day period, at its sole option, may terminate if Executive shall have failed to commence to cure the Employee's services immediately same within such 10 day period and pay him an amount that is equivalent shall have failed to ten pursue the cure of the same diligently thereafter; (10b) calendar days engagement in gross misconduct injurious to the business or reputation of his salary, less any deductions required the Corporation or the Partnership; (c) knowing and willful neglect or refusal to attend to the material duties assigned to the Executive by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion Board of Directors of the Corporation, (1) constitutes dishonesty of any kind (including, but which shall not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customersbe cured within 10 days after written notice;

Term of Employment. The Company hereby agrees to employ the Executive and the Executive hereby agrees to continue to serve the Company, in accordance with the terms and conditions set forth herein, for an initial period of three (3) years, commencing as of the Effective Date of this Agreement, as indicated above; subject, however, to earlier termination as expressly provided in Section 6 herein. The initial term three (3) year Employment Term (as defined below) of Employee's employment under this Agreement shall commence be extended automatically for one (1) additional month beginning with the first day of the twenty-third (23rd) month of the initial three (3) year term, and on January 1the first day of each month thereafter the Employment Term of this Agreement automatically shall be extended one additional month; provided, 2000 however, either party may give the other party written notice that, beginning with the first of the month that is at ninety (90) days after the date of the notice, the Employment Term shall cease to be extended with respect to any termination of the Executive's employment other than a termination occurring during the Window Period (as defined in Section 6.7 herein). In the event such notice of intent not to renew is properly delivered by either party, then the Employment Term of this Agreement, along with all corresponding rights, duties, and covenants with respect thereto, shall terminate on December 31automatically expire ninety (90) days following the end of the later of the initial three- year Employment Term or, 2001if applicable, the extended Employment Term then in effect; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon notwithstanding the termination of the business or corporate existence of Employment Term (i) the Corporation; provisions contained in Section 8 herein shall survive such expiration and (bii) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges provisions and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms protections of this Agreement concerning a Change in Control of the Company (as defined in Section 7 herein), including, without limitation, a Change in Control that occurs after the termination of the Employment Term, shall continue without interruption or change. This Agreement provides (x) for the employment of the Executive for an initial fixed term, which may be extended, (such term, as it may be extended, is referred to herein as the "Employment Term"), and (y) separately, whether or not the Employment Term has expired before a Change in Control of the Company occurs, for Change in Control employment protection for the Executive for as long as the Executive remains an employee of the Company (or any parent or subsidiary), and also with respect to certain terminations of Employeethe Executive's duties or obligations hereunderemployment occurring during the Window Period prior to a Change in Control. Further, or notwithstanding anything in the event the Corporation determines that Employee is not performing the duties required of him hereunder this Agreement to the satisfaction contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Corporation. In lieu of providing ten Executive (10or the Executive's beneficiaries) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent have arisen (contingently or otherwise) under this Agreement on or prior to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;such termination.

Term of Employment. (A) The initial term of Employee's ’s employment under this Agreement shall commence on January 1, 2000 2008 and shall terminate on December 31, 20012010; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 20012010, either party has given written notice to the other party of its or his Employee’s intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a1) Upon the termination of the business or corporate existence of the Corporation; (b2) At the Corporation’s option, in the event the Corporation determines that Employee is not performing the duties required of Employee hereunder to the satisfaction of the Corporation; (3) Upon the death of the Employee; (c4) At the Corporation's ’s option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "“permanent disability" ” means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his Employee’s position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he Employee shall voluntarily submit to a medical or psychological examination for the purpose of determining his Employee’s continued fitness to perform the essential functions of his Employee’s position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his Employee’s representative in writing and the termination shall become effective on the date that such notification is given.) or; (d5) At the Corporation's ’s option, upon ten (10) calendar days' ’ written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's ’s duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' ’ advance written notice, the Corporation, at its sole option, may terminate the Employee's ’s services immediately and pay him Employee an amount that is equivalent to ten (10) calendar days of his Employee’s salary, less any deductions required by law; (e6) At the Corporation's ’s option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's ’s relations, interactions or dealings with the Corporation or its customers;; (2) constitutes a felony; (3) potentially may or will expose the Corporation to public disrepute or disgrace, or potentially may or will cause harm to the customer relations, operations or business prospects of the Corporation; (4) constitutes harassment or discrimination towards any person associated with the Corporation, whether an employee, agent or customer, based upon that person’s race, color, national origin, sex, age, disability, religion, or other protected status; (5) reflects disruptive or disorderly conduct, including but not limited to, acts of violence, fighting, intimidation or threats of violence against any person associated with the Corporation, whether an employee, agent or customer, or possessing a weapon while on the Corporation’s premises or while acting on behalf of the Corporation; (6) is indicative of abusive or illegal drug use while on the Corporation’s premises or while acting on the Corporation’s behalf; or (7) constitutes a willful violation of any governmental rules or regulations; or (7) At the Employee’s option, after providing the Corporation with at least thirty (30) calendar days advance written notice of Employee’s intention to terminate the employment relationship. If employment is terminated for any of the reasons set forth in subparagraphs (3) through (7) of this section 2(A), Employee shall be entitled to receive only the Base Salary (as that term is hereinafter defined) accrued but unpaid as of the date of the termination and shall be ineligible to receive any additional compensation or severance pay. If, on the other hand, employment is terminated by the Corporation during the term of this Agreement for any reason other than those set forth in paragraphs (3) through (7) of this section 2(A), subject to the conditions set forth in paragraphs 2(C) and (D) of this Agreement, the Corporation shall provide severance pay to Employee in an amount based upon Employee’s length of service with the Corporation. Specifically, the Corporation shall provide Employee with six (6) months of Base Salary if Employee has less than five (5) years of service with the Corporation as of the date of Employee’s termination and with twelve (12) months of Base Salary if Employee has five (5) or more years of service with the Corporation as of the date of Employee’s termination. Such severance pay shall be paid in equal monthly installments, unless the Corporation, within its sole discretion, elects to pay the present value of the severance pay in a lump sum within thirty (30) calendar days of the termination. (B) If employment is terminated in conjunction with a change in the control of the Corporation or in conjunction with the sale of substantially all of the operating assets of the Corporation, the Corporation will provide Employee with severance pay under the circumstances specified in subparagraphs (1) and (2) of this paragraph (B), and the conditions set forth in paragraphs 2(C) and (D) of this Agreement. For the purposes of this Agreement, a “change in control” is defined as the sale of substantially all of the operating assets of the Corporation or the acquisition of more than fifty percent (50%) of the stock of the Corporation by a group of shareholders or an entity which acquires control of the Corporation (a “Purchaser”). (1) If the change in control or the sale results in the involuntary termination of Employee or results in the Employee electing to terminate Employee’s employment for a good reason as determined by the Corporation (such as the Purchaser refusing to offer full time employment to Employee on terms comparable to those provided by the Corporation prior to the acquisition or the Purchaser requiring Employee to move to a new location), the Corporation shall provide Employee with severance pay in an amount that is equal to two times Employee’s annual Base Salary and shall pay Employee any reasonably anticipated Performance Bonus for the fiscal year in which Employee was terminated on a prorated basis. (2) If Employee voluntarily terminates Employee’s employment without a good reason (as determined by the Corporation) within ninety (90) days after the change in control or the sale, the Corporation shall provide Employee with six (6) months of Base Salary if Employee has less than five (5) years of service with the Corporation as of the date of Employee’s termination and with twelve (12) months of Base Salary if Employee has five (5) or more years of service with the Corporation as of the date of Employee’s termination. (3) For purposes of this paragraph 2(B), in the event a change of control occurs after April 1, 2007, Employee may take up to nine (9) months from the date of change of control to claim severance pay, as provided in paragraph 2(B)(1) and (2). (C) The severance pay provided for in section 2(A) of this Agreement shall be paid in equal monthly installments, unless the Corporation, within its sole discretion, elects to pay the present value of the severance pay in a lump sum within thirty (30) calendar days of the termination. For purposes of calculating the present value of the severance pay, the discount rate shall be the prime rate quoted in the Wall Street Journal on the day the Corporation elects to pay the present value of the severance pay in a lump sum. (D) Notwithstanding anything to the contrary, (i) the amount of severance pay provided under this Agreement shall not under any circumstances exceed the limitations set forth in § 280G of the Code, and (ii) the Corporation’s obligation to pay the severance pay provided for in this section 2 shall be conditioned on Employee’s execution of a written release satisfactory to the Corporation.

Term of Employment. (a) The initial term of Employee's Executive’s employment under this Agreement (the “Term of Employment”) shall commence on January 1, 2000 the Effective Date and shall terminate expire on December 31, 20012014 or such later date as agreed upon by the Parties pursuant to Section 3(b), below, unless terminated prior thereto in accordance herewith. This Agreement shall not be automatically renewable and, unless mutually extended by the Parties by an agreement in writing, shall terminate upon the expiration of the Term of Employment; provided, however, that that: (i) simultaneously with the expiration of the Term of Employment and termination of this Agreement, Executive’s employment shall continue on an “at will” basis unless or until such “at will” employment is terminated by the Company or Executive by notice in writing; (ii) during the term of such “at will” employment, (A) if there is a termination by Executive with Good Reason (as defined below) or (B) if there is a termination by the Company without Cause (as defined below), in either such case, whether such termination for Good Reason or without Cause occurs prior to or following a Change in Control (as defined below) [n.b., solely for purposes of determining whether there is a Good Reason termination under this clause (ii) of this Section 3(a) and for purposes of calculating the benefits to Executive of a termination by Executive for Good Reason or by the Company without Cause, the provisions of Sections 4, 5 and 6 shall be deemed to be in full force and effect during the “at will” employment period], Executive shall be entitled to and his sole remedies for such termination (subject to the immediately following clause (iii)) shall be as set forth in Section 8(c) (which Section 8(c) shall continue in full force and effect during the “at will” employment period), and not as set forth in Section 8(e); and (iii) as provided in Section 24, (x) the provisions of Sections 1 and 2, this second sentence of this Section 3(a), Sections 8(g), (h), (i), (j) and (m), and Sections 9 through 30 of this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon survive the termination of this Agreement and remain in full force and effect in accordance with their terms, and (y) the business termination of this Agreement shall not affect any rights or corporate existence obligations of the Corporation;Parties accrued under this Agreement prior to or in connection with such termination and, with respect to such surviving provisions and those that survive under Section 3(a), thereafter. (b) Upon Absent extenuating circumstances, the death Parties envision that they will negotiate an amendment to this Agreement prior to the end of each calendar year extending the Term of Employment for an additional year; it being understood and agreed, however, that neither Party shall have a legal obligation to actually enter into any such amendment. Accordingly, beginning in October 2013 and continuing each subsequent October during the Term of Employment, the Parties shall meet to discuss Executive’s performance during the year and the possibility of extending the Term of Employment for an additional year, and may also discuss additional proposed modifications of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes other terms of this Agreement, "permanent disability" means with a view toward concluding such discussions, and, assuming they actually come to agreement, entering into an amendment to this Agreement prior to the end of the calendar year. In connection with all such discussions, it is understood and agreed (i) that neither Party shall have any physical legal obligation to actually enter into any such amendment, (ii) that no such amendment shall exist unless and until approved by the Committee (as defined below) and/or the Board (as defined below) and the requirements of Section 22 are satisfied with respect thereto, and (iii) that the Company may, in its discretion and without any liability or mental impairment that renders obligation of any kind, elect to handle negotiations with Executive differently than it handles similar negotiations with other senior executives of the Employee unable for Company. 5. Amendment to Section 8(c) of the Original Agreement. Clauses (iv) – (v) in the first sentence of Section 8(c) of the Original Agreement are hereby amended and restated in their entireties, and a period new clause (vi) is hereby added to the first sentence of six (6Section 8(c) months or more to perform of the essential job functions of his position, even with reasonable accommodationOriginal Agreement, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;follows:

Term of Employment. The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 2002 and shall terminate on December 31, 20012003; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 20012003, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) At the Corporation's option, in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation; (c) Upon the death of the Employee; (cd) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or; (de) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (ef) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;

Term of Employment. The initial term Company hereby employs the Executive as an employee, advisor, and/or consultant of the Company (an “Employee's employment under this Agreement shall commence on January 1”), 2000 and shall terminate on December 31the Executive hereby accepts such Employment by the Company, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment a period (as such period may be terminated upon extended, the earlier occurrence “Term”) commencing on the Commencement Date and expiring on the first to occur of any of the following events: (a) Upon the termination of the business Executive’s Employment pursuant to Article 6, or corporate existence of the Corporation; (b) Upon December 31, 2019 (the death “Termination Date”). Provided that if the Executive’s Employment has not previously been terminated pursuant to Article 6, the Executive’s Employment pursuant to this Employment Agreement shall automatically renew on one occasion for an additional one (1) year period unless either Party notifies the other Party in writing of its desire not to renew the Employee; Executive’s Employment under this Employment Agreement no later than one-hundred twenty (c120) At days prior to the Corporation's option, if Employee shall suffer Termination Date (a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation“Non-Renewal Notice”). If the Corporation elects Company delivers the Non-Renewal Notice and the Executive does not terminate his Employment prior to the end of the Term, then such non-renewal shall be deemed to be a termination by the Company of the Executive’s Employment without Cause (as defined below) as of immediately prior to the expiration of the Term, and Section 6.2 shall govern such termination. If the Executive delivers the Non-Renewal Notice and the Company does not terminate the Executive’s Employment prior to the end of the Term, then such non-renewal shall be deemed to be a termination by the Executive of his Employment without Good Reason (as defined below) as of immediately prior to the expiration of the Term, and Section 6.4 shall govern such termination. If the Term has been automatically extended for the additional one year period as set forth above and thereafter the Term of this Employment Agreement expires by its terms at the end of the Term without the Company having proffered a new employment relationship on agreement to the Executive to extend his term of Employment upon terms and conditions at least as favorable to the Executive as the most favorable he received under this basisEmployment Agreement during the Term (including salary and benefits as well as authority, functions, services, rights and privileges as are commensurate with the Executive’s position as the Employee as set forth herein), the Corporation Company shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder pay to the satisfaction of Executive a severance payment equal to (5) times the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Executive’s Annual Salary as set forth herein.

Term of Employment. The initial term of Employee's employment under this Agreement (the “Term”) shall commence on January 1, 2000 and shall terminate on continue from the date hereof until the earlier of (a) December 31, 2001; provided2009, however, provided that this Agreement date shall be automatically extended for additional terms of one year extend until December 31, 2010 and until each December 31 thereafter, unless not later than October 31 of any year beginning in 2001, either party has given the Employer or the Employee provides written notice of non-renewal to the other party of its no later than the September 30th prior to the upcoming December 31st expiration date, or his intention not to extend (b) the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (ai) Upon The death or total disability of Employee (total disability meaning the termination failure to fully perform his normal required services hereunder for a period of three (3) months during any consecutive twelve (12) month period during the business term hereof, as determined by the Board of Directors, by reason of mental or corporate existence of the Corporationphysical disability); (bii) Upon The termination by Employer of Employee's employment hereunder, upon prior written notice to Employee, for “good cause”, as determined by the death Board of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (Directors. For the purposes of this Agreement, "permanent disability" means “good cause” for termination of Employee's employment shall exist (A) if Employee is convicted of, pleads guilty to, or confesses to any physical felony or mental impairment that renders the any act of fraud, misappropriation, theft or embezzlement, (B) if Employee unable for a period of six (6) months or more fails to perform the essential job functions of his position, even comply with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or Agreement, and, within thirty (30) days after written notice from Employer of such failure, Employee has not corrected such failure or, having once received such notice of failure and having so corrected such failure, Employee at any time thereafter again so fails, (C) if Employee violates any of Employee's duties or obligations hereunderthe provisions contained in Section 4 of this Agreement, (D) if Employee tests positive for illegal drugs, or in the event the Corporation determines that Employee (E) if Employee’s conduct is not performing the duties required of him hereunder deemed unprofessional, unethical or detrimental to the satisfaction Employer; or (iii) The termination of the Corporation. In lieu of providing ten Employee’s employment by either party upon at least ninety (1090) calendar days' advance days prior written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;.

Term of Employment. The initial term of EmployeeUnless Executive's employment under shall sooner terminate pursuant to Section 7, the Company shall employ Executive on the terms and subject to the conditions of this Agreement shall commence for a term commencing on January 1the date hereof (the "Commencement Date") and ending on the two-year anniversary of the Commencement Date (the "Initial Term"). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement Executive's employment hereunder shall be deemed to be automatically extended extended, upon the same terms and conditions, for an additional terms period of one year (each, an "Additional Term"), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless not later than October 31 of any year beginning in 2001the Company or Executive, either party has shall have given written notice at least 3 months prior to the other party expiration of the Initial Term or such Additional Term, of its or his intention not to extend the term Employment Period (as defined below) hereunder. Any such notice of this Agreement; and provided, further, that non-extension delivered by the term Company to Executive shall be deemed a termination of Executive's employment may be terminated upon by the earlier occurrence Company without Cause as of any (i) the last day of the following events: Initial Term or then current Additional Term, as the case may be, or (aii) Upon any earlier date specified by the Company in such notice, provided that such earlier date is not less than 30 days after the date such notice is delivered. Any such notice of non-extension delivered by Executive to the Company shall be deemed a termination of the business or corporate existence Executive's employment by Executive without Good Reason as of the Corporation; (b) Upon the death last day of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical Initial Term or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodationthen current Additional Term, as determined by a physician selected the case may be. The period during which Executive is employed by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit Company pursuant to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in shall be referred to as the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;"Employment Period."

Term of Employment. The initial Subject to the provisions for termination as hereinafter provided, the term of Employee's employment under this Agreement shall commence on January 1, 2000 be effective as of the Effective Date and shall terminate on December 31, 2001continue for a period of one (1) year following the Effective Date (the "Expiration Date"); provided, however, that this Agreement shall be automatically extended for additional terms beginning with the first anniversary of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; , and providedon each subsequent anniversary date of the term thereafter (each a "Renewal Date"), further, that the term of employment may this Agreement shall automatically be terminated upon extended for an additional one year so that on each Renewal Date the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's optionthen remaining, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms unexpired term of this Agreement or shall be one (1) year, unless either party gives the other written notice of non-renewal at least ninety (90) days prior to any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder such Renewal Date. This Agreement shall terminate prior to the satisfaction expiration of the Corporation. In lieu initial term or any renewal term of providing ten this Agreement upon the earliest to occur of the following: the death or permanent disability (10) calendar days' advance written noticeas defined in Company's permanent disability insurance program, the Corporationif any, at its sole option, may terminate the Employee's services immediately and pay him an amount that then in effect covering Executive or if no permanent disability program is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, then in the event that the Employee engages in conduct whicheffect, in the opinion of the CorporationExecutive exercised in good faith) of Executive; provided, however, that the Company shall remain responsible for and shall satisfy its obligations under its life and permanent disability insurance programs then in effect covering Executive as are referred to in Schedule B attached hereto and incorporated herein by reference for all purposes; and further provided, however, that in addition to Company's obligations to Executive under its life and permanent disability insurance programs then in effect covering Executive, the Company shall pay (a) to any beneficiary or beneficiaries designated by the Executive or, if none, (1b) constitutes dishonesty to his estate or other legal representative in the event of any kind Executive's death a pro rata portion of the Annual Base Salary to the last day of the month in which his death occurs; as permitted by Section 6 hereof by Executive for "Good Reason" (includingas hereinafter defined) pursuant to Section 6; as permitted by Section 7 hereof by Executive upon a "Change of Control of the Company" (as hereinafter defined pursuant to Section 7); or as permitted by Section 7 hereof, but not limited toby Company for "Cause" (as hereinafter defined) pursuant to Section 7. Sections 6, any misrepresentation 7, 8, and 11 shall survive the termination of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;this Agreement.

Term of Employment. The initial term of Employee's employment under this ------------------ Agreement shall commence on January be for the period commencing November 1, 2000 2004 and shall terminate ending on December October 31, 2001; provided, however, that this 2007. This Agreement shall be automatically extended renewed for additional successive one (1) year periods on the last day of the initial term and any renewal term thereafter upon the same terms of one year each and conditions provided for herein unless not later than October 31 of any year beginning in 2001, terminated by either party has given upon the giving of written notice of termination to the other party at least thirty (30) days prior to the expiration of its the initial term or his intention not any renewal term, as the case may be. Employee's employment hereunder may be terminated prior to extend the expiration of the initial term or any renewal term of this Agreement; and provided, further, that the term of employment may be terminated Agreement upon the earlier occurrence of any of the following events: (a) Upon the termination death of Employee, if Employee is actively employed by Employer at the business or corporate existence time of the Corporation;death. (b) Upon the death of the By Employee;, upon not less than ninety (90) days nor more than one hundred twenty (120) days written notice to Employer. (c) At In the Corporationevent of Employee's option"disability," which for purposes hereof shall mean Employee's failure substantially to discharge Employee's duties under this Agreement for ninety (90) consecutive days or one hundred twenty (120) days in any calendar year, whether or not consecutive, as a result of an injury, disease, sickness or other physical or mental incapacity. A determination of Employee's disability shall be made by a qualified licensed physician chosen by Employer subject to Employee's approval, which approval shall not be unreasonably withheld. In the event Employer and Employee cannot agree on the choice of a physician, then such physician shall be chosen by the xxxx of the St. Louis University School of Medicine, St. Louis, Missouri, or if Employee said xxxx is unwilling or unable to do so, by the xxxx of another medical school of recognized national repute. The cost of such determination shall suffer a permanent disability; be borne by Employer, and in the absence of fraud or bad faith, shall be binding on all parties hereto. (d) By Employer, for "cause," immediately upon written notice to Employee. For the purposes of this Agreement, "permanent disabilitycause" means any physical shall mean (i) Employee's breach or mental impairment that renders the Employee unable for a period violation of six (6) months or more failure to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the material terms and conditions of this Agreement or such other conduct or action by Employee which materially and adversely affects the business or reputation of any Employer as determined by Employer's Board of Employee's duties or obligations hereunderDirectors, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (includingwhich shall include specifically, but not limited toby way of limitation, any misrepresentation of facts intentional or falsification of records) in Employee's relations, interactions negligent conduct or dealings activity inconsistent with or proscribed by federal or state criminal statute or regulation or express Employer policy pertaining to a contract with the Corporation United States Government or its customers;the violation of any other ethics or other corporate policy of Employer, or (ii) any act of dishonesty or disloyalty or breach of trust against Employer.

Term of Employment. The Subject to the termination provisions set forth elsewhere in this Employment Agreement, the initial term of this Employment Agreement and the Employee's ’s employment under hereunder shall be for a term of ninety (90) days from the date of this Employment Agreement (the “Initial Term”). Upon the ratification of this Employment Agreement by the Company’s stockholders in accordance with Article XII of the Company’s bylaws (“Shareholder Ratification”), this Employment Agreement shall commence be extended after the Initial Term for an additional three (3) year term (the “Extended Term”), and all other terms and conditions of this Employment Agreement shall continue to be binding on January 1the Company without change, 2000 and shall terminate on December 31modification or amendment. If this Employment Agreement is so ratified, 2001; provided, however, that this Agreement then the Extended Term shall be automatically extended after such three-year Extended Term for additional successive one (1) year terms of one year each (the “Additional Terms”) unless not later than October 31 of any year beginning in 2001, either party has given gives written notice of termination to the other party not less than ninety (90) days prior to the end of its the Extended Term or his intention not to extend any such Additional Term (in which event this Employment Agreement shall terminate effective as of the term close of the then existing Employment Term). The Initial Term, Extended Term, and any Additional Terms of this Agreement; Employment Agreement as provided in accordance with this Section 1, to the extent each is applicable, if at all, are collectively referred to in this Employment Agreement as the “Employment Term.” This Employment Agreement and provided, further, that the term of employment may be terminated upon parties’ obligations hereunder shall terminate at the earlier occurrence of any end of the following events: (a) Upon Employment Term, except as otherwise provided herein; for avoidance of doubt, at the termination end of the business or corporate existence Employment Term, the Employee shall be an at-will employee of the Corporation; (b) Upon Company if the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders Company and the Employee unable for a period of six (6) months or more agree to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporationsuch continued employment. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this South Texas Oil Company Xxxxxxx Employment Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;June 2008

Term of Employment. (a) The initial term of Employee's Company hereby employs the Executive, and the Executive hereby accepts employment under with the Company, upon the terms and conditions set forth in this Agreement shall commence on January 1Agreement. Unless terminated earlier pursuant to Section 5, 2000 and shall terminate on December 31, 2001; provided, however, that the Executive’s employment pursuant to this Agreement shall be automatically for a term (the “Employment Period”) commencing on the date of the closing of the Company’s initial public offering of its common shares of beneficial interest (the “Commencement Date”) and ending on the fourth anniversary of the Commencement Date (the “Initial Term”). If not previously terminated in accordance with this Agreement, the Employment Period shall be extended for one additional terms of one year each twelve (12) month period immediately following the Initial Term (such extension, the “Renewal Term”), unless not later than October 31 of any year beginning in 2001, either party has given the Company or the Executive provides written notice to the other party of its or his intention not to extend contrary at least sixty (60) days before the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any last day of the following events: (a) Upon the termination of the business or corporate existence of the Corporation;Initial Term. (b) Upon If the death parties have failed to extend this Agreement or enter into a new agreement on or before the end of the Employee;Renewal Term, the Executive’s employment shall terminate at the end of the Renewal Term and the Company’s only obligation to Executive upon such termination will be to accelerate the vesting in any unvested portion of any equity awards granted prior to the end of the Renewal Term and to pay the amounts set forth in Section 6(a). Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, if Executive is employed on the last day of the Renewal Term, the Board shall determine the amount of any annual bonus to award Executive for the fiscal year in which the end of the Renewal Term occurs, based on the criteria set forth in Section 4(b) and pro-rated for the portion of the fiscal year Executive remains employed. The Company shall pay any such bonus on the date on which the Company’s other employees receive bonuses, regardless of whether Executive is employed by the Company on that date. (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion Board of Trustees of the CorporationCompany (the “Board of Trustees”) determines that active efforts to complete the closing of the initial public offering have been abandoned, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;this Agreement shall become null and void.

Term of Employment. (A) The initial term of the Employee's employment under this Agreement shall commence on January 1, 2000 2013 and shall terminate as of the close of business on December 31January 1, 20012016; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 20012015, either party has given written notice to the other party of its or his the Employee’s intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a1) Upon the termination of the business or corporate existence of the Corporation; (b2) At the Corporation’s option, in the event the Corporation determines that the Employee is not performing the duties required of the Employee hereunder to the satisfaction of the Corporation; (3) Upon the death of the Employee; (c4) At the Corporation's ’s option, if the Employee shall suffer a permanent disability; . (For the purposes of this Agreement, "“permanent disability" ” means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his the Employee’s position, even with reasonable accommodation, as determined by a physician selected by the Corporation. .) The Employee acknowledges and agrees that he the Employee shall voluntarily submit to a medical or psychological examination for the purpose of determining his the Employee’s continued fitness to perform the essential functions of his the Employee’s position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his the Employee’s representative in writing and the termination shall become effective on the date that such notification is given.) or; (d5) At the Corporation's ’s option, upon ten (10) calendar days' ’ written notice to the Employee, in the event of any breach or default by the Employee of any of the terms of this Agreement or of any of the Employee's ’s duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' ’ advance written notice, the Corporation, at its sole option, may terminate the Employee's ’s services immediately and pay him the Employee an amount that is equivalent to ten (10) calendar days of his the Employee’s salary, less any deductions required by law; (e6) At the Corporation's ’s option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in the Employee's ’s relations, interactions or dealings with the Corporation or its customers;; (2) constitutes a felony; (3) potentially may or will expose the Corporation to public disrepute or disgrace, or potentially may or will cause harm to the customer relations, operations or business prospects of the Corporation; (4) constitutes harassment or discrimination towards any person associated with the Corporation, whether an employee, agent or customer, based upon that person’s race, color, national origin, sex, age, disability, religion, or other protected status; (5) reflects disruptive or disorderly conduct, including but not limited to, acts of violence, fighting, intimidation or threats of violence against any person associated with the Corporation, whether an employee, agent or customer, or possessing a weapon while on the Corporation’s premises or while acting on behalf of the Corporation; (6) is indicative of abusive or illegal drug use while on the Corporation’s premises or while acting on the Corporation’s behalf; or (7) constitutes a willful violation of any governmental rules or regulations; or (7) At the Employee’s option, after providing the Corporation with at least thirty (30) calendar days advance written notice of the Employee’s intention to terminate the employment relationship. If employment is terminated for any of the reasons set forth in (3) through (7) of this subsection 2(A), the Employee shall be entitled to receive only the Base Salary (as that term is hereinafter defined) accrued but unpaid as of the date of the termination and shall be ineligible to receive any additional compensation or severance pay. If, on the other hand, employment is terminated by the Corporation during the term of this Agreement for any reason other than those set forth in (3) through (7) of this subsection 2(A), subject to the conditions set forth in subsections 2(C) and (D) of this Agreement, the Corporation shall provide severance pay to the Employee in an amount based upon his length of service with the Corporation. Specifically, the Corporation shall provide the Employee with six (6) months of Base Salary if he has less than five (5) years of service with the Corporation as of the date of his termination and with twelve (12) months of Base Salary if he has five (5) or more years of service with the Corporation as of the date of his termination. (B) If employment is terminated in conjunction with a change in the control of the Corporation, the Corporation will provide the Employee with severance pay under the circumstances specified in (1) and (2) of this subsection (B), and the conditions set forth in subsections 2(C) and (D) of this Agreement. For the purposes of this Agreement, a “Change in Control” is defined as the sale of substantially all of the operating assets of the Corporation, the acquisition of more than fifty percent (50%) of the stock of the Corporation by a group of shareholders or an entity which acquires control of the Corporation (a “Purchaser”), or a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) fifty percent (50%) or more of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation. (1) If the Change in Control results in the involuntary termination of the Employee or results in the Employee electing within nine (9) months from the date of the Change in Control to terminate the Employee’s employment for Good Reason (as defined in subsection 2(E)), the Corporation shall provide the Employee with severance pay in an amount that is equal to two and one-half times the Employee’s annual Base Salary and shall pay the Employee any reasonably anticipated Performance Bonus for the fiscal year in which the Employee was terminated on a prorated basis. (2) If the Employee voluntarily terminates the Employee’s employment without Good Reason (as defined in subsection 2(E)) within ninety (90) days after the Change in Control, the Corporation shall provide the Employee with six (6) months of Base Salary if the Employee has less than five (5) years of service with the Corporation as of the date of the Employee’s termination and with twelve (12) months of Base Salary if the Employee has five (5) or more years of service with the Corporation as of the date of the Employee’s termination. (C) The severance pay provided for in subsections 2(A) and 2(B) of this Agreement shall be paid in equal monthly installments commencing immediately after the termination. Notwithstanding the foregoing, if at the time of the Employee’s termination, the Employee is considered a ‘specified employee’ within the meaning of Section 409A(a)(2) of the Code, and if any payment that the Employee becomes entitled to under this Agreement would be considered deferred compensation subject to Section 409A of the code, then no such payment shall be payable prior to the date that is earlier of (1) six months and one day after employee’s termination, or (2) the Employee’s death, and the initial payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for application of this provision. (D) Notwithstanding anything to the contrary, (i) the amount of severance pay provided under this Agreement shall not under any circumstances exceed the limitations set forth in § 280G of the Code, and (ii) the Corporation’s obligation to pay the severance pay provided for in this Section 2 shall be conditioned on the Employee’s execution of a written release satisfactory to the Corporation. (E) For the purposes of subsection 2(B), “Good Reason” shall mean the occurrence of any of the following events: (1) a significant reduction of the Employee’s duties, authority or responsibilities relative to the Employee’s duties, authority or responsibilities as in effect immediately prior to such reduction; (2) the Purchaser requiring the Employee to relocate his primary work office to a facility or location more than fifty (50) miles from the Employee’s then-present location; or (3) the Purchaser refusing to offer full time employment to the Employee on terms comparable to those provided by the Corporation prior to the acquisition.

Term of Employment. The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement (a) Executive shall be automatically extended for additional terms of one year each unless not later than October 31 of employed by the Company commencing on August 12, 2002, and continuing until terminated as provided herein. (b) This Agreement may be terminated at any year beginning in 2001, time upon either party has given party’s giving prior written notice to the other party (the “Notice of its or his intention Termination”), as provided herein, of not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of less than six (6) months (the “Notice Period”). The Company reserves the right to pay salary, net of applicable tax and other withholdings, in lieu of employment of Executive during the Notice Period. The Company also has the right to require Executive to remain away from work on full pay for such period and on such conditions as the Company may specify. For so long as the Executive is required not to work during the Notice Period, the Executive will remain employed by the Company, will continue to receive compensation and benefits to the extent provided in Section 3 below and will be bound by all of the terms of this Agreement. For purposes of the provisions of Section 5(d) below, the length of the Period of Restriction (as such term is defined below) will be reduced by the number of weeks, if any, that the Executive remains employed by the Company but is required to remain away from work during the Notice Period. (c) No Notice of Termination shall be given nor salary in lieu of Notice of Termination nor any severance amounts shall be payable when Executive’s employment is terminated by the Company for cause (as such term is hereinafter defined), or more to perform the essential job functions when Executive’s employment is terminated by reason of his position, even with reasonable accommodation, death or permanent disability (as determined by a physician selected by the Corporationsuch term is hereinafter defined). The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basisAs used herein, the Corporation term “cause” shall notify mean and be limited to: (i) any material breach of this Agreement by Executive; (ii) Executive’s engagement in any conduct or activity constituting a breach of fiduciary duty, willful misconduct or gross negligence relating to the Employee Company or his representative the performance of Executive’s duties and responsibilities hereunder that has an adverse impact on the Company; (iii) Executive’s conviction of, or plea of nolo contendre to, any crime under the laws of the United States, any state or political subdivision thereof or any other applicable jurisdiction, if such crime constitutes a felony or a misdemeanor that involves moral turpitude or, if such crime is committed under the applicable law of any jurisdiction other than the United States or a state or political subdivision thereof, such crime is of comparable severity and subject to comparable penalties as a felony or misdemeanor involving moral turpitude under United States law; (iv) an act of deception, fraud, misrepresentation or dishonesty by Executive in writing the performance of Executive’s duties and responsibilities hereunder; (v) Executive’s willful and continued failure or refusal to comply with the Company’s lawful policies and procedures applicable to its employees; or (vi) the Executive’s failure to maintain any professional license(s) necessary to the performance of the duties described in Section l(a) above. In such circumstances, Executive will have no claim for damages for wrongful dismissal against the Company or its Related Entities, and such termination shall become effective on be without prejudice to any claim that the date that such notification is givenCompany may have against Executive for damages arising from any misconduct by Executive, including any breach by Executive of any term of this Agreement.) or (d) At This Agreement may also be terminated, with or without notice at the Corporation's option, upon ten (10) calendar days' written notice to Employeeoption of the Company, in the event of permanent disability (as hereinafter defined) of Executive. As used herein, the term “permanent disability” shall mean, and be limited to, any breach physical or default by Employee mental illness, disability or impairment that, after reasonable accommodation, prevents or may reasonably be expected to prevent Executive from continuing the performance of any Executive’s normal duties and responsibilities hereunder for a period in excess of the terms of this Agreement sixty (60) consecutive days or of ninety (90) non-consecutive days within any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law;given annual period. (e) At This Agreement may be terminated by Executive for good reason (as such term is hereinafter defined) in accordance with this subsection 2(e). As used herein, the Corporation's option, without term “good reason” shall mean any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporationfollowing events occurring on or after a change in control (as such term is hereinafter defined) of the Company: (i) relocation of the Executive’s usual place of business to a location more than fifty (50) miles from 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, (1xx) constitutes dishonesty any material diminution of the Executive’s position or the Executive’s duties and responsibilities, (iii) any kind material diminution of the Executive’s Base Salary, or (includingiv) any other material breach of this Agreement that continues uncured, but not limited toif capable of cure, any misrepresentation of facts or falsification of recordsfor at least thirty (30) in Employee's relationsdays after the Executive has provided the Company, interactions or dealings with the Corporation or its customers;successor in interest, with written notice thereof and an opportunity to cure. There shall be no further requirement of notice for a termination of employment by the Executive for good reason. If the Executive does not exercise the right to terminate this Agreement for good reason within twelve (12) months after the occurrence of an event of good reason, such right shall be waived unless and until there occurs a subsequent change in control of the Company or its successor.

Term of Employment. The initial (a) Subject to the provisions for termination as hereinafter provided, the term of Employee's employment under this Agreement shall commence be effective as of the date first above written and shall continue through June 30, 2001, provided, however, that beginning on January 1June 30, 2000 and on June 30 each year thereafter (each such June 30 being referred to as a "RENEWAL DATE"), the term of this Agreement shall automatically be extended for an additional one year so that on each Renewal Date the then remaining unexpired term of this Agreement shall be two years, unless either party gives the other written notice of non-renewal at least ninety (90) days prior to any such Renewal Date. (b) This Agreement shall terminate on December 31, 2001prior to the expiration of the initial term or any renewal term of this Agreement upon the earliest to occur of the following: (i) the death or permanent disability (as defined in Company's permanent disability insurance program then in effect covering Executive) of Executive; provided, however, that this Agreement Company shall be automatically extended remain responsible for additional terms of one year each unless not later than October 31 of any year beginning and shall satisfy its obligations under its life and permanent disability insurance programs then in 2001, either party has given written notice effect covering Executive as are referred to the other party of its or his intention not to extend the term of this Agreementin SCHEDULE B attached hereto and incorporated herein by reference for all purposes; and further provided, furtherhowever, that the term of employment may be terminated upon the earlier occurrence of any of the following events: in addition to Company's obligations to Executive under its life and permanent disability insurance programs then in effect covering Executive, Company shall pay (a) Upon to any beneficiary or beneficiaries designated by the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's optionExecutive in writing or, if Employee shall suffer a permanent disability; (For the purposes of this Agreementnone, "permanent disability" means any physical to his estate or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his other legal representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of EmployeeExecutive's duties or obligations hereunderdeath, or (b) to Company in the event of his permanent disability a pro rata portion of the Corporation determines that Employee is not performing the duties required of him hereunder Annual Base Salary to the satisfaction last day of the Corporation. In month in which his death occurs and, in lieu of providing ten (10) calendar days' advance written noticethe maximum bonus provided for in SUBSECTION 3(c), the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent equal to ten a pro rata portion (10based on the number of months or portions thereof elapsed to the date of the Executive's death) calendar days of his salarythe Annual Incentive Bonus, less any deductions required by lawif any, paid or anticipated to be payable to the Executive in respect of the then current year of Executive's employment hereunder; (eii) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion as permitted by SECTION 6 hereof by Executive for "Good Reason" (as hereinafter defined) pursuant to SECTION 6; (iii) as permitted by Section 7 hereof by Executive upon a "Change of Control of the CorporationCompany" (as hereinafter defined pursuant to SECTION 7; or (iv) as permitted by SECTION 7 hereof, by Company for "Cause" (1as hereinafter defined) constitutes dishonesty pursuant to SECTION 7. SECTIONS 6, 7, 8, 11 AND 12 shall survive the termination of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;this Agreement.

Term of Employment. 2.1 The initial term of Employee's employment under this Agreement shall commence be for the period of years set forth on January 1Exhibit A annexed hereto commencing with the date hereof. Thereafter, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended renewed for additional terms successive periods of one year each (1) year, unless not later than October 31 of any year beginning in 2001, either party has given written notice to you or the Company shall give the other party not less than two (2) months prior written notice of its or his intention not to extend non-renewal. During the initial term of this Agreement; and provided, further, that your employment with the term of employment Company may be terminated upon as provided in Sections 2.2 or 2.3. 2.2 The Company shall have the earlier occurrence of right to terminate your employment at any time under this Agreement prior to the stated term in any of the following eventsways: (a) Upon on ten (10) days prior written notice to you upon your disability (disability shall be defined as your inability to perform with or without reasonable accommodation all of your essential duties under this Agreement) (if any question shall arise as to whether during any period you are disabled, so as to be unable to perform all of your essential duties hereunder, you may, and at the termination request of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's optionCompany shall, if Employee shall suffer submit to a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined medical examination by a physician selected by the Corporation. The Employee acknowledges Company to whom you or your duly appointed guardian, if any, have no reasonable objections to determine whether you are so disabled, and agrees that he such determination shall voluntarily for the purposes of this Agreement be conclusive of the issue; if such question shall arise and you shall fail to submit to a such medical or psychological examination for examination, the purpose Company's determination of determining his continued fitness the issue shall be binding on you); (b) immediately without prior notice to perform you upon your death; if your employment is terminated because of your death, pursuant to subsection 2.2 (a), all obligations of the essential functions of his position whenever requested Company hereunder cease, except with respect to do so amounts and obligations accrued to you, through 30 days from the date during which your death has occurred; (c) immediately without prior notice to you by the Corporation. If the Corporation elects to terminate the employment relationship on this basisCompany for Cause, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) oras hereinafter defined; (d) At the Corporation's option, upon ten (10) calendar days' written immediately without prior notice to Employeeyou or Cause, in the event of any breach the liquidation or default by Employee of any reorganization of the terms of this Agreement Company under the federal Bankruptcy Act or of any of Employee's duties state insolvency or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by bankruptcy law; (e) At at any time without prior notice to you or Cause, provided that during the Corporationinitial term of this Agreement the Company shall be obligated to pay to you upon notice of termination, as severance pay, your Base Salary as then in effect in a lump sum payment in addition to all earned incentive compensation in accordance with Exhibit A attached, less applicable taxes and other required withholdings and any amounts you may owe to the Company and continuation of all benefits and insurance payments to the extent permitted by the Company's optionplans or policies for one year. If your employment is terminated without Cause at anytime after the initial term, without the Company shall be obligated to pay a lump sum amount equal to one-half your Base Salary as then in effect in addition to all earned incentive compensation in accordance with Exhibit A attached, less applicable taxes and other required withholdings and any advance noticeamount you may owe to the Company and continuation of all benefits and insurance payments by the Company to the extent permitted by the Company's plans or policies for six months. If, however, a change in the event that the Employee engages in conduct which, in the opinion control of the CorporationCompany should occur causing termination of your employment without Cause at any time during the term of this Agreement, then you shall be entitled to receive as severance pay four times your Base Salary as then in effect in a lump sum payment in addition to all earned incentive compensation in accordance with Exhibit A attached. For purposes of this Agreement "change in control" shall be deemed to be the sale of all or substantially all of the assets of the Company or the merger of the Company with another entity where the other entity survives the merger. 2.3 During the initial term of this Agreement, you shall have the right to terminate your employment hereunder for any reason, upon not less than ninety (190) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with days' prior written notice to the Corporation or its customers;Company.

Term of Employment. The initial term of Employee's employment under this Agreement shall commence on as of January 1, 2000 1998 and shall terminate on continue for a two (2) year period terminating December 31, 20011999; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 20011999, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, option if Employee shall suffer a permanent disability; (For the purposes purpose of this Agreement, Agreement "permanent disability" means any shall be defined as Employee's inability, through physical or mental impairment that renders the Employee unable for a period of six (6) months illness or more to perform the essential job functions of his positionother cause, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested Employee's usual duties, with or without a reasonable accommodation that would not cause an undue hardship to do so by the Corporation, for a period of 12 months or more. If the Corporation elects to terminate the employment relationship on The Corporation's option in this basis, the Corporation regard shall notify the Employee or his representative be exercised in writing and the termination mailed or delivered to Employee or Employee's personal representative, and shall become be effective on the date that such notification is givenof mailing or delivery of the option as exercised.) or (d) At the Corporation's option, option upon ten (10) calendar days' days written notice to Employee, Employee in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu Upon termination of providing ten employment for any reason, Employee shall be entitled to receive only the Base Salary (10as that term is hereinafter defined) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion accrued but unpaid as of the Corporation, (1) constitutes dishonesty date of any kind (including, but termination and shall not limited to, any misrepresentation of facts or falsification of records) be entitled to additional compensation except as expressly provided in Employee's relations, interactions or dealings with the Corporation or its customers;this Agreement.

Term of Employment. 2.1 The initial term of Employee's employment under this Agreement shall commence be for the period set forth on January 1Exhibit A annexed hereto commencing with the date hereof. Thereafter, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended renewed for additional terms successive periods of one year each year, unless you or the Company shall give the other party not later less than October 31 thirty (30) days written notice of any year beginning non-renewal. Your employment with the Company may be terminated as provided in 2001section 2.2. 2.2 The Company shall have the right, either party has given upon written notice to the other party of its or his intention not you, to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following eventsterminate your employment: (a) Upon the termination immediately at any time for “Cause” (as defined herein subject to your right of the business or corporate existence of the Corporation;cure and right to dispute as provided in Section 2.3 herein); or (b) Upon at any time, without “Cause”, provided that the death Company shall be obligated to pay to you the Severance Benefits set forth in Sections 6 of Exhibit A, plus any sums then due to you, including those expenses as are provided in Section 4 of Exhibit A, less (i) applicable taxes and other required withholdings, and (ii) any amounts you may owe to the Company. Payments under this Section 2.2 (b) (other than unreimbursed expenses as are provided in Section 4 of Exhibit A) shall not be due or payable if you are terminated at any time for “Cause” or if you voluntarily resign from your employment, except as set forth in Section 7 of Exhibit A. 2.3 For the purpose of Section 2.2, the term “Cause” shall mean any of the Employee; following: (a) gross negligence in the performance of assigned duties; (b) willful misconduct involving the Company, its vendors, customers and/or potential customers; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more refusal to perform or discharge the essential job functions duties of his position, even with reasonable accommodation, as determined by a physician selected responsibilities assigned by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical President or psychological examination for Board of Directors of the purpose of determining his continued fitness to perform Company provided the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee same are not illegal or his representative in writing unethical and the termination shall become effective on the date that failure to correct such notification is given.refusal and perform such duties or responsibilities within two weeks (14 calendar days) or after written notice of such failure; (d) At indictment under a felony or misdemeanor involving moral turpitude; (e) willful or prolonged absence from work not excused by disability; or (f) falseness of any warranty or representation by you herein or the Corporation's optionbreach of your obligations under this Agreement or your duties as an employee of the Company to the material detriment of the Company. 2.4 In the event of the Involuntary Termination (as hereinafter defined) of your employment with the Company at any time, upon ten (10) calendar days' written notice the Company hereby agrees to Employee, provide you with Severance Benefits as defined in Section 6 of Exhibit A hereto or payments in the event of a “Change of Control” as defined in Section 7 of Exhibit A. In this regard, the phrase “Involuntary Termination” shall mean (a) any breach termination of your employment by the Company other than for “Cause”, as defined in Section 2.3, or default (b) any notice by Employee of any of the terms of Company not to renew this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder pursuant to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Section 2.1.

Term of Employment. (a) The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; Agreement ("Term of Employment") shall be the period commencing on the date of this Agreement (the "Commencement Date") and providedcontinuing until the Termination Date, further, that which shall mean the term of employment may be terminated upon the earlier occurrence of any of the following eventsearliest to occur of: (ai) Upon the termination third anniversary of the business or corporate existence Commencement Date, unless the Term of Employment shall be extended for one additional year by the mutual agreement of the Corporationparties; (bii) Upon the death of the EmployeeExecutive; (ciii) At the CorporationExecutive's optioninability to perform his duties hereunder, if Employee shall suffer as a permanent disability; (For the purposes result of this Agreement, "permanent disability" means any physical or mental impairment that renders disability as reasonably determined by the Employee unable personal physician of Executive, for a period of six (6) at least 180 consecutive days or for at least 180 days during any period of twelve consecutive months or more to perform during the essential job functions Term of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) Employment; or (div) At the Corporation's optiondischarge of Executive by NBTB "for cause," which shall mean one or more of the following: (A) any willful or gross misconduct by Executive with respect to the business and affairs of NBTB or NBT Bank, upon ten or with respect to any of its affiliates for which Executive is assigned material responsibilities or duties; (10B) calendar days' written notice the conviction of Executive of a felony (after the earlier of the expiration of any applicable appeal period without perfection of an appeal by Executive or the denial of any appeal as to Employee, which no further appeal or review is available to Executive) whether or not committed in the event course of his employment by NBTB; (C) Executive's willful neglect, failure, or refusal to carry out his duties hereunder in a reasonable manner (other than any such failure resulting from disability or death or from termination by Executive for Good Reason, as hereinafter defined) after a written demand for substantial performance is delivered to Executive that specifically identifies the manner in which NBTB believes that Executive has not substantially performed his duties and Executive has not resumed substantial performance of his duties on a continuous basis within thirty days of receiving such demand; or (D) the breach by Executive of any breach representation or default by Employee warranty in section 6(a) hereof or of any agreement contained in section 1, 4, 5, or 6(b) hereof, which breach is material and adverse to NBTB or any of its affiliates for which Executive is assigned material responsibilities or duties; or (v) Executive's resignation from his position as chairman, president, or chief executive officer of NBTB or NBT Bank other than in implementation of the terms schedule set out in section 1(a) of this Agreement or for "Good Reason," as hereinafter defined; or (vi) the termination of Executive's employment by NBTB "without cause," which shall be for any of Employee's duties or obligations hereunderreason other than those set forth in subsections (i), (ii), (iii), (iv), or in the event the Corporation determines that Employee is not performing the duties required (v) of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporationthis section 2(a), at its sole optionany time, may terminate upon the Employee's services immediately and pay him an amount that is equivalent thirtieth day following notice to ten (10) calendar days of his salary, less any deductions required by law;Executive; or (evii) At the CorporationExecutive's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;resignation for "Good Reason."

Term of Employment. The initial term Effective as of the Date of Hire, the Company agrees to employ Employee's , and Employee accepts employment under by the Company, for the period commencing on the Date of Hire and ending on the first anniversary of the Date of Hire (the “Initial Term”), subject to earlier termination as hereinafter set forth in Article III. Unless earlier terminated in accordance with Article III, following the expiration of the Initial Term, this Agreement shall commence on January 1be automatically renewed for successive one-year periods (collectively, 2000 the “Renewal Terms”; individually, a “Renewal Term”) unless, at least 90 days prior to the expiration of the Initial Term or the then current Renewal Term, either party provides the other with a written notice of intention not to renew, in which case the Employee’s employment with the Company, and the Company’s obligations hereunder, shall terminate as of the end of the Initial Term or said Renewal Term, as applicable, provided however that Employee shall agree to continue his employment hereunder at the option of the Company for a period of 6 months following written notice by either party of intention to terminate or not to renew (other than any such written notice given within 90 days following a Change in Control). Except as otherwise expressly provided herein, the terms of this Agreement during any Renewal Term shall be the same as the terms in effect immediately prior to such renewal, subject to any such changes or modifications as mutually may be agreed between the parties as evidenced in a written instrument signed by both the Company and Employee. As used herein, “Change in Control” shall mean a change in the ownership of the Company, such that more than 50% of the equity securities of the Company are acquired by any person or group (as such terms are defined for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that does not own common stock of the Company on December 31, 2001the Date of Hire; provided, however, that this Agreement no Change in Control shall be automatically extended for additional terms of one year each unless not later than October 31 of deemed to occur if such Change in Control is effected pursuant to any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any internal reorganization of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind Company (including, but by way of example, establishment of a new holding company for the Company) that does not limited to, any misrepresentation result in a change of facts or falsification more than 50% of records) in Employee's relations, interactions or dealings with the Corporation or its customers;ultimate equity ownership of the Company.

Term of Employment. The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement hereunder (the "Term") shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001from May 8, either party has given written notice to 2002 (the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated "Effective Date") until termination upon the earlier occurrence of any of the following events, provided that the Term shall expire on December 31, 2002 if not previously terminated: (aA) Upon The death or total disability of Employee (total disability meaning the termination failure to fully perform his normal required services hereunder for a period of three (3) consecutive months during the business Term hereof, as determined by the Board of Directors, by reason of mental or corporate existence of the Corporationphysical disability); (bB) Upon the death The termination by Employer of the Employee; (c) At the Corporation's optionemployment hereunder, if Employee shall suffer a permanent disability; (upon prior written notice to Employee, for "good cause". For the purposes of this Agreement, "permanent disabilitygood cause" means for termination of Employee's employment shall exist (i) if Employee is convicted of, pleads guilty to, or confesses to any physical felony or mental impairment that renders any act of fraud, misappropriation, or embezzlement, (ii) if Employee has engaged in a dishonest act to the material damage or prejudice of Employer or a subsidiary of Employer, or in misconduct or unlawful or improper activities materially damaging to the business of Employer or a subsidiary of Employer, or (iii) if Employee unable for a period of six (6) months or more fails to perform the essential job functions of his position, even comply with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement Agreement, and, within thirty (30) days after written notice from Employer of such failure, Employee has not corrected such failure or, having once received such notice of failure and having so corrected such failure, Employee at any time thereafter again so fails, provided, that Employee will be given the opportunity to explain his position in the matter at a meeting of the Board of Directors of Employer prior to any termination under this clause (iii), or of any of Employee's (iv) if Employee wilfully neglects or breaches his duties or obligations hereunder, or engages in the event the Corporation determines that Employee is not performing the intentional misconduct in discharging his duties required as an officer and employee of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by lawEmployer; (eC) At the Corporation's option, The termination of this Agreement by Employee upon at least ninety (90) days prior written notice; (D) The termination of this Agreement by Employer without any advance cause upon at least thirty (30) days prior written notice, in the event that the Employee engages in conduct which, in the opinion ; or (E) The termination of the Corporation, (1) constitutes dishonesty this Agreement by mutual written agreement of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employer and Employee's relations, interactions or dealings with the Corporation or its customers;.

Term of Employment. (A) The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 2006 and shall terminate on December 31, 20012007; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 20012007, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a1) Upon the termination of the business or corporate existence of the Corporation; (b2) At the Corporation’s option, in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation; (3) Upon the death of the Employee; (c4) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or; (d5) At the Corporation's option, upon ten (10) calendar days' ’ written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' ’ advance written notice, the Corporation, at its sole option, may terminate the Employee's ’s services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e6) At the Corporation's ’s option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's ’s relations, interactions or dealings with the Corporation or its customers;; (2) constitutes a felony; (3) potentially may or will expose the Corporation to public disrepute or disgrace, or potentially may or will cause harm to the customer relations, operations or business prospects of the Corporation; (4) constitutes harassment or discrimination towards any person associated with the Corporation, whether an employee, agent or customer, based upon that person’s race, color, national origin, sex, age, disability, religion, or other protected status; (5) reflects disruptive or disorderly conduct, including but not limited to, acts of violence, fighting, intimidation or threats of violence against any person associated with the Corporation, whether an employee, agent or customer, or possessing a weapon while on the Corporation’s premises or while acting on behalf of the Corporation; (6) is indicative of abusive or illegal drug use while on the Corporation’s premises or while acting on the Corporation’s behalf; or (7) constitutes a willful violation of any governmental rules or regulations; or (7) At the Employee’s option, after providing the Corporation with at least thirty (30) calendar days advance written notice of his intention to terminate the employment relationship. If employment is terminated for any of the reasons set forth in subparagraphs (3) through (7) of this section 2(A), Employee shall be entitled to receive only the Base Salary (as that term is hereinafter defined) accrued but unpaid as of the date of the termination and shall be ineligible to receive any additional compensation or severance pay. If, on the other hand, employment is terminated by the Corporation during the term of this Agreement for any reason other than those set forth in paragraphs (3) through (7) of this section 2(A), subject to the conditions set forth in paragraphs 2(C) and (D) of this Agreement, the Corporation shall provide severance pay to Employee in an amount based upon his length of service with the Corporation. Specifically, the Corporation shall provide Employee with six (6) months of Base Salary if he has less than five (5) years of service with the Corporation as of the date of his termination and with twelve (12) months of Base Salary if he has five (5) or more years of service with the Corporation as of the date of his termination. Such severance pay shall be paid in equal monthly installments, unless the Corporation, within its sole discretion, elects to pay the present value of the severance pay in a lump sum within thirty (30) calendar days of the termination. (B) If employment is terminated in conjunction with a change in the control of the Corporation or in conjunction with the sale of substantially all of the operating assets of the Corporation, the Corporation will provide Employee with severance pay under the circumstances specified in subparagraphs (1) and (2) of this paragraph (B), and the conditions set forth in paragraphs 2(C) and (D) of this Agreement. For the purposes of this Agreement, a “change in control” is defined as the sale of substantially all of the operating assets of the Corporation or the acquisition of more than fifty percent (50%) of the stock of the Corporation by a group of shareholders or an entity which acquires control of the Corporation (a “Purchaser”). (1) If the change in control or the sale results in the involuntary termination of Employee or results in the Employee electing to terminate his employment for a good reason as determined by the Corporation (such as the Purchaser refusing to offer full time employment to Employee on terms comparable to those provided by the Corporation prior to the acquisition or the Purchaser requiring Employee to move to a new location), the Corporation shall provide Employee with severance pay in an amount that is equal to two times his annual Base Salary and shall pay Employee any reasonably anticipated Performance Bonus for the fiscal year in which he was terminated on a prorated basis. (2) If Employee voluntarily terminates his employment without a good reason (as determined by the Corporation) within ninety (90) days after the change in control or the sale, the Corporation shall provide Employee with six (6) months of Base Salary if he has less than five (5) years of service with the Corporation as of the date of his termination and with twelve (12) months of Base Salary if he has five (5) or more years of service with the Corporation as of the date of his termination. (3) For purposes of this paragraph 2(B), in the event a change of control occurs after April 1, 2005, Employee may take up to nine (9) months from the date of change of control to claim severance pay, as provided in paragraph 2(B)(1) and (2). (C) The severance pay provided for in section 2(A) of this Agreement shall be paid in equal monthly installments, unless the Corporation, within its sole discretion, elects to pay the present value of the severance pay in a lump sum within thirty (30) calendar days of the termination. For purposes of calculating the present value of the severance pay, the discount rate shall be the prime rate quoted in the Wall Street Journal on the day the Corporation elects to pay the present value of the severance pay in a lump sum. (D) Notwithstanding anything to the contrary, (i) the amount of severance pay provided under this Agreement shall not under any circumstances exceed the limitations set forth in § 280G of the Code, and (ii) the Corporation’s obligation to pay the severance pay provided for in this section 2 shall be conditioned on Employee’s execution of a written release satisfactory to the Corporation.

Term of Employment. (a) The initial term of Employee's Executive’s employment under this Agreement (the “Term of Employment”) shall commence on January 1the Effective Date and expire on the third anniversary thereof or such later date as agreed upon by the Parties pursuant to Section 3(b), 2000 and below, unless terminated prior thereto in accordance herewith. This Agreement shall not be automatically renewable and, unless mutually extended by the Parties by an agreement in writing, shall terminate on December 31, 2001upon the expiration of the Term of Employment; provided, however, that (i) simultaneously with the expiration of the Term of Employment and termination of this Agreement, Executive’s employment shall continue on an “at will” basis unless or until such “at will” employment is terminated by the Company or Executive by notice in writing, (ii) during the term of such “at will” employment, if there is a termination by Executive with Good Reason (as defined below) [and solely for purposes of determining whether there is a Good Reason termination under this clause (ii) of this Section 3(a) and for purposes of calculating the benefits to Executive of a termination by Executive for Good Reason or by the Company without Cause (as defined below), the provisions of Sections 4, 5 and 6 shall be deemed to be in full force and effect during such term] or if there is a termination by the Company without Cause, in either such case, whether such termination for Good Reason or without Cause occurs prior to or following a Change in Control (as defined below), Executive shall be entitled to and his sole remedies for such termination (subject to the immediately following clause (iii)) shall be as set forth in Section 8(c) (which Section 8(c) shall continue in full force and effect during the “at will” employment period), and not as set forth in Section 8(e), and (iii) as provided in Section 24, (x) the provisions of Sections 1 and 2, this second sentence of this Section 3(a), Sections 8(g), (h), (i), (j) and (m), and Sections 9 through 30 of this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon survive the termination of this Agreement and remain in full force and effect in accordance with their terms, and (y) the business termination of this Agreement shall not affect any rights or corporate existence obligations of the Corporation;Parties accrued under this Agreement prior to or in connection with such termination and, with respect to such surviving provisions and those that survive under Section 3(a), thereafter. (b) Upon Absent extenuating circumstances, the death Parties envision that they will negotiate an amendment to this Agreement prior to the end of each calendar year extending the Term of Employment for an additional year; it being understood and agreed, however, that neither Party shall have a legal obligation to actually enter into any such amendment. Accordingly, beginning in October, 2010 and continuing each subsequent October during the Term of Employment, the Parties shall meet to discuss Executive’s performance during the year and the possibility of extending the Term of Employment for an additional year, and may also discuss additional proposed modifications of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes other terms of this Agreement, "permanent disability" means with a view toward concluding such discussions, and, assuming they actually come to agreement, entering into an amendment to this Agreement prior to the end of the calendar year. In connection with all such discussions, it is understood and agreed (i) that neither Party shall have any physical or mental impairment legal obligation to actually enter into any such amendment, (ii) that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected no such amendment shall exist unless and until approved by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for Committee (as defined below) and/or the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing Board (as defined below) and the termination shall become effective on requirements of Section 22 are satisfied with respect thereto, and (iii) that the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to EmployeeCompany may, in the event its discretion and without any liability or obligation of any breach or default by Employee of any kind, elect to handle negotiations with Executive differently than it handles similar negotiations with other senior executives of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Company.

Term of Employment. The Unless terminated earlier under the provisions of this Agreement, the initial term of Employee's employment of the Physician shall be for a period of five (5) years (the "Initial Term"), commencing on March 5, 1998, (the "Commencement Date") and expiring on March 4, 2003 (the "Expiration Date"). Unless terminated earlier under the provisions of this Agreement, and provided that both (i) the Physician shall be less than sixty five (65) years of age on the Expiration Date of the Initial Term, or a Renewal Term (as defined below); and, (ii) the Company has met the Earnings Threshold (as defined below), then the Physician may elect, in his or her sole discretion, to extend the Initial Term or a Renewal Term for an additional period of three (3) years (a "Renewal Term") by sending a written notice (a "Renewal Notice") to KTPA at least One Hundred Eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect, as the case may be. Any Renewal Terms shall be upon the same terms and conditions as contained in this Agreement, except where otherwise specified in this Agreement or by the parties in writing. Unless terminated earlier under the provisions of this Agreement, this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms upon the Expiration Date of one year each unless not later than October 31 of any year beginning the Initial Term or Renewal Term then in 2001, either party has given written notice to effect (i) if the other party of its or his intention Physician elects not to extend the term of this Agreementthe Agreement by timely sending KTPA a Renewal Notice; and provided, further, that (ii) if the term Physician is older than sixty five (65) years of employment may be terminated upon age on the earlier occurrence of any Expiration Date of the following events: Initial Term or a Renewal Term, as the case may be; or (aiii) Upon in KTPA's sole discretion, if the termination Company has not met the Earnings Threshold as of the business or corporate existence of date the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (Renewal Notice is received. For the purposes of this Agreement, any references to the "permanent disabilityTerm" means of the Agreement shall be to the Initial Term and any physical Renewal Terms then in effect. For purposes of this Agreement, a Contract Year shall be defined as the twelve (12) month period commencing on the Commencement Date of this Agreement (or mental impairment on its anniversary in subsequent years) and ending on the day before the anniversary of the Commencement Date. During the term of the MSA, the Earnings Threshold shall be met when the aggregate amount of all monthly Management Fees paid to Sheridan pursuant to Article IV of the MSA during each Contract Year of the Initial Term or Renewal Term then in effect is equal to at least Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000.00) (the "Base Amount"). In the event that renders the Employee unable MSA is terminated for a period any reason, the Earnings Threshold shall be met if the net earnings of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination Company for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective most recent four (4) quarters for which financial information is available on the expiration date that such notification is given.) or of the Initial Term or Renewal Term then in effect (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event after payment of any breach or default by Employee of any of the terms physician base compensation pursuant to Section 3(a)(i) of this Agreement or pursuant to any other written arrangement with any other physician employee of the Company, but before payment of any Incentive Compensation pursuant to Section 3(a)(iii) of Employee's duties this Agreement or obligations hereunder, or in pursuant to any other written arrangement with any other physician employee of the event the Corporation determines that Employee Company) is not performing the duties required of him hereunder at least equal to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Base Amount.

Term of Employment. The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 2004 and shall terminate on December 31, 20012005; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 20012005, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) At the Corporation's option, in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation; (c) Upon the death of the Employee; (cd) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or; (de) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (ef) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;

Term of Employment. (a) The initial term of Employee's Executive’s employment under this Agreement (the “Term of Employment”) shall commence on January 1, 2000 the Effective Date and shall terminate expire on December 31, 20012013 or such later date as agreed upon by the Parties pursuant to Section 3(b), below, unless terminated prior thereto in accordance herewith. This Agreement shall not be automatically renewable and, unless mutually extended by the Parties by an agreement in writing, shall terminate upon the expiration of the Term of Employment; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following eventsthat: (ai) Upon simultaneously with the termination expiration of the business or corporate existence Term of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes Employment and termination of this Agreement, "permanent disability" means any physical Executive’s employment shall continue on an “at will” basis unless or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected until such “at will” employment is terminated by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit Company or Executive by notice in writing; (ii) during the term of such “at will” employment, (A) if there is a termination by Executive with Good Reason (as defined below) or (B) if there is a termination by the Company without Cause (as defined below), in either such case, whether such termination for Good Reason or without Cause occurs prior to or following a medical or psychological examination Change in Control (as defined below) [n.b., solely for the purpose purposes of determining his continued fitness whether there is a Good Reason termination under this clause (ii) of this Section 3(a) and for purposes of calculating the benefits to perform the essential functions Executive of his position whenever requested to do so a termination by Executive for Good Reason or by the Corporation. If the Corporation elects to terminate the employment relationship on this basisCompany without Cause, the Corporation provisions of Sections 4, 5 and 6 shall notify be deemed to be in full force and effect during the Employee or “at will” employment period], Executive shall be entitled to and his representative sole remedies for such termination (subject to the immediately following clause (iii)) shall be as set forth in writing Section 8(c) (which Section 8(c) shall continue in full force and effect during the termination shall become effective on the date that such notification is given.) or“at will” employment period), and not as set forth in Section 8(e); and (diii) At as provided in Section 24, (x) the Corporation's optionprovisions of Sections 1 and 2, upon ten this second sentence of this Section 3(a), Sections 8(g), (10h), (i), (j) calendar days' written notice to Employeeand (m), in the event of any breach or default by Employee of any of the terms and Sections 9 through 30 of this Agreement or shall survive the termination of this Agreement and remain in full force and effect in accordance with their terms, and (y) the termination of this Agreement shall not affect any of Employee's duties rights or obligations hereunder, of the Parties accrued under this Agreement prior to or in the event the Corporation determines connection with such termination and, with respect to such surviving provisions and those that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written noticesurvive under Section 3(a), the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;thereafter.

Term of Employment. The initial term Unless Executive’s employment shall sooner terminate pursuant to Section 7, the Company shall employ Executive on the terms and subject to the conditions of Employee's employment under this Agreement shall commence for a term commencing on January 1the date hereof (the “Commencement Date”) and ending on the two-year anniversary of the Commencement Date (the “Initial Term”). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement Executive’s employment hereunder shall be deemed to be automatically extended extended, upon the same terms and conditions, for an additional terms period of one year (each, an “Additional Term”), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless not later than October 31 of any year beginning in 2001the Company or Executive, either party has shall have given written notice at least 3 months prior to the other party expiration of the Initial Term or such Additional Term, of its or his intention not to extend the term Employment Period (as defined below) hereunder. Any such notice of this Agreement; and provided, further, that non-extension delivered by the term Company to Executive shall be deemed a termination of Executive’s employment may be terminated upon by the earlier occurrence Company without Cause as of any (i) the last day of the following events: Initial Term or then current Additional Term, as the case may be, or (aii) Upon any earlier date specified by the Company in such notice, provided that such earlier date is not less than 30 days after the date such notice is delivered. Any such notice of non-extension delivered by Executive to the Company shall be deemed a termination of the business or corporate existence Executive’s employment by Executive without Good Reason as of the Corporation; (b) Upon the death last day of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical Initial Term or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodationthen current Additional Term, as determined by a physician selected the case may be. The period during which Executive is employed by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit Company pursuant to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in shall be referred to as the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;“Employment Period.”

Term of Employment. The initial Subject to the terms and conditions of this Agreement, BioCryst hereby employs Employee, effective the commencement of business on December 31, 1996, as President and Chief Operating Officer of BioCryst, and Employee hereby accepts such employment. Employee shall report to the Chief Executive Officer and the Board of Directors, and shall be responsible for the research of BioCryst and such other operations as the Chief Executive Officer or the Board of Directors may from time to time determine. In addition, during the terms of this Agreement, BioCryst shall use its best efforts to provide that the Employee shall be elected as a member of the Board of Directors of BioCryst each year. BioCryst acknowledges and agrees that after December 30, 1996 Employee may also hold positions at the University of Alabama at Birmingham as Distinguished University Professor Emeritus, and such other appointments that might be offered to the Employee from time to time, and the Employee will be permitted to devote up to ten percent (10%) of his time to such activities and to research and other activities at the University of Alabama at Birmingham, if the Employee desires to participate in such activities. Further, Employee may continue his editorship of Cecil's Textbook of Medicine and other scholarly journals. Otherwise, after December 30, 1996 the Employee shall devote his full business time and energies to BioCryst. Except as provided in this paragraph 1, the Employee shall not, during the term of Employee's his employment, engage in any other business activity that would interfere with, or prevent him from carrying out, his duties and responsibilities under this Agreement. BioCryst hereby agrees and acknowledges that any compensation which the Employee receives from participation in such allowable activities shall be outside the scope of this Agreement and in addition to any compensation received hereunder. The term of employment of Employee under this Agreement shall commence as of the commencement of business on January 1December 31, 2000 1996 and shall terminate on the close of business on December 31, 2001; provided1999, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning earlier terminated in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings accordance with the Corporation or its customers;provisions of paragraph 3 hereof.

Term of Employment. 2.1 The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December end October 31, 20012015 unless sooner terminated as provided in this Agreement. By executing this Second Amended and Restated Employment Agreement, the Executive agrees that the proviso contained in Section 2.1 of the Executive’s Amended and Restated Employment Agreement has been satisfied and the Executive’s restricted shares of common stock shall not immediately vest on October 31, 2012, but shall continue to vest in accordance with their terms. 2.2 Notwithstanding the provisions of Section 2.1 hereof, each of the Corporation and the Partnership shall have the right, on written notice to the Executive, to terminate the Executive’s employment for Cause (as defined in Section 2.3) or without Cause, such termination to be effective as of the date on which notice is given or as of such later date otherwise specified in the notice and, upon a termination of employment for Cause, Executive shall not be entitled to receive any additional compensation hereunder. The Executive shall have the right, on 30 days advance written notice to the Corporation and the Partnership, to resign the Executive’s employment for Good Reason (as defined in Section 2.4) or upon the occurrence of a Change in Control (as defined in Section 4.2), such termination to be effective as of the 30th day following when such notice is given or as of such later date otherwise specified in the notice; provided, however, that this Agreement Good Reason shall be automatically extended cease to exist for additional terms any event on the 90th day following the occurrence of one year each the event unless not later than October 31 of any year beginning in 2001, either party the Executive has given the Corporation and the Partnership written notice to the other party of its or his intention not to extend the term of notice, in accordance with this AgreementSection 2.2; and provided, further, however, that any notice of termination as the term result of employment may a Change of Control must be terminated upon provided within 90 days following the earlier occurrence of any the Change of the following events:Control. (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (2.3 For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he term “Cause” shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of mean any of the following actions by the Executive: (a) failure to comply with any of the material terms of this Agreement or of any of Employee's duties or obligations hereunderAgreement, or in the event the Corporation determines that Employee is which shall not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance be cured within 30 days after written notice, or if the Corporationsame is not of a nature that it can be completely cured within such 30 day period, at its sole option, may terminate if Executive shall have failed to commence to cure the Employee's services immediately same within such 30 day period and pay him an amount that is equivalent shall have failed to ten pursue the cure of the same diligently thereafter; (10b) calendar days engagement in gross misconduct injurious to the business or reputation of his salary, less any deductions required the Corporation or the Partnership; (c) knowing and willful neglect or refusal to attend to the material duties assigned to the Executive by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion Board of Directors of the Corporation, which shall not be cured within 30 days after written notice; (1d) constitutes dishonesty intentional misappropriation of any kind (including, but not limited to, any misrepresentation property of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;the Partnership to the Executive’s own use; (e) the commission by the Executive of an act of fraud or embezzlement; (f) Executive’s conviction for a felony; (g) Executive’s engaging in any activity which is prohibited pursuant to Section 5 of this Agreement, which shall not be cured within 30 days after written notice.

Term of Employment. DUTIES. From the period commencing on the date hereof and ending immediately prior to the Effective Time (as defined in the S-1 registration filed by "AMP" in connection with its IPO (or in the event of a sale or merger ("Sale or Merger") of the Company, as defined in the definitive agreement associated therewith) the employment of the Executive shall be governed by the terms and conditions set forth in the Prior Agreement. The term of this Agreement (the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the third anniversary of the Effective Time (such initial term of Employee's employment under this the Agreement shall commence on January 1referred to as the "Initial Term"); PROVIDED, 2000 and shall terminate on December 31, 2001; provided, howeverHOWEVER, that this Agreement the Term shall automatically be automatically extended renewed for successive, additional terms three year periods at the end of the Initial Term and each renewal term thereafter, unless either the Company or the Executive provides at least one year each unless not later than October 31 of any year beginning in 2001, either party has given written year's notice to the other party of its or his intention not to extend renew the term of this AgreementTerm; and providedPROVIDED, furtherFURTHER, that if the term of "IPO", Sale, or Merger, is terminated in accordance with its terms prior to the Effective Time or the "IPO," the Sale or Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon Executive shall continue to be governed by the termination terms and conditions set forth in the Prior Agreement. During the Term, the Executive shall be employed as the Senior Vice President, Regional Operations Officer of the business or corporate existence Company, reporting to the President and Chief Executive Officer of the Corporation; (b) Upon Company, with the death traditional duties, responsibilities and authority of such office of companies similar in size to the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the CorporationCompany. The Employee acknowledges and Executive agrees that he shall voluntarily submit perform his duties hereunder faithfully and to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions best of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative abilities and in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any furtherance of the terms business of this Agreement or the Company and its subsidiaries and shall devote substantially all of any of Employee's duties or obligations hereunderhis business time, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder energy and attention to the satisfaction business of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at Company and its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;subsidiaries.

Term of Employment. The initial term of the Employee's employment under this Agreement ’s employment, unless sooner terminated as provided herein, shall commence on January 1, 2000 the Effective Date of this Third Amended Employment Agreement and shall terminate end on December 31, 20012026.” 2. In consideration of the agreement of the Employee to the extension effected by this Fourth Amendment, the Corporation shall grant to the Employee under the Sxxxxx Xxxxxx, Ltd. 2006 Stock Incentive Plan (the “Plan”) on the date of execution of this Fourth Amendment (the “Restricted Shares Grant Date”), a restricted stock award for 200,000 shares (the “Restricted Shares”) of common stock of the Corporation under the Plan which Restricted Shares shall be subject to certain restrictions including, without limitation, that the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Shares except as set forth under the Plan or the restricted stock agreement to be entered into by the Corporation and the Employee concurrently herewith. Vesting of the Restricted Shares shall occur in annual installments over three years commencing on December 31, 2024 on which date 66,666 shares of the Restricted Shares shall vest and continuing to vest thereafter on each of December 31, 2025 and December 31, 2026 when 66,667 shares of the Restricted Shares shall vest; provided, however, that this Agreement shall be automatically extended for additional terms of one year in each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, furthercase, that the term of employment may Employee continues to be terminated employed by the Corporation on each such date through December 31, 2026. Notwithstanding the foregoing, the Restricted Shares shall immediately vest, in full, upon the earlier occurrence of any of the following events: : (ai) Upon the termination Employee’s death, (ii) the Employee’s Total Disability (as defined in the Employment Agreement) and (iii) a Change of Control (as defined in the business or corporate existence Employment Agreement) of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option; provided, if Employee shall suffer a permanent disability; (For the purposes of this Agreementhowever, "permanent disability" means any physical or mental impairment in each case, that renders the Employee unable for a period of six (6) months or more continues to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected be employed by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms occurrence of this Agreement or of any of Employee's duties or obligations hereundersuch event. The grant shall be evidenced by, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder and subject to the satisfaction additional terms and conditions contained in, the Plan and the associated restricted stock agreement. 3. Except as modified hereby, all other terms and conditions of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately Employment Agreement shall remain in full force and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;effect.

Term of Employment. The initial term provisions of Employee's employment under Section 1 of this Agreement shall commence on January 1notwithstanding, 2000 and shall the Company may terminate on December 31, 2001; provided, however, that this Agreement and Executive’s employment hereunder in the manner and for the causes hereinafter set forth, in which event the Company shall be automatically extended for additional terms of one year each unless not later under no further obligation to Executive other than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following eventsas specifically provided herein: (a) Upon the termination of the business If Executive is absent from work or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee otherwise substantially unable to assume his normal duties for a period of six sixty (660) months successive days or more to perform an aggregate of ninety (90) business days during any consecutive twelve-month period during the essential job functions Employment Period because of his positionphysical or mental disability, even with reasonable accommodationaccident, as determined by a physician selected by illness, or any other cause other than vacation or approved leave of absence, the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical Company may thereupon, or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to any time thereafter while such absence or disability still exists, terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, of Executive hereunder upon ten (10) calendar days' ’ written notice to EmployeeExecutive. (b) In the event of the death of Executive during the Employment Period, this Agreement shall automatically terminate on the date thereof. (c) If Executive materially breaches or violates any material term of his employment hereunder, or commits any criminal act or an act of dishonesty or moral turpitude, in the reasonable judgment of the Company’s Board of Directors, then the Company may, in addition to other rights and remedies available at law or equity, immediately terminate this Agreement upon written notice to Executive with the date of such notice being the termination date and such termination being deemed for “cause.” (d) In the event Executive’s employment is terminated by reason of the provisions of subparagraph (a) or (b) of this Section 4, then in such event, the Company shall pay to Executive, if living, or to such other person or persons as Executive may from time to time designate in writing as the beneficiary of such payment, the Basic Compensation then in effect for the three month period following such termination in accordance with its regular payroll practices, and the Company shall have no further obligation with respect to the payment of Basic Compensation hereunder. Notwithstanding the foregoing, if any securities of the Company are publicly traded on an “established securities market” and Executive is a “specified employee” (as such terms are defined in Section 409A of the Code and the regulations thereunder) at the time of any breach or default termination of Executive’s employment by Employee of any reason of the terms provisions of subparagraph (a) of this Agreement Section 4, then the amount due to Executive hereunder on account of a termination of employment under such subparagraph (a) shall instead be paid to Executive in a lump sum and without interest on the date that is six months plus one day after such termination of employment but only if such delay shall be necessary to prevent any accelerated or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction additional tax under Section 409A of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law;Code. (e) At In the Corporation's optionevent (1) Executive’s employment is terminated by the Company during the Employment Period (i) other than by reason of the provisions of subparagraph (a), without (b) or (c) of this Section 4 or (ii) following a “Change in Control” as described in Section 5 hereof, and (2) any advance noticesecurities of the Company are publicly traded on an “established securities market” and Executive is a “specified employee” (as such terms are defined in Section 409A of the Code and the regulations thereunder) at the time of such termination of employment, then the amount, if any, that the Company may pay to Executive (as a result of the Company’s termination of Executive’s employment) prior to the date that is six months plus one day from the date of such termination (the “Delayed Payment Date”) shall not exceed the lesser of (A) two times Executive’s Basic Compensation for the calendar year preceding the termination, or (B) two times the amount specified in Section 401(a)(17) of the Code for the calendar year of such termination, but only to the extent and in the event that the Employee engages in conduct which, in the opinion such limitation is necessary to prevent any accelerated or additional tax under Section 409A of the CorporationCode, and any excess shall be paid to Executive, without interest, on the Delayed Payment Date. Executive acknowledges that any payments to be made to Executive upon termination of employment may be made only in connection with a “separation from service” as determined under Section 409A of the Code (1) constitutes dishonesty if in effect at the time of any kind (including, but not limited to, any misrepresentation such termination of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;employment).

Term of Employment. 2.1 The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December end October 31, 20012012, unless sooner terminated as provided in this Agreement; provided, however, that if on or prior to October 31, 2012, the Corporation shall determine not to further extend the term of employment for at least an additional year on terms at least equally favorable to the Executive, then any restricted shares of common stock of this Agreement Corporation issued to the Executive that have not vested shall be automatically extended for additional terms immediately vest on October 31, 2012. 2.2 Notwithstanding the provisions of one year Section 2.1 hereof, each unless not later than October 31 of any year beginning in 2001the Corporation and the Partnership shall have the right, either party has given on written notice to the other party Executive, to terminate the Executive’s employment for Cause (as defined in Section 2.3), such termination to be effective as of its the date on which notice is given or his intention as of such later date otherwise specified in the notice and, upon such termination of employment for Cause, Executive shall not be entitled to extend receive any additional compensation hereunder. The Executive shall have the term right, on 30 days advance written notice to the Corporation and the Partnership, to resign the Executive’s employment for Good Reason (as defined in Section 2.4), such termination to be effective as of this Agreementthe 30th day following when such notice is given or as of such later date otherwise specified in the notice; and provided, furtherhowever, that Good Reason shall cease to exist for any event on the term of employment may be terminated upon 90th day following the earlier occurrence of any of the following events:event unless the Executive has given the Corporation and the Partnership written notice, in accordance with this Section 2.2. (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (2.3 For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he term “Cause” shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of mean any of the following actions by the Executive: (a) failure to comply with any of the material terms of this Agreement or of any of Employee's duties or obligations hereunderAgreement, or in the event the Corporation determines that Employee is which shall not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance be cured within 30 days after written notice, or if the Corporationsame is not of a nature that it can be completely cured within such 30 day period, at its sole option, may terminate if Executive shall have failed to commence to cure the Employee's services immediately same within such 30 day period and pay him an amount that is equivalent shall have failed to ten pursue the cure of the same diligently thereafter; (10b) calendar days engagement in gross misconduct injurious to the business or reputation of his salary, less any deductions required the Corporation or the Partnership; (c) knowing and willful neglect or refusal to attend to the material duties assigned to the Executive by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion Board of Directors of the Corporation, which shall not be cured within 30 days after written notice; (1d) constitutes dishonesty intentional misappropriation of any kind (including, but not limited to, any misrepresentation property of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;the Partnership to the Executive’s own use; (e) the commission by the Executive of an act of fraud or embezzlement; (f) Executive’s conviction for a felony; (g) Executive’s engaging in any activity which is prohibited pursuant to Section 5 of this Agreement, which shall not be cured within 30 days after written notice.

Term of Employment. 1.1 The initial Company hereby employs Mx. Xxxxxxxxx as its President and Chief Executive Officer, and Mx. Xxxxxxxxx hereby accepts said employment and agrees to render such services to the Company on the terms and conditions set forth in this Agreement for a term of Employee's employment under three (3) years commencing on the Effective Date and terminating on June 30, 2019, unless further extended or sooner terminated in accordance with the terms and conditions herein set forth. Unless written notice of non-renewal is given by either party not less than one hundred twenty (120) days in advance of the expiration of the term, this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall will be automatically extended for one (1) additional terms year. Unless otherwise agreed to in writing by Mx. Xxxxxxxxx and the Company, and except in the event of one year each unless not later than October 31 a termination for just cause pursuant to Section 6.1 hereof or a removal or bar from office pursuant to Section 6.5 hereof, Mx. Xxxxxxxxx shall remain as an employee of any year beginning in 2001, either party has given written notice the Company after the expiration of the term of this Agreement and shall be entitled to all the other party rights and benefits of its or his intention not to extend an employee under the laws of the Commonwealth of Puerto Rico. 1.2 During the term of this Agreement; , the President and providedCEO shall devote his best efforts to performing such services for the Company as may be consistent with his title of President and Chief Executive Officer and those which from time to time may be assigned to him by the Company’s Board of Directors (the “Board of Directors”). 1.3 The services of the President and CEO to the Company shall be rendered principally in the Commonwealth of Puerto Rico, furtherbut he shall do such traveling on behalf of the Company as may be reasonably required by his duties. 1.4 The President and CEO shall report directly to the Board of Directors and shall have overall responsibility for all of the business and affairs of the Company, that including making all determinations concerning hiring, dismissal and compensation for all classes of employees of the Company (exception in the case of the Head of the Company’s Internal Audit Department), which determinations shall be in accordance with the policies for such hiring, dismissal and compensation established by the Compensation Committee of the Board of Directors (the “Compensation Committee”) from time to time and in accordance with applicable laws, rules and regulations, including the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System (the “FRB”), the Securities and Exchange Commission (“SEC”), and the Office of the Commissioner of Financial Institutions of Puerto Rico (the “OCFI”). 1.5 The President and CEO shall continue to occupy his position as Vice Chairperson of the Board of Directors. Furthermore, during the term of employment may be terminated upon the earlier occurrence this Agreement and any extension thereof, and in any election of any directors in which his term as a member of the following events: (a) Upon Board of Directors will expire, the termination Board of Directors shall nominate and recommend to the business or corporate existence Company’s stockholders the election of Mx. Xxxxxxxxx to the Corporation; (b) Upon the death Board of the Employee; (c) At the Corporation's optionDirectors and, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basiselected, the Corporation Board of Directors shall notify the Employee or his representative in writing and the termination shall become effective on the date appoint him as its Vice Chairperson. It is further provided that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that Mx. Xxxxxx X. Inclán ceases, for any reason, to be the Employee engages in conduct which, in the opinion Chairperson of the CorporationBoard of Directors, (1) constitutes dishonesty the Board of any kind (includingDirectors shall appoint Mx. Xxxxxxxxx as its Chairperson. It is understood and agreed that the Board’s commitment to appoint Mx. Xxxxxxxxx Chairperson as set forth above shall be in effect only while this Agreement is in effect, but and that this provision does not limited to, any misrepresentation establish an acquired right to such appointment in favor of facts or falsification Mx. Xxxxxxxxx following the termination of records) in Employee's relations, interactions or dealings with the Corporation or its customers;this Agreement.

Term of Employment. (a) The initial term of Employee's Executive’s employment under this Agreement (the “Term of Employment”) shall commence on January 1, 2000 the Effective Date and shall terminate expire on December 31, 20012013 or such later date as agreed upon by the Parties pursuant to Section 3(b), below, unless terminated prior thereto in accordance herewith. This Agreement shall not be automatically renewable and, unless mutually extended by the Parties by an agreement in writing, shall terminate upon the expiration of the Term of Employment; provided, however, that that: (i) simultaneously with the expiration of the Term of Employment and termination of this Agreement, Executive’s employment shall continue on an “at will” basis unless or until such “at will” employment is terminated by the Company or Executive by notice in writing; (ii) during the term of such “at will” employment, (A) if there is a termination by Executive with Good Reason (as defined below) or (B) if there is a termination by the Company without Cause (as defined below), in either such case, whether such termination for Good Reason or without Cause occurs prior to or following a Change in Control (as defined below) [n.b., solely for purposes of determining whether there is a Good Reason termination under this clause (ii) of this Section 3(a) and for purposes of calculating the benefits to Executive of a termination by Executive for Good Reason or by the Company without Cause, the provisions of Sections 4, 5 and 6 shall be deemed to be in full force and effect during the “at will” employment period], Executive shall be entitled to and his sole remedies for such termination (subject to the immediately following clause (iii)) shall be as set forth in Section 8(c) (which Section 8(c) shall continue in full force and effect during the “at will” employment period), and not as set forth in Section 8(e); and (iii) as provided in Section 24, (x) the provisions of Sections 1 and 2, this second sentence of this Section 3(a), Sections 8(g), (h), (i), (j) and (m), and Sections 9 through 30 of this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon survive the termination of this Agreement and remain in full force and effect in accordance with their terms, and (y) the business termination of this Agreement shall not affect any rights or corporate existence obligations of the Corporation;Parties accrued under this Agreement prior to or in connection with such termination and, with respect to such surviving provisions and those that survive under Section 3(a), thereafter. (b) Upon Absent extenuating circumstances, the death Parties envision that they will negotiate an amendment to this Agreement prior to the end of each calendar year extending the Term of Employment for an additional year; it being understood and agreed, however, that neither Party shall have a legal obligation to actually enter into any such amendment. Accordingly, beginning in October, 2011 and continuing each subsequent October during the Term of Employment, the Parties shall meet to discuss Executive’s performance during the year and the possibility of extending the Term of Employment for an additional year, and may also discuss additional proposed modifications of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes other terms of this Agreement, "permanent disability" means with a view toward concluding such discussions, and, assuming they actually come to agreement, entering into an amendment to this Agreement prior to the end of the calendar year. In connection with all such discussions, it is understood and agreed (i) that neither Party shall have any physical or mental impairment legal obligation to actually enter into any such amendment, (ii) that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected no such amendment shall exist unless and until approved by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for Committee (as defined below) and/or the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing Board (as defined below) and the termination shall become effective on requirements of Section 22 are satisfied with respect thereto, and (iii) that the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to EmployeeCompany may, in the event its discretion and without any liability or obligation of any breach or default by Employee of any kind, elect to handle negotiations with Executive differently than it handles similar negotiations with other senior executives of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Company.

Term of Employment. (a) The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; Agreement ("Term of Employment") shall be the period commencing on the date of this Agreement (the "Commencement Date") and providedcontinuing until the Termination Date, further, that which shall mean the term of employment may be terminated upon the earlier occurrence of any of the following eventsearliest to occur of: (ai) Upon the termination second anniversary of the business or corporate existence of the CorporationCommencement Date; (bii) Upon the death of the EmployeeExecutive; (ciii) At the CorporationExecutive's optioninability to perform his duties hereunder, if Employee shall suffer as a permanent disability; (For the purposes result of this Agreement, "permanent disability" means any physical or mental impairment that renders disability as reasonably determined by the Employee unable personal physician of Executive, for a period of six (6) at least 180 consecutive days or for at least 180 days during any period of twelve consecutive months or more to perform during the essential job functions Term of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) Employment; or (div) At the Corporation's optiondischarge of Executive by NBTB "for cause," which shall mean one or more of the following: (A) any willful or gross misconduct by Executive with respect to the business and affairs of NBTB or NBT Bank, upon ten or with respect to any of its affiliates for which Executive is assigned material responsibilities or duties; (10B) calendar days' written notice the conviction of Executive of a felony (after the earlier of the expiration of any applicable appeal period without perfection of an appeal by Executive or the denial of any appeal as to Employee, which no further appeal or review is available to Executive) whether or not committed in the event course of his employment by NBTB; (C) Executive's willful neglect, failure, or refusal to carry out his duties hereunder in a reasonable manner (other than any such failure resulting from disability or death or from termination by Executive for Good Reason, as hereinafter defined) after a written demand for substantial performance is delivered to Executive that specifically identifies the manner in which NBTB believes that Executive has not substantially performed his duties and Executive has not resumed substantial performance of his duties on a continuous basis within thirty days of receiving such demand; or (D) the breach by Executive of any breach representation or default by Employee of any of the terms of this Agreement warranty in section 6(a) hereof or of any of Employee's duties or obligations hereunderagreement contained in section 1, 4, 5, or 6(b) hereof, which breach is material and adverse to NBTB or any of its affiliates for which Executive is assigned material responsibilities or duties; or (v) Executive's resignation from his position as president and chief operating officer of NBT Bank other than for "Good Reason," as hereinafter defined; or (vi) the termination of Executive's employment by NBTB "without cause," which shall be for any reason other than those set forth in the event the Corporation determines that Employee is not performing the duties required subsections (i), (ii), (iii), (iv), or (v) of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporationthis section 2(a), at its sole optionany time, may terminate upon the Employee's services immediately and pay him an amount that is equivalent thirtieth day following notice to ten (10) calendar days of his salary, less any deductions required by law;Executive; or (evii) At the CorporationExecutive's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;resignation for "Good Reason."

Term of Employment. The 3.1. This Agreement shall enter into effect immediately upon, and subject to, the consummation of the Company’s initial public offering (IPO) on the NASDAQ (the: “Commencement Date”) and Executive’s employment shall continue until it is terminated as hereafter provided (the term of Employee's Executive’s employment under shall be referred to herein as the “Term”). For the avoidance of doubt it is hereby agreed and acknowledged that the execution of this Agreement shall commence on January 1not be deemed as terminating the Executive’s employment under the Original Agreement, 2000 and shall terminate on December 31, 2001; provided, however, that and/or as affecting any of the Executive’s rights which were accumulated under the Original Agreement up to the Commencement Date. 3.2. Either party to this Agreement may terminate Executive’s employment hereunder at its own discretion at any time, by giving a prior written notice of six months to the other Party. Notwithstanding the aforesaid, in case that the Company’s securities are no longer traded on the NASDAQ and/or on any other stock exchange, the notice period shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice reduced to three months. 3.3. Without derogating from the other party of its or his intention not aforesaid the Company shall be entitled to extend terminate Executive’s employment with the term of this Agreement; Company and provided, further, that the term of employment may relationships shall be deemed immediately terminated upon the earlier occurrence of any (as of the following events: notice given by the Company to that effect) in the event of Cause (as defined hereafter) or in the event of Disability of Executive (as hereinafter defined). “Cause” shall mean: (a) Upon a material breach of trust including but not limited to any breach of Executive’s obligations set out in Exhibit B hereto that causes material damage to the termination of the business Company; or corporate existence of the Corporation; (b) Upon any willful and continued failure to perform any of Executive’s fundamental functions or duties, which was not cured within 7 days after receipt by Executive of written notice thereof from the death of the Employee; (c) At the Corporation's option, if Employee Board. “Disability” shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means mean any physical or mental impairment that renders the illness or injury as a result of which Employee unable remains absent from work for a period of six (6) successive months, or an aggregate of six (6) months or more to perform in any twelve (12) month period. Disability shall occur upon the essential job functions end of such six-month period; Executive’s employment shall be deemed as immediately terminated in case of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is givendeath.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;

Term of Employment. The initial (a) Subject to prior termination in accordance with Section 2(b) below, the term of this Agreement and the Employee's employment under hereunder shall commence as of the Effective Date and shall continue through November 30, 2000, and shall thereafter automatically renew (except to the extent otherwise provided in this Agreement) for additional terms of one (1) year each unless either party gives written notice of termination to the other party not less than ninety (90) days prior to the end of any term (in which event this Agreement shall commence on January terminate effective as of the close of such term), as the same may be renewed (the "Term"). (b) This Agreement may be terminated: (i) upon mutual written agreement of the Corporation and the Employee; (ii) at the option of the Employee, upon thirty (30) days' prior written notice to the Corporation, in the event that (A) the Corporation shall (1) fail to make any payment to the Employee required to be made under the terms of this Agreement within thirty (30) days after payment is due after written notice and opportunity to cure, 2000 or (2) fail to perform any other material covenant or agreement to be performed by it hereunder (including the failure to re-appoint or re-elect Employee to the offices described in Section 1(a) of this Agreement or other material change in the duties of the Employee which reduces the scope or importance of such position) or take any action prohibited by this Agreement, and shall terminate on December 31, 2001fail to cure or remedy same within thirty (30) days after written notice thereof to the Corporation; provided, however, that this Agreement if any periodic salary payment is not paid within ten (10) days of its due date, the Employee shall only be automatically extended for additional terms required to provide fifteen (15) days, prior written notice of one year each unless not later than October 31 termination; or (B) the Corporation is declared insolvent, liquidates, dissolves or discontinues the Corporation Business (as hereinafter defined). (iii) at the option of any year beginning in 2001the Corporation, either party has given upon written notice to the other party of its or his intention not to extend the term of this Agreement; and providedEmployee, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: "for cause" (a) Upon the termination of the business or corporate existence of the Corporationas hereinafter defined); (biv) Upon at the option of the Corporation in the event of the "permanent disability" (as hereinafter defined) of the Employee; or (v) upon the death of the Employee;, or as a result of the voluntary resignation by the Employee for any reason other than as specified in Section 2(b)(ii) above. (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basisAs used herein, the Corporation term "for cause" shall notify the Employee or his representative in writing mean and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not be limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;:

Term of Employment. The initial Employee’s term of employment shall commence as of the Commencement Date and shall end and expire on the close of business on the last day of the month which includes or coincides with the date marking the five (5) year anniversary of the Commencement Date (such period the “Term”); provided that Employee's ’s employment may be earlier terminated pursuant to the terms expressly set forth herein below. The period during which Employee’s employment with the Company continues, whether under this Agreement or otherwise, but without termination is herein referred to as the “Employment Period.” The parties agree that commencing on the date which is [*] to the schedule expiration of the Term, the Company shall commence on January 1notify Employee of its desire, 2000 and shall terminate on December 31without obligation, 2001; provided, however, that to either renew or extend the then current Term of this Agreement shall be automatically extended for additional terms or to permit this Agreement to expire as of one year each unless not later than October 31 the last day of any year beginning in 2001, either party has given written the then current Term. Upon receipt of such notice indicating the Company’s desire to the other party of its renew or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes then current Term of this Agreement, "permanent disability" means the parties shall thereafter discuss in good faith such renewal or extension and any physical changes or mental impairment modifications desired to be made to this Agreement with respect to same; provided that renders absent both the Company and Employee unable for reaching mutual written agreement as to any such renewal or extension of the Term and/or modification of this Agreement, neither the Company nor Employee shall be under any obligation to implement same, it being intended that any such renewal or extension and/or modifications shall be within the sole and absolute discretion of each of the Company and Employee until such time as a period definitive written agreement is reached and implemented as between the Company and Employee addressing such matters. Unless the parties otherwise agree in writing, continuation of six (6) months or more Employee’s employment with the Company following the expiration of the Term shall be deemed an employment at-will and shall not be deemed to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of extend any of the terms provisions of this Agreement and Employee’s employment may thereafter be terminated at will by either Employee or the Company; provided that the provisions of Sections 4, 7, 8, 9,10,11 and 15 of this Agreement shall survive any termination of this Agreement or Employee’s termination of any of Employee's duties or obligations employment hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;.

Term of Employment. DUTIES. From the period commencing on the date hereof and ending immediately prior to the Effective Time (as defined in the S-1 registration filed by "AMP" in connection with its IPO (or in the event of a sale or merger ("Sale or Merger") of the Company, as defined in the definitive agreement associated therewith) the employment of the Executive shall be governed by the terms and conditions set forth in the Prior Agreement. The term of this Agreement (the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the third anniversary of the Effective Time (such initial term of Employee's employment under this the Agreement shall commence on January 1referred to as the "Initial Term"); PROVIDED, 2000 and shall terminate on December 31, 2001; provided, howeverHOWEVER, that this Agreement the Term shall automatically be automatically extended renewed for successive, additional terms three year periods at the end of the Initial Term and each renewal term thereafter, unless either the Company or the Executive provides at least one year each unless not later than October 31 of any year beginning in 2001, either party has given written year's notice to the other party of its or his intention not to extend renew the Term; and PROVIDED, FURTHER, that if the "IPO", Sale, or Merger, is terminated in accordance with its terms prior to the Effective Time or the "IPO," the Sale or Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. During the Term, the Executive shall be employed as the Senior Vice President, and Chief Financial Officer of the Company, and serve as member of the Company's Executive Committee, reporting to the President and Chief Executive Officer of the Company with the traditional duties, responsibilities and authority of such office in companies similar in size to the Company. Executive shall during the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any hereof serve as a member of the following events: (a) Upon the termination Board of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the CorporationDirectors. The Employee acknowledges and Executive agrees that he shall voluntarily submit perform his duties hereunder faithfully and to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions best of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative abilities and in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any furtherance of the terms business of this Agreement or the Company and its subsidiaries and shall devote substantially all of any of Employee's duties or obligations hereunderhis business time, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder energy and attention to the satisfaction business of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at Company and its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;subsidiaries.

Term of Employment. DUTIES. From the period commencing on the date hereof and ending immediately prior to the Effective Time (as defined in the S-1 registration filed by "AMP" in connection with its IPO, the employment of the Executive shall be governed by the terms and conditions set forth in the Prior Agreement. The term of this Agreement (the "Term") and Executive's employment with the Company hereunder shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the third anniversary of the Effective Time (such initial term of Employeethe Agreement referred to as the "Initial Term"); PROVIDED, HOWEVER, that the Term shall automatically be renewed for successive, additional two year periods at the end of the Initial Term and each renewal term thereafter, unless either the Company or the Executive provides at least one year's employment under notice to the other of its intention not to renew the Term; and PROVIDED, FURTHER, that if the "IPO" is terminated in accordance with its terms prior to the Effective Time or the "IPO" is abandoned or otherwise does not close, (x) this Agreement shall commence on January 1automatically terminate without further obligation by either party hereto, 2000 (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. During the Term, the Executive shall be employed as the of the Company, reporting to the President of the Company, serving at the will of the Board of Directors of the Company (the "Board") with the traditional duties, responsibilities and authority of such office in companies similar in size to the Company. The Executive agrees that he shall perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the business of the Company and its subsidiaries and shall terminate on December 31devote substantially all of his business time, 2001; energy and attention to the business of the Company and its subsidiaries, provided, however, that this Agreement Executive shall be automatically extended for additional terms permitted to devote a reasonable amount of one year each unless not later than October 31 of any year beginning in 2001business time, either party has given written notice energy and attention to the other party pursuit of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any activities on behalf of the following events: (a) Upon entities described on the termination attached Exhibit B hereto and disclosed to Company in connection with Company's acquisition of the business or corporate existence assets of Pyramid Anesthesiology Group, Inc. so long as such devotion does not unreasonably interfere with the Corporation; (b) Upon the death performance of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of EmployeeExecutive's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;.

Term of Employment. The initial term of EmployeeExecutive's employment under pursuant to this Agreement shall commence on January 1, 2000 the Effective Date and shall terminate on the earliest to occur of the following (in any case, the "TERM"): (a) the close of business on December 31, 2001; 2010, provided, howeverthat if the Company has not given Executive Notice of its decision not to renew the Term on or before April 1, that this Agreement 2010, then, unless otherwise terminated as provided below, the Term shall be automatically extended for additional terms until the earlier of one year each unless not later than October 31 (i) a date which is nine (9) months following delivery after April 1, 2010 by the Company to Executive of any year beginning in 2001, either party has given written notice to the other party Notice of its or his intention decision not to extend the term of this Agreement; and provided, Term further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: and (aii) Upon the termination of the business or corporate existence of the CorporationDecember 31, 2011; (b) Upon the death of the EmployeeExecutive; (c) At delivery to Executive of written Notice (as defined below) of termination by the Corporation's option, Company if Employee Executive shall suffer a permanent disability; "PERMANENT DISABILITY," which for purposes of this Agreement shall mean a condition that entitles Executive to benefits under an applicable Company long-term disability plan or, if no such plan exists, a physical or mental disability which, in the reasonable judgment of the Board, is likely to render Executive unable to perform his duties and obligations under this Agreement for 90 days in any 12-month period; (d) delivery to Executive of written Notice of termination by the Company for "Cause," which Notice shall identify the particular details of the conduct that the Company believes constitutes Cause. For the purposes of this Agreement, "permanent disabilityCAUSE" means shall mean: (i) any physical act or mental impairment that renders omission knowingly undertaken or omitted by Executive with the Employee unable for intent of causing damage to the Company, its properties, assets or business or its stockholders, officers, directors or employees; (ii) any fraud, misappropriation or embezzlement by Executive resulting in a period of six (6) months or more material personal profit to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to EmployeeExecutive, in any case, involving properties, assets or funds of the event of any breach Company or default by Employee of any of the terms of this Agreement or of its subsidiaries; (iii) Executive's consistent failure to materially perform his normal duties as described in Section 1.2 , other than any of Employeesuch failure resulting from Executive's duties or obligations hereunderPermanent Disability; (iv) conviction of, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction pleading nolo contendere to, (A) any crime or offense involving monies or other property of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Company; or

Term of Employment. The initial (a) Subject to prior termination in accordance with Section 2(b) below, the term of this Agreement and the Employee's employment under hereunder shall commence as of the Effective Date and shall continue through November 30, 2000, and shall thereafter automatically renew (except to the extent otherwise provided in this Agreement) for additional terms of one (1) year each unless either party gives written notice of termination to the other party not less than ninety (90) days prior to the end of any term (in which event this Agreement shall commence on January terminate effective as of the close of such term), as the same may be renewed (the "Term"). (b) This Agreement may be terminated: (i) upon mutual written agreement of the Company and the Employee; (ii) at the option of the Employee, upon thirty (30) days' prior written notice to the Company, in the event that (A) the Company shall (1) fail to make any payment to the Employee required to be made under the terms of this Agreement within thirty (30) days after payment is due, 2000 or (2) fail to perform any other material covenant or agreement to be performed by it hereunder (including the failure to re-appoint or re-elect Employee to the offices described in Section 1(a) of this Agreement or other material change in the duties of the Employee which reduces the scope or importance of such position) or take any action prohibited by this Agreement, and shall terminate on December 31, 2001fail to cure or remedy same within thirty (30) days after written notice thereof to the Company; provided, however, that this Agreement if any periodic salary payment is not paid within ten (10) days of its due date, the Employee shall only be automatically extended for additional terms required to provide fifteen (15) days prior written notice of one year each unless not later than October 31 termination; or (B) the Company is declared insolvent, liquidates, dissolves or discontinues the Company Business (as hereinafter defined). (iii) at the option of any year beginning in 2001the Company, either party has given upon written notice to the other party of its or his intention not to extend the term of this Agreement; and providedEmployee, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: "for cause" (a) Upon the termination of the business or corporate existence of the Corporationas hereinafter defined); (biv) Upon at the option of the Company in the event of the "permanent disability" (as hereinafter defined) of the Employee; or (v) upon the death of the Employee;, or as a result of the voluntary resignation by the Employee for any reason other than as specified in Section 2(b)(ii) above. (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basisAs used herein, the Corporation term "for cause" shall notify the Employee or his representative in writing mean and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not be limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;:

Term of Employment. The initial term of the Employee's employment under hereunder (the "Term") shall be from the date this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to is fully executed until the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (ai) Upon The death or total disability of Employee (total disability meaning the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable failure to fully perform his normal required services hereunder for a period of six (6) consecutive months or more to perform during any consecutive twelve (12) month period during the essential job functions of his position, even with reasonable accommodationterm hereof, as determined by a physician selected an independent medical doctor jointly chosen by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.Employer) orby reason of mental or physical disability; (dii) At the CorporationThe termination by Employer of Employee's optionemployment hereunder, upon ten thirty (1030) calendar days' days prior written notice to Employee, for "good cause", as reasonably determined by the Board of Directors. For purposes of this Agreement, "good cause" for termination of Employee's employment shall exist (A) if Employee is convicted of, pleads guilty to or confesses to any felony or any act of fraud, misappropriation or embezzlement, (B) if Employee has engaged in a dishonest act to the event material damage or prejudice of any breach Employer or default by an affiliate of Employer, or in conduct or activities materially damaging to the property, business, or reputation of Employer or an affiliate of Employer, or (C) if Employee of violates any of the terms provisions contained in Section 5 of this Agreement Agreement, after receiving written notice from the Employer specifically outlining the alleged violations by the Employee of Section 5 hereof and either (1) the Employee fails to stop the alleged behavior which is claimed to be such a breach within thirty (30) days of receipt by the Employee of such written notice or of any of Employee's duties (2) the Employer prevails in mediation or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder binding arbitration pursuant to the satisfaction commercial arbitration rules of the Corporation. In lieu of providing ten American Arbitration Association which arbitration is commenced by the Employee within thirty (1030) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required receipt by lawthe Employer of such notice in accordance with the provisions of Section 5.6 hereof; (eiii) At The termination by the Corporation's option, without any advance notice, Employee in the event that the Combination is not consummated and/or at least Forty Million Dollars ($40,000,000) has not been raised as part of the initial public offering (the "IPO") contemplated as part of the Combination by August 15, 1998, upon thirty (30) days written notice to the Founding Companies; (iv) After the Combination and the IPO have both been consummated, the termination by either the Employee engages in conduct whichor the Employer, upon thirty (30) days written notice to the other party, in the opinion event of a Change of Control of the CorporationEmployer (as defined hereinbelow). For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if (1A) constitutes dishonesty any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Holding Company, a corporation owned directly or indirectly by the stockholders of the Holding Company (immediately after the IPO) or any kind of their respective affiliates, becomes the "beneficial owner" (includingas defined in Rule 13d-3 under the Exchange Act), but not limited todirectly or indirectly, of securities of the Holding Company representing 50% or more of the total voting power represented by the Holding Company's then outstanding securities that vote generally in the election of directors (referred to herein as "Voting Securities"); (B) during any misrepresentation period of facts two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new directors whose election by the Board of Directors or falsification nomination for election by the Holding Company's stockholders was approved by a vote or a majority of recordsthe directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors; (C) the stockholders of the Holding Company approve a merger or consolidation of the Holding Company with any other corporation, other than a merger or consolidation (i) which would result in the Voting Securities of the Holding Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Holding Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) in Employeewhich 50% or more of the board of directors of the surviving entity is composed of members from the Board of Directors of the Holding Company; (D) the stockholders of the Holding Company approve a plan of complete liquidation of the Holding Company or an agreement for the sale or disposition by the Holding Company of (in one transaction or a series of transactions) all or substantially all of the Holding Company's relationsassets; or (v) After December 31, interactions 2001, this Agreement shall continue upon a year-to-year basis unless terminated by either the Employer or dealings with the Corporation or its customers;Employee upon ninety days (90) written notice to the other before January 1 of the next year.

Term of Employment. (A) The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 2004 and shall terminate on December 31, 20012005; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 20012005, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a1) Upon the termination of the business or corporate existence of the Corporation; (b2) At the Corporation's option, in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation; (3) Upon the death of the Employee; (c4) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or; (d5) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e6) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers; (2) constitutes a felony; (3) potentially may or will expose the Corporation to public disrepute or disgrace, or potentially may or will cause harm to the customer relations, operations or business prospects of the Corporation; (4) constitutes harassment or discrimination towards any person associated with the Corporation, whether an employee, agent or customer, based upon that person's race, color, national origin, sex, age, disability, religion, or other protected status; (5) reflects disruptive or disorderly conduct, including but not limited to, acts of violence, fighting, intimidation or threats of violence against any person associated with the Corporation, whether an employee, agent or customer, or possessing a weapon while on the Corporation's premises or while acting on behalf of the Corporation; (6) is indicative of abusive or illegal drug use while on the Corporation's premises or while acting on the Corporation's behalf; or (7) constitutes a willful violation of any governmental rules or regulations; or (7) At the Employee's option, after providing the Corporation with at least thirty (30) calendar days advance written notice of his intention to terminate the employment relationship. If employment is terminated for any of the reasons set forth in subparagraphs (3) through (7) of this section 2(A), Employee shall be entitled to receive only the Base Salary (as that term is hereinafter defined) accrued but unpaid as of the date of the termination and shall be ineligible to receive any additional compensation or severance pay. If, on the other hand, employment is terminated by the Corporation during the term of this Agreement for any reason other than those set forth in paragraphs (3) through (7) of this section 2(A), subject to the conditions set forth in paragraphs 2(C) and (D) of this Agreement, the Corporation shall provide severance pay to Employee in an amount based upon his length of service with the Corporation. Specifically, the Corporation shall provide Employee with six (6) months of Base Salary if he has less than five (5) years of service with the Corporation as of the date of his termination and with twelve (12) months of Base Salary if he has five (5) or more years of service with the Corporation as of the date of his termination. Such severance pay shall be paid in equal monthly installments, unless the Corporation, within its sole discretion, elects to pay the present value of the severance pay in a lump sum within thirty (30) calendar days of the termination. (B) If employment is terminated in conjunction with a change in the control of the Corporation or in conjunction with the sale of substantially all of the operating assets of the Corporation, the Corporation will provide Employee with severance pay under the circumstances specified in subparagraphs (1) and (2) of this paragraph (B), and the conditions set forth in paragraphs 2(C) and (D) of this Agreement. For the purposes of this Agreement, a "change in control" is defined as the sale of substantially all of the operating assets of the Corporation or the acquisition of more than fifty percent (50%) of the stock of the Corporation by a group of shareholders or an entity which acquires control of the Corporation (a "Purchaser"). (1) If the change in control or the sale results in the involuntary termination of Employee or results in the Employee electing to terminate his employment for a good reason as determined by the Corporation (such as the Purchaser refusing to offer full time employment to Employee on terms comparable to those provided by the Corporation prior to the acquisition or the Purchaser requiring Employee to move to a new location), the Corporation shall provide Employee with severance pay in an amount that is equal to two times his annual Base Salary and shall pay Employee any reasonably anticipated Performance Bonus for the fiscal year in which he was terminated on a prorated basis. (2) If Employee voluntarily terminates his employment without a good reason (as determined by the Corporation) within ninety (90) days after the change in control or the sale, the Corporation shall provide Employee with six (6) months of Base Salary if he has less than five (5) years of service with the Corporation as of the date of his termination and with twelve (12) months of Base Salary if he has five (5) or more years of service with the Corporation as of the date of his termination. (3) For purposes of this paragraph 2(B), in the event a change of control occurs after April 1, 2005, Employee may take up to nine (9) months from the date of change of control to claim severance pay, as provided in paragraph 2(B)(1) and (2). (C) The severance pay provided for in section 2(A) of this Agreement shall be paid in equal monthly installments, unless the Corporation, within its sole discretion, elects to pay the present value of the severance pay in a lump sum within thirty (30) calendar days of the termination. For purposes of calculating the present value of the severance pay, the discount rate shall be the prime rate quoted in the Wall Street Journal on the day the Corporation elects to pay the present value of the severance pay in a lump sum. (D) Notwithstanding anything to the contrary, (i) the amount of severance pay provided under this Agreement shall not under any circumstances exceed the limitations set forth in ss. 280G of the Code, and (ii) the Corporation's obligation to pay the severance pay provided for in this section 2 shall be conditioned on Employee's execution of a written release satisfactory to the Corporation.

Term of Employment. 2.1 The initial term of Employee's employment under hereunder (the "Initial Term") shall be from the Effective Date and expire at the earlier of (a) the third anniversary of the date of this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to or (b) the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (ai) Upon The death or total disability of Employee (total disability meaning the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable failure to substantially perform his normal required services hereunder for a period of six (6) consecutive months or more to perform during any consecutive twelve (12) month period during the essential job functions of his position, even with reasonable accommodationterm hereof, as determined by a physician selected an independent medical doctor jointly chosen by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) Employer, by reason of mental or physical disability; or (dii) At the CorporationThe termination by Employer of Employee's optionemployment hereunder, upon ten seven (107) calendar days' days prior written notice to Employee, which termination shall be for "Cause", as determined by the Board of Directors of Employer in accordance with the event terms hereof. For purposes of this Agreement, "Cause" for termination of Employee's employment shall exist (V) if Employee is convicted of, pleads guilty to, or confesses to any breach felony or default by any act of fraud, misappropriation or embezzlement with regard to Employer, (W) if Employee has engaged in a dishonest act to the material damage or prejudice of Employer or an affiliate of Employer, or in conduct or activities materially damaging to the property, business, or reputation of Employer or an affiliate of Employer, (X) if Employee violates any of the terms provisions contained in Section 4 of this Agreement Agreement, after receiving thirty (30) days written notice from Employer specifically outlining the alleged violations by the Employee of Section 4 hereof and Employee has not cured the alleged violations within thirty (30) days of receipt of written notice by the Employer; (Y) Employee willfully breaches or of any of Employee's habitually and recklessly neglects the duties or obligations he is required to perform hereunder, or performs such duties in a grossly negligent manner, after receiving thirty (30) days written notice from Employer specifically outlining the event violations of this Section and Employee has not cured the Corporation determines that Employee is not performing the duties required alleged violations of him hereunder to the satisfaction of the Corporation. In lieu of providing ten this Section within thirty (1030) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required receipt of written notice by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Employer.

Term of Employment. The initial term Commencing on May 17, 2010 (the “Commencement Date”), and unless Executive’s employment shall sooner terminate pursuant to Section 9, the Company shall continue to employ Executive on the terms and subject to the conditions of Employee's employment under this Agreement shall commence on January 1from the date first written above through June 30, 2000 2011 (the “Initial Term”). Effective upon the expiration of the Initial Term and shall terminate on December 31each Additional Term (as defined below), 2001; provided, however, that this Agreement Executive’s employment hereunder shall be deemed to be automatically extended extended, upon the same terms and conditions, for an additional terms period of one (1) year (each, an “Additional Term”), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless not later than October 31 of any year beginning in 2001, either party has the Company shall have given written notice to Executive, at least ninety (90) days prior to the other party expiration of the Initial Term or such Additional Term, of its or his intention not to extend the term Employment Period (as defined below) hereunder. Executive’s Separation from Service (as defined below) with the Company pursuant to any such notice of this Agreement; and provided, further, that non-extension delivered by the term of employment may be terminated Company to Executive shall occur upon the earlier occurrence of any expiration of the following events: relevant Term or Additional Term (aas applicable) Upon the and shall be deemed to constitute her Separation from Service due to termination of her employment by the business or corporate existence of the Corporation; Company Without Cause (bas defined below) Upon the death of the Employee; (cpursuant to Section 9(c) At the Corporation's option, if Employee shall suffer a permanent disability; (and 9(f)(i) hereof. For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders “Separation from Service” has the Employee unable for a period meaning given to such term in Section 1.409A-1(h) of six the regulations (6as amended) months or more to perform the essential job functions promulgated under Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of his position, even with reasonable accommodation1986, as determined by a physician selected amended (the “Code”). The period during which Executive is employed by the Corporation. The Employee acknowledges and agrees that he Company pursuant to this Agreement, including any extension thereof in accordance with this section, shall voluntarily submit be referred to a medical or psychological examination for as the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given“Employment Period.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;”

Term of Employment. The Unless terminated earlier under the provisions of this Agreement, the initial term of Employee's employment of the Physician shall be for a period of five (5) years (the "Initial Term"), commencing on March 5, 1998, (the "Commencement Date") and expiring on March 4, 2003 (the "Expiration Date"). Unless terminated earlier under the provisions of this Agreement, and provided that both (i) the Physician shall be less than sixty five (65) years of age on the Expiration Date of the Initial Term, or a Renewal Term (as defined below); and, (ii) the Company has met the Earnings Threshold (as defined below), then the Physician may elect, in his or her sole discretion, to extend the Initial Term or a Renewal Term for an additional period of three (3) years (a "Renewal Term") by sending a written notice (a "Renewal Notice") to MCPA at least One Hundred Eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect, as the case may be. Any Renewal Terms shall be upon the same terms and conditions as contained in this Agreement, except where otherwise specified in this Agreement or by the parties in writing. Unless terminated earlier under the provisions of this Agreement, this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms upon the Expiration Date of one year each unless not later than October 31 of any year beginning the Initial Term or Renewal Term then in 2001, either party has given written notice to effect (i) if the other party of its or his intention Physician elects not to extend the term of this Agreementthe Agreement by timely sending MCPA a Renewal Notice; and provided, further, that (ii) if the term Physician is older than sixty five (65) years of employment may be terminated upon age on the earlier occurrence of any Expiration Date of the following events: Initial Term or a Renewal Term, as the case may be; or (aiii) Upon in MCPA's sole discretion, if the termination Company has not met the Earnings Threshold as of the business or corporate existence of date the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (Renewal Notice is received. For the purposes of this Agreement, any references to the "permanent disabilityTerm" means of the Agreement shall be to the Initial Term and any physical Renewal Terms then in effect. For purposes of this Agreement, a Contract Year shall be defined as the twelve (12) month period commencing on the Commencement Date of this Agreement (or mental impairment on its anniversary in subsequent years) and ending on the day before the anniversary of the Commencement Date. During the term of the MSA, the Earnings Threshold shall be met when the aggregate amount of all monthly Management Fees paid to Sheridan pursuant to Article IV of the MSA during each Contract Year of the Initial Term or Renewal Term then in effect is equal to at least Two Million Five Hundred Twenty Five Thousand Dollars ($2,525,000.00) (the "Base Amount"). In the event that renders the Employee unable MSA is terminated for a period any reason, the Earnings Threshold shall be met if the net earnings of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination Company for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective most recent four (4) quarters for which financial information is available on the expiration date that such notification is given.) or of the Initial Term or Renewal Term then in effect (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event after payment of any breach or default by Employee of any of the terms physician base compensation pursuant to Section 3(a)(i) of this Agreement or pursuant to any other written arrangement with any other physician employee of the Company, but before payment of any Incentive Compensation pursuant to Section 3(a)(iii) of Employee's duties this Agreement or obligations hereunder, or in pursuant to any other written arrangement with any other physician employee of the event the Corporation determines that Employee Company) is not performing the duties required of him hereunder at least equal to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Base Amount.

Term of Employment. The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this ------------------ Agreement shall be automatically extended for additional terms of one year each unless not later than the period commencing July 1, 2005 and ending on October 31 of any year beginning in 200131, either party has given written notice 2007. Employee's employment hereunder may be terminated prior to the other party expiration of its the initial term or his intention not to extend the any extension term of this Agreement; and provided, further, that the term of employment may be terminated Agreement upon the earlier occurrence of any of the following events: (a) Upon the termination death of Employee, if Employee is actively employed by Employer at the business or corporate existence time of the Corporation;death. (b) Upon the death of the By Employee;, upon not less than ninety (90) days nor more than one hundred twenty (120) days written notice to Employer. (c) At In the Corporationevent of Employee's option"disability," which for purposes hereof shall mean Employee's failure substantially to discharge Employee's duties under this Agreement for ninety (90) consecutive days or one hundred twenty (120) days in any calendar year, whether or not consecutive, as a result of an injury, disease, sickness or other physical or mental incapacity. A determination of Employee's disability shall be made by a qualified licensed physician chosen by Employer subject to Employee's approval, which approval shall not be unreasonably withheld. In the event Employer and Employee cannot agree on the choice of a physician, then such physician shall be chosen by the xxxx of the St. Louis University School of Medicine, St. Louis, Missouri, or if Employee said xxxx is unwilling or unable to do so, by the xxxx of another medical school of recognized national repute. The cost of such determination shall suffer a permanent disability; be borne by Employer, and in the absence of fraud or bad faith, shall be binding on all parties hereto. (d) By Employer, for "cause," immediately upon written notice to Employee. For the purposes of this Agreement, "permanent disabilitycause" means any physical shall mean (i) Employee's breach or mental impairment that renders the Employee unable for a period violation of six (6) months or more failure to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the material terms and conditions of this Agreement or such other conduct or action by Employee which materially and adversely affects the business or reputation of any Employer as determined by Employer's Board of Employee's duties or obligations hereunderDirectors, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (includingwhich shall include specifically, but not limited toby way of limitation, any misrepresentation of facts intentional or falsification of records) in Employee's relations, interactions negligent conduct or dealings activity inconsistent with or proscribed by federal or state criminal statute or regulation or express Employer policy pertaining to a contract with the Corporation United States Government or its customers;the violation of any other ethics or other corporate policy of Employer, or (ii) any act of dishonesty or disloyalty or breach of trust against Employer.

Term of Employment. The initial term of the Employee's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement hereunder (the "Term") shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001from May 21, either party has given written notice to 1998 until the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (ai) Upon The death or total disability of Employee (total disability meaning the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable failure to fully perform his normal required services hereunder for a period of six (6) consecutive months or more to perform during any consecutive twelve (12) month period during the essential job functions of his position, even with reasonable accommodationterm hereof, as determined by a physician selected an independent medical doctor jointly chosen by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.Employer) orby reason of mental or physical disability; (dii) At the CorporationThe termination by Employer of Employee's optionemployment hereunder, upon ten thirty (1030) calendar days' days prior written notice to Employee, for "good cause", as reasonably determined by the Board of Directors. For purposes of this Agreement, "good cause" for termination of Employee's employment shall exist (A) if Employee is convicted of, pleads guilty to or confesses to any felony or any act of fraud, misappropriation or embezzlement, (B) if Employee has engaged in a dishonest act to the material damage or prejudice of Employer or an affiliate of Employer, or in conduct or activities materially damaging to the property, business, or reputation of Employer or an affiliate of Employer, or (C) if Employee violates any of the provisions contained in Section 5 of this Agreement, after receiving written notice from the Employer specifically outlining the alleged violations by the Employee of Section 5 hereof and either (1) the Employee fails to stop the alleged behavior which is claimed to be such a breach within thirty (30) days of receipt by the Employee of such written notice or (2) the Employer prevails in mediation or binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association which arbitration is commenced by the Employee within thirty (30) days of receipt by the Employer of such notice in accordance with the provisions of Section 5.6 hereof; (iii) The termination by either the Employee or the Employer, upon thirty (30) days written notice to the other party, in the event of a Change of Control of the Employer (as defined hereinbelow). For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if (A) any breach "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or default other fiduciary holding securities under an employee benefit plan of the Holding Company, a corporation owned directly or indirectly by Employee the stockholders of the Holding Company (immediately after the IPO) or any of their respective affiliates, becomes the terms "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Holding Company representing 50% or more of the total voting power represented by the Holding Company's then outstanding securities that vote generally in the election of directors (referred to herein as "Voting Securities"); (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new directors whose election by the Board of Directors or nomination for election by the Holding Company's stockholders was approved by a vote or a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors; (C) the stockholders of the Holding Company approve a merger or consolidation of the Holding Company with any other corporation, other than a merger or consolidation (i) which would result in the Voting Securities of the Holding Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Holding Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) in which 50% or more of the board of directors of the surviving entity is composed of members from the Board of Directors of the Holding Company; (D) the stockholders of the Holding Company approve a plan of complete liquidation of the Holding Company or an agreement for the sale or disposition by the Holding Company of (in one transaction or a series of transactions) all or substantially all of the Holding Company's assets; or (iv) After December 31, 2001, this Agreement shall continue upon a year-to-year basis unless terminated by either the Employer or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder upon ninety days (90) written notice to the satisfaction other before January 1 of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;next year.

Term of Employment. The initial term of Employee's employment under this ------------------ Agreement shall commence on January be for the period commencing as of November 1, 2000 1998, and shall terminate on December continuing through October 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one and thereafter continuing from year each to year unless not later than October 31 of any year beginning in 2001, terminated by either party has given written at any time during any such further term upon the giving of thirty (30) days notice to the other party of its termination and/or termination pay, or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination death of the business or corporate existence of the Corporation;Employee. (b) Upon the death of the At Employee;'s option upon thirty (30) days written notice. (c) At In the Corporationevent of Employee's optionDisability (defined as the failure substantially to discharge Employee's duties under this Agreement for ninety (90) consecutive days or one hundred twenty (120) days in any calendar year, whether or not consecutive, as a result of an injury, disease, sickness or other physical or mental incapacity). A determination of Employee's Disability shall be made by a qualified licensed physician chosen by the Employer subject to Employee's approval, which approval shall not be unreasonably withheld. In the event Employer and Employee cannot agree on the choice of a physician, then such physician shall be chosen by the xxxx of the St. Louis University School of Medicine, St. Louis, Missouri, or if said xxxx is unwilling or unable to do so, by the xxxx of another medical school of recognized national repute. The cost of such determination shall be borne by Employer, and in the absence of fraud or bad faith, shall be binding on all parties hereto. Upon termination for any of the foregoing causes, Employee shall suffer a permanent disability; (For be entitled to receive only the purposes compensation accrued and unpaid as of the date of termination and shall not be entitled to additional compensation or other consideration except as otherwise expressly provided in this Agreement, "permanent disability" means any physical or mental impairment that renders such other compensation plans in effect in which Employee is a participant at the Employee unable for a period time of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is giventermination.) or (d) At the CorporationFor cause upon seven (7) days written notice. For purposes of this Agreement "cause" shall mean default of Employee's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any faithful performance of the terms and conditions of this Agreement and such failure or of any of Employee's duties such other action which materially adversely affects or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder materially detrimental to the satisfaction operation of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the EmployeeEmployer's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;business.

Term of Employment. DUTIES. From the period commencing on the date hereof and ending immediately prior to the Effective Time (as defined in the S-1 registration filed by "AMP" in connection with its IPO (or in the event of a sale or merger ("Sale or Merger") of the Company, as defined in the definitive agreement associated therewith) the employment of the Executive shall be governed by the terms and conditions set forth in the Prior Agreement. The term of this Agreement (the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the fifth anniversary of the Effective Time (such initial term of Employee's employment under this the Agreement shall commence on January 1referred to as the "Initial Term"); PROVIDED, 2000 and shall terminate on December 31, 2001; provided, howeverHOWEVER, that this Agreement the Term shall automatically be automatically extended renewed for successive, additional terms five year periods at the end of the Initial Term and each renewal term thereafter, unless either the Company or the Executive provides at least one year each unless not later than October 31 of any year beginning in 2001, either party has given written year's notice to the other party of its or his intention not to extend renew the Term; and PROVIDED, FURTHER, that if the "IPO", Sale, or Merger, is terminated in accordance with its terms prior to the Effective Time or the "IPO," the Sale or Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment of the Executive shall continue to be governed by the terms and conditions set forth in the Prior Agreement. During the Term, the Executive shall be employed as the President, and Chief Executive Officer of the Company, and serve as Chairman of the Company's Executive Committee, reporting to the Board of Directors of the Company, serving the Board of Directors of the Company (the "Board") with the traditional duties, responsibilities and authority of such office companies similar in size to the Company including the duties authorized as is set forth on Exhibit B attached hereto. Executive shall during the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any hereof serve as a member of the following events: (a) Upon Board of Directors and will serve as its Chairman. The Executive agrees that he shall perform his duties hereunder faithfully and to the termination best of his abilities and in furtherance of the business or corporate existence of the Corporation; (b) Upon Company and its subsidiaries and shall devote substantially all of his business time, energy and attention to the death business of the Employee; (c) At Company and its subsidiaries. Notwithstanding the Corporation's optionabove, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee Company acknowledges and agrees that he shall voluntarily submit Executive will be permitted to devote a medical or psychological examination for the purpose reasonable amount of determining his continued fitness business time, energy, and attention to perform the essential functions pursuit of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship activities on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any behalf of the terms of entities described on Exhibit 2, attached hereto and pursue other business and personal endeavors that do not reasonably interfere with his duties under this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Agreement.

Term of Employment. TERMINATION OF PRIOR AGREEMENT AND WAIVER OF RIGHTS AND BENEFITS AND RELEASE OF OBLIGATIONS THEREUNDER. Pursuant to this Agreement, the Bank and BCH employ the Executive and the Executive hereby accepts employment with the Bank and BCH, upon the terms and conditions hereinafter set forth. The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms a period of one year each unless not later than October 31 of any year beginning in 2001three (3) years from the date hereof, either party has given written notice subject to the other party termination provisions of its or his intention not to extend paragraph 16. Upon the occurrence of the third annual anniversary of the date of this Agreement, and on each anniversary date thereafter, the term of this Agreement; and providedAgreement shall be deemed automatically extended for an additional one (1) year term, further, that subject to the term termination provisions of employment may be terminated upon the earlier occurrence of any paragraph 16. In consideration of the following events: (a) Upon Executive's base salary and severance benefits rights and such other benefits provided pursuant to this Agreement, which the Executive and the Bank acknowledge and agree represents an increase in compensation over the compensation provided under the Prior Agreement and is adequate consideration for the termination of the business or corporate existence Prior Agreement, BCH, the Bank and the Executive agree that the Prior Agreement is hereby terminated effective as of the Corporation; date of this Agreement and that this Agreement is intended by the parties hereto to supersede in full and constitute a complete replacement for the Prior Agreement and any rights and benefits thereunder, but does not supersede or replace the rights and benefits under (bi) Upon the death of the Employee; (c) At the Corporation's optionIndemnification Agreement dated November 18, if Employee shall suffer a permanent disability; (For the purposes 2004, specified in paragraph 5 of this Agreement, "permanent disability" means any physical or mental impairment that renders (ii) the Employee unable for a period of six (6Supplemental Executive Retirement Plan dated August 1, 2004, specified in paragraph 13(d) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or (iii) any stock option agreement between BCH and the Executive as specified in paragraph 12 of this Agreement. In furtherance thereof and notwithstanding any provision of Employee's duties this Agreement or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder Prior Agreement to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written noticecontrary, the CorporationExecutive, for himself, and his heirs, beneficiaries, executors, administrators, trustees, and any other legal or personal representatives, agents, successors or permitted assignees or transferees, further expressly agrees to and does hereby waive and relinquish any and all rights and benefits under the Prior Agreement and specifically releases the Bank and BCH, and their respective directors, officers, employees, agents, affiliates and successors, from any obligations, duties and liabilities under the Prior Agreement including any matters covered or contemplated by California Civil Code Section 1542 which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at its sole optionthe time of executing the release, may terminate the Employee's services immediately and pay which if known by him an amount that is equivalent to ten (10) calendar days of must have materially affected his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings settlement with the Corporation or its customers;debtor."

Term of Employment. (a) The initial term of Employee's employment under this Agreement shall commence on January 1the effective date of this Agreement and continue for an initial term of two (2) years, 2000 unless sooner terminated as provided herein. Upon expiration of the initial term, and annually thereafter, the term of Employee's employment shall terminate automatically renew on December 31a year-to-year basis, 2001unless and until terminated as provided herein. In the event of any renewal of the term of such employment, automatic or otherwise, the compensation of Employee shall be determined by the Board of Directors of the Company effective at the time of renewal; provided, provided however, that this Agreement shall be automatically extended for additional terms if the Employee is not satisfied with the compensation determined by the Board of one year each unless not later than October 31 of any year beginning in 2001Directors, either party has given he may, by written notice to the other party Board of its or his intention not to extend Directors within ten (10) days after receiving written notice of such compensation, terminate this Agreement without liability except under the term of this Agreement; and provided, further, that the term of restrictive covenants contained herein. (b) Employee's employment hereunder may be terminated upon hereunder at any time following the earlier occurrence of any of the following events: (ai) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (cii) At the Corporation's optiontotal disability of Employee, which shall be considered to occur if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical is unable to substantially perform his or mental impairment that renders the Employee unable her normal required services hereunder for a period of six (6) months 90 days within any 120-day period by reason of Employee's mental or more to perform the essential job functions of his position, even with reasonable accommodation, physical disability as so determined by an independent licensed physician reasonably satisfactory to the Company; (iii) a physician selected finding that Employee has committed negligence or misconduct that materially departs from the standard of care applicable to Employee or the duties assigned to Employee hereunder; that Employee has failed or refused to comply with his or her duties; that Employee has been chronically inattentive to his or her duties or habitually absent from his or her work; or that Employee has committed any breach of this Agreement; provided that the Company shall give Employee notice of its finding prior to terminating Employee's employment on such grounds and, if the matter is such as to permit cure in the reasonable judgment of the Company, Employee shall have a reasonable period of time, not to exceed thirty (30) days, to avert termination by curing the grounds for such termination; (iv) a finding that Employee has committed any act that casts the Company in public disrepute; that Employee has been advised that he or she is a target or subject of a grand jury investigation or similar proceeding or investigation (which Employee shall promptly communicate to the Company); that Employee has been indicted for, pleads guilty or nolo contendere to, or is convicted of any felony; or that Employee has otherwise committed any act or offense involving moral turpitude; (v) the decision of either the Company or Employee to terminate Employee's employment upon the expiration of the current term of Employee's employment; provided that the party electing termination shall give the other party notice of such decision at least thirty (30) days before such expiration is to occur; Any finding, determination or decision on the part of the company referred to in this Section 5(b) shall be made by the CorporationBoard of Directors of the Company. (c) In the event of any termination of Employee's employment, Employee shall immediately tender his or her resignation from all positions as officer and director of the Company and each subsidiary and affiliate (if any) which Employee serves in such capacity. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship All parties may rely on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that provision as evidence of such notification is givenresignation at such time.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of Notwithstanding any breach or default by Employee of any of the terms of this Agreement or of any termination of Employee's duties or obligations hereunderemployment, or Sections 6 through 12 hereof inclusive shall continue in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings accordance with the Corporation or its customers;their terms.

Term of Employment. The initial Executive's term of Employee's employment under this Agreement hereunder ("Term of Employment") shall commence on January 1, 2000 the Effective Date and shall terminate on December 31continue until the "Agreement Termination Date", 2001; provided, however, that this Agreement which shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice mean the earliest to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following eventsoccur of: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon a. the death of the EmployeeExecutive; (c) At b. the Corporation's option, if Employee shall suffer a permanent disability; (For total or partial disability of the purposes of this Agreement, "permanent disability" means any physical or mental impairment Executive that renders the Employee him unable to perform his obligations under this Agreement for either IMED or AM for a period of not less than six (6) months or more to perform consecutive months; c. the essential job functions discharge of his position, even with reasonable accommodation, as determined by a physician selected the Executive by the Corporation. The Employee acknowledges IMED Board or the AM Board for "Cause" (as defined in AM's Amended and agrees that he shall voluntarily submit to a medical or psychological examination for Restated 1988 Stock Option Plan); d. the purpose discharge of determining his continued fitness to perform the essential functions of his position whenever requested to do so Executive by the Corporation. If IMED Board or the Corporation elects to terminate AM Board without Cause and only by giving the employment relationship on this basis, the Corporation shall notify the Employee or his representative Executive thirty (30) day advance notice in writing and of such termination (a "Separation") prior to the Final Date; e. the voluntary termination shall become effective on of the date Term of Employment by the Executive; PROVIDED, HOWEVER, that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any a material breach by IMED or default by Employee of any AM of the terms of this Agreement (a "Material Breach"), the Executive will provide IMED or AM with notice thereof and if IMED or AM fails to cure the same during the thirty (30) day period following receipt of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written such notice, the Corporation, at its sole option, Executive may terminate his employment with AM and IMED and such shall be deemed to constitute a Separation; or f. the Employee's services immediately and pay him an amount that Final Date; If the Executive is equivalent terminated pursuant to ten Sections 5(b) or 5(c), the Executive shall be given written notice of termination thirty (1030) calendar days in advance of such termination. During the thirty (30) day period, the Executive will be given the opportunity to present his salaryposition on the matter to the AM or IMED CEO, less any deductions required by law; (e) At the Corporation's option, without any advance notice, or if there is no one serving in the event that capacity of AM CEO, the Employee engages in conduct whichAM Board of Directors, and if there is no one serving in the opinion capacity of IMED CEO, the Corporation, (1) constitutes dishonesty IMED Board of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Directors.

Term of Employment. The initial term of Employee's A. This Agreement, and the employment under this Agreement it, shall commence on January 1the day and date first written above and continue for one year thereafter, 2000 unless earlier terminated under the provisions set forth herein. B. Upon the first anniversary of the effective date of this Agreement and upon each anniversary thereafter, it shall terminate on December 31, 2001be automatically renewed for successive one year terms; provided, however, that this Agreement shall may be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001terminated by either party, either party has by given written notice to the other party of its or his intention not at least 30 days prior to extend the term each anniversary of this Agreement. If such termination is caused by Employer for any reason, including as the direct or indirect result of a "Business Combination," as defined in Employer's Amended and Restated Articles of Incorporation, Article 11.A.1., then Employer shall be required to pay to Employee any amounts due under this Agreement until its expiration at its next anniversary date following such termination; and provided, furtherhowever, that the term of employment may no payments under this paragraph shall be terminated upon the earlier occurrence of any of the following events: (a) Upon required if the termination of Employee is for Cause (as defined hereinafter). If Employee is terminated during the business or corporate existence of first two years following the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes effective date of this Agreement, or if Employer fails to renew this Agreement on either of the first two anniversaries following its effective date, and such termination or non-renewal is caused by Employer for any reason, including as the direct or indirect result of a "permanent disabilityBusiness Combination," means as defined in Employer's Amended and Restated Articles of Incorporation, Article 11.A.1., then Employer shall be required to pay to Employee any physical amounts due under this Agreement through its second anniversary, plus the sum of $250,000 payable in twelve equal monthly installments commencing in the month following such termination; provided, however, that no payments under this paragraph shall be required if the termination or mental impairment that renders non-renewal of Employee is for Cause. Any payments made by Employer under this paragraph shall be reduced by any salary, wages, bonuses, consulting fees, or net earnings from self-employment generated or earned by Employee during the period such payments are made by Employer. Employee unable for a period hereby agrees to provide reasonable documentation of six (6) months or more such earnings to perform the essential job functions Employer, including copies of his position, even with reasonable accommodation, as determined by a physician selected by federal income tax returns. Upon the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for second anniversary following the purpose effective date of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basisAgreement, the Corporation provisions set forth in this paragraph shall notify the Employee expire and be of no further force or his representative in writing and the termination shall become effective on the date that such notification is giveneffect.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;

Term of Employment. The initial term of Employee's employment under this ------------------ Agreement shall commence be for the period commencing April 11, 2005 and ending on January 1April 10, 2000 and shall terminate on December 31, 2001; provided, however, that this 2008. This Agreement shall be automatically extended renewed for additional successive one (1) year periods on the last day of the initial term and any renewal term thereafter upon the same terms of one year each and conditions provided for herein unless not later than October 31 of any year beginning in 2001, terminated by either party has given upon the giving of written notice of termination to the other party at least thirty (30) days prior to the expiration of its the initial term or his intention not any renewal term, as the case may be. Employee's employment hereunder may be terminated prior to extend the expiration of the initial term or any renewal term of this Agreement; and provided, further, that the term of employment may be terminated Agreement upon the earlier occurrence of any of the following events: (a) Upon the termination death of Employee, if Employee is actively employed by Employer at the business or corporate existence time of the Corporation;death. (b) Upon the death of the By Employee;, upon not less than ninety (90) days nor more than one hundred twenty (120) days written notice to Employer. (c) At In the Corporationevent of Employee's option"disability," which for purposes hereof shall mean Employee's failure substantially to discharge Employee's duties under this Agreement for ninety (90) consecutive days or one hundred twenty (120) days in any calendar year, whether or not consecutive, as a result of an injury, disease, sickness or other physical or mental incapacity. A determination of Employee's disability shall be made by a qualified licensed physician chosen by Employer subject to Employee's approval, which approval shall not be unreasonably withheld. In the event Employer and Employee cannot agree on the choice of a physician, then such physician shall be chosen by the xxxx of the St. Louis University School of Medicine, St. Louis, Missouri, or if Employee said xxxx is unwilling or unable to do so, by the xxxx of another medical school of recognized national repute. The cost of such determination shall suffer a permanent disability; be borne by Employer, and in the absence of fraud or bad faith, shall be binding on all parties hereto. (d) By Employer, for "cause," immediately upon written notice to Employee. For the purposes of this Agreement, "permanent disabilitycause" means any physical shall mean (i) Employee's breach or mental impairment that renders the Employee unable for a period violation of six (6) months or more failure to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the material terms and conditions of this Agreement or such other conduct or action by Employee which materially and adversely affects the business or reputation of any Employer as determined by Employer's Board of Employee's duties or obligations hereunderDirectors, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (includingwhich shall include specifically, but not limited toby way of limitation, any misrepresentation of facts intentional or falsification of records) in Employee's relations, interactions negligent conduct or dealings activity inconsistent with or proscribed by federal or state criminal statute or regulation or express Employer policy pertaining to a contract with the Corporation United States Government or its customers;the violation of any other ethics or other corporate policy of Employer, or (ii) any act of dishonesty or disloyalty or breach of trust against Employer.

Term of Employment. (a) The initial term of Employee's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; Agreement ("Term of Employment") shall be the period commencing on the date of this Agreement (the "Commencement Date") and providedcontinuing until the Termination Date, further, that which shall mean the term of employment may be terminated upon the earlier occurrence of any of the following eventsearliest to occur of: (ai) Upon the termination of the business or corporate existence of the CorporationJANUARY 1, 2005, PROVIDED, HOWEVER, THAT ON JANUARY 1, 2003, AND ON EACH JANUARY 1 THEREAFTER, THE TERM OF EMPLOYMENT SHALL AUTOMATICALLY EXTEND ITSELF BY ONE ADDITIONAL YEAR; (bii) Upon the death of the EmployeeExecutive; (ciii) At the CorporationExecutive's optioninability to perform his duties hereunder, if Employee shall suffer as a permanent disability; (For the purposes result of this Agreement, "permanent disability" means any physical or mental impairment that renders disability as reasonably determined by the Employee unable personal physician of Executive, for a period of six (6) at least 180 consecutive days or for at least 180 days during any period of twelve consecutive months or more to perform during the essential job functions Term of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) Employment; or (div) At the Corporation's optiondischarge of Executive by NBTB "for cause," which shall mean one or more of the following: (A) any willful or gross misconduct by Executive with respect to the business and affairs of NBTB or NBT Bank, upon ten or with respect to any of its affiliates for which Executive is assigned material responsibilities or duties; (10B) calendar days' written notice the conviction of Executive of a felony (after the earlier of the expiration of any applicable appeal period without perfection of an appeal by Executive or the denial of any appeal as to Employee, which no further appeal or review is available to Executive) whether or not committed in the event course of his employment by NBTB; (C) Executive's willful neglect, failure, or refusal to carry out his duties hereunder in a reasonable manner (other than any such failure resulting from disability or death or from termination by Executive for Good Reason, as hereinafter defined) after a written demand for substantial performance is delivered to Executive that specifically identifies the manner in which NBTB believes that Executive has not substantially performed his duties and Executive has not resumed substantial performance of his duties on a continuous basis within thirty days of receiving such demand; or (D) the breach by Executive of any breach representation or default by Employee of any of the terms of this Agreement warranty in section 6(a) hereof or of any of Employee's duties or obligations hereunderagreement contained in section 1, 4, 5, or 6(b) hereof, which breach is material and adverse to NBTB or any of its affiliates for which Executive is assigned material responsibilities or duties; or (v) Executive's resignation from his position as president and chief operating officer of NBT Bank other than for "Good Reason," as hereinafter defined; or (vi) the termination of Executive's employment by NBTB "without cause," which shall be for any reason other than those set forth in the event the Corporation determines that Employee is not performing the duties required subsections (i), (ii), (iii), (iv), or (v) of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporationthis section 2(a), at its sole optionany time, may terminate upon the Employee's services immediately and pay him an amount that is equivalent thirtieth day following notice to ten (10) calendar days of his salary, less any deductions required by law;Executive; or (evii) At the CorporationExecutive's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;resignation for "Good Reason."

Term of Employment. (a) The initial term of Employee's Company hereby employs the Executive, and the Executive hereby accepts employment under with the Company, upon the terms and conditions set forth in this Agreement shall commence on January 1Agreement. Unless terminated earlier pursuant to Section 5, 2000 and shall terminate on December 31, 2001; provided, however, that the Executive’s employment pursuant to this Agreement shall be automatically for a term (the “Employment Period”) commencing on the date of the closing of the Company’s initial public offering of its common shares of beneficial interest (the “Commencement Date”) and ending on the third anniversary of the Commencement Date (the “Initial Term”). If not previously terminated in accordance with this Agreement, the Employment Period shall be extended for one additional terms of one year each twelve (12) month period immediately following the Initial Term (such extension, the “Renewal Term”), unless not later than October 31 of any year beginning in 2001, either party has given the Company or the Executive provides written notice to the other party of its or his intention not to extend contrary at least sixty (60) days before the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any last day of the following events: (a) Upon the termination of the business or corporate existence of the Corporation;Initial Term. (b) Upon If the death parties have failed to extend this Agreement or enter into a new agreement on or before the end of the Employee;Renewal Term, the Executive’s employment shall terminate at the end of the Renewal Term and the Company’s only obligation to Executive upon such termination will be to accelerate the vesting in any unvested portion of any equity awards granted prior to the end of the Renewal Term and to pay the amounts set forth in Section 6(a). Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, if Executive is employed on the last day of the Renewal Term, the Board shall determine the amount of any annual bonus to award Executive for the fiscal year in which the end of the Renewal Term occurs, based on the criteria set forth in Section 4(b) and pro-rated for the portion of the fiscal year Executive remains employed. The Company shall pay any such bonus on the date on which the Company’s other employees receive bonuses, regardless of whether Executive is employed by the Company on that date. (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion Board of Trustees of the CorporationCompany (the “Board of Trustees”) determines that active efforts to complete the closing of the initial public offering have been abandoned, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;this Agreement shall become null and void.

Term of Employment. The initial (a) Subject to prior termination in accordance with paragraph 2(b) below, the term of this Agreement and the Employee's employment under this Agreement hereunder shall commence on January 1July 15, 2000 1996 and shall terminate on December continue through July 31, 2001; provided1999, however, that this Agreement and shall be thereafter automatically extended renew for additional terms of one (1) year each unless not later than October 31 of any year beginning in 2001, either party has given gives written notice of termination to the other party of its or his intention not less than ninety (90) days prior to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence end of any term (in which event this Agreement shall terminate effective as of the following events: (a) Upon the termination close of the business or corporate existence of the Corporation;such term). (b) Upon This Agreement may be terminated: (i) upon mutual written agreement of the death of Company and the Employee; (cii) At at the Corporation's option, if Employee shall suffer a permanent disability; (For option of the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's optionEmployee, upon ten fourteen (1014) calendar days' prior written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance noticeCompany, in the event that the Company shall (A) fail to make any payment to the Employee engages in conduct whichrequired to be made under the terms of this Agreement within thirty (30) days after payment is due, or (B) fail to perform any other material covenant or agreement to be performed by it hereunder or take any action prohibited by this Agreement, and fail to cure or remedy same within thirty (30) days after written notice thereof to the Company; (iii) at the option of the Company, upon written notice to the Employee, "for cause" (as hereinafter defined); (iv) at the option of the Company in the opinion event of the Corporation"permanent disability" (as hereinafter defined) of the Employee; or (v) upon the death of the Employee. (c) As used herein, the term "for cause" shall mean and be limited to: (1i) constitutes dishonesty any willful and material breach of any kind this Agreement (including, but without limitation, the covenants contained in paragraph 5 below) by the Employee which in any case is not limited tofully corrected within thirty (30) days after written notice of same from the Company to the Employee; (ii) gross neglect by the Employee of his duties and responsibilities hereunder; (iii) any fraud, any misrepresentation criminal misconduct, breach of facts fiduciary duty, dishonesty, or falsification of records) gross and willful misconduct by the Employee in Employee's relations, interactions or dealings connection with the Corporation performance of his duties and responsibilities hereunder; (iv) the Employee being under the influence of alcohol or its customers;drugs during business hours or while on call, or being habitually drunk or addicted to drugs; (v) the commission by the Employee of any crime of moral turpitude, or any other action by the Employee which may materially impair or damage the reputation of the Company; or (vi) habitual breach by the Employee of any of the material provisions of this Agreement (regardless of any prior cure thereof).

Term of Employment. (a) The initial term of EmployeeExecutive's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement ("Term of Employment") shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend period commencing on the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any date of the following eventsconsummation of the merger between NBTB and CNB (the "Commencement Date") and continuing until the Termination Date, which shall mean the earliest to occur of: (ai) Upon the third anniversary of the Commencement Date, unless the Term of Employment shall be extended by the mutual agreement of the parties hereto; (ii) the death of Executive; (iii) Executive's inability to perform his duties hereunder, as a result of physical or mental disability as reasonably determined by the personal physician of Executive, for a period of at least 180 consecutive days or for at least 180 days during any period of twelve consecutive months during the Term of Employment; (iv) the discharge of Executive by NBT Bank "for cause," which shall mean one or more of the following: (A) any willful or gross misconduct by Executive with respect to the business and affairs of NBT Bank, or with respect to any of its affiliates for which Executive is assigned material responsibilities or duties; (B) the conviction of Executive of a felony (after the earlier of the expiration of any applicable appeal period without perfection of an appeal by Executive or the denial of any appeal as to which no further appeal or review is available to Executive) whether or not committed in the course of his employment by NBT Bank; (C) Executive's willful neglect, failure, or refusal to carry out his duties hereunder in a reasonable manner (other than any such failure resulting from disability or death or from termination by Executive for Good Reason, as hereinafter defined) after a written demand for substantial performance is delivered to Executive that specifically identifies the manner in which NBTB believes that Executive has not substantially performed his duties and Executive has not resumed substantial performance of his duties on a continuous basis within thirty days of receiving such demand; or (D) the breach by Executive of any representation or warranty in section 6(a) hereof or of any agreement contained in section 1, 6, or 7 hereof, which breach is material and adverse to NBTB or any of its affiliates for which Executive is assigned material responsibilities or duties; (v) Executive's resignation from his position as President and Chief Operating Officer of the Division for any reason; or (vi) the termination of Executive's employment by NBT Bank "without cause," which shall mean the business termination of Executive's employment by NBT Bank for any reason other than those set forth in subsections (i), (ii), (iii) or corporate existence (iv) of this section 2(a), upon the Corporation;thirtieth day following notice to Executive. (b) Upon In the death event that the Term of Employment shall be terminated by reason of an event described in section 2(a)(i) - 2(a)(iv) hereof, Executive shall be entitled to, upon the occurrence of any such event: (i) receive any salary (as hereinafter defined) payable pursuant to section 3(a)(i) hereof which shall have accrued as of the Employee;Termination Date; and (ii) such rights as Executive shall have accrued as of the Termination Date under the terms of any plans or arrangements in which he participates pursuant to section 3(b) hereof, any right to reimbursement for expenses accrued as of the Termination Date payable pursuant to section 3(b)(vi) hereof, and the right to receive the cash equivalent of paid annual leave and sick leave accrued as of the Termination Date pursuant to section 3(b)(ii) hereof. (c) At In the Corporationevent that the Term of Employment shall be terminated by reason of an event other than an event described in section 2(a)(i) - 2(a)(iv) hereof, Executive shall be entitled to: (i) receive any salary payable pursuant to section 3(a)(i) hereof which shall have accrued as of the Termination Date; (ii) such rights as Executive may have accrued as of the Termination Date under the terms of any plans or arrangements in which he participates pursuant to section 3(b) hereof, any right to reimbursement for expenses accrued as of the Termination Date payable pursuant to section 3(b)(vi) hereof, and the right to receive the cash equivalent of paid annual leave and sick leave accrued as of the Termination Date pursuant to section 3(b)(ii) hereof; (iii) if the Termination Date occurs during the first year of the Term of Employment, then in consideration of Executive's optionpast services, Executive's agreement to provide consulting services under section 4 hereof, and Executive's covenants under sections 5 and 6 hereof, Executive shall be entitled to a lump-sum cash payment equal to $525,000; (iv) if the Termination Date occurs during the second year of the Term of Employment, then in consideration of Executive's past services, Executive's agreement to provide consulting services under section 4 hereof, and Executive's covenants under sections 5 and 6 hereof, Executive shall be entitled to receive a lump sum cash payment equal to the sum of (A) the undiscounted remainder of his base annual compensation during the second year of the Term of Employment (assuming Executive remained employed by NBT Bank for the entirety of such second year) and (B) an undiscounted amount equal to eighteen months of additional annual base compensation at the then current rate; and (v) if the Termination Date occurs after the second year of the Term of Employment, then in consideration of Executive's past services and his covenants under sections 5 and 6 hereof, Executive shall be entitled to receive a lump sum cash payment equal to the undiscounted amount of Executive's annual base compensation (at the rate in effect immediately prior to the Termination Date) that would have been payable to Executive assuming Executive remained employed by NBT Bank for the greater of (i) one year after the Termination Date or (ii) the date after the third anniversary of the Commencement Date, if Employee shall suffer a permanent disability; (For the purposes of this Agreementany, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more agreed to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is givenparties hereto.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages employment of Executive with NBT Bank is terminated in conduct whichany situation described in section 3 of the change-in-control letter agreement dated as of the date hereof (but effective as of the Effective Time) between NBTB and Executive (the "Change-in-Control Agreement") so as to entitle Executive to a severance payment and other benefits described in section 3 of the Change-In-Control Agreement, then notwithstanding the provisions of section 2 (c) hereof, Executive shall be entitled to the following, and no more, under this section 2: (i) any salary payable pursuant to section 3(a) (i) hereof which shall have accrued as of the Termination Date; (ii) such rights as Executive shall have accrued as of the Termination Date under the terms of any plans or arrangements in which he participates pursuant to section 3(b) hereof, any right to reimbursement for expenses accrued as of the Termination Date payable pursuant to section 3(b)(vi) hereof, and the right to receive the cash equivalent of paid annual leave and sick leave accrued as of the Termination Date pursuant to section 3(b)(ii) hereof; and (iii) the severance payment and other benefits provided in the Change-in-Control Agreement. Notwithstanding the foregoing provisions of this section 2(d), the Executive may at any time prior to the payment of any severance or other benefits under section 3 of the Change-In-Control Agreement elect in writing to waive his rights under the Change-in-Control Agreement, in which case this Agreement shall apply to Executive without regard to the opinion foregoing provisions of this section 2(d). In the event that Executive becomes entitled to the severance and other benefits under section 3 of the CorporationChange-in-Control Agreement, NBTB shall promptly (1and in all events within three business days) constitutes dishonesty notify Executive in writing of any kind (includingExecutive's right to waive his rights under the Change-in-Control Agreement and, but unless otherwise directed by the Executive in writing, no severance payments or other benefits under section 3 of the Change in Control Agreement shall be paid to Executive until ten business days after the providing of written notice by NBTB to Executive. If Executive does not limited towaive his rights under the Change-in-Control Agreement and receives severance or other benefits under section 3 of the Change-in-Control Agreement, any misrepresentation sections 4 and 5 of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;this Agreement shall cease to apply and Executive shall have no obligation thereunder.

Term of Employment. Termination ------------------------------- (a) The initial term "Term of Employee's employment under this Agreement Employment" shall commence on January 1, 2000 the date hereof and shall terminate ------------------ continue for a term of five years; provided that, (i) such term shall continue for the twelve month period following such five year period, and for each twelve month period thereafter, unless at least 180 days prior to the scheduled expiration date, either the Executive or the Company notifies the other of its decision not to continue such term and (ii) should the Executive's employment by the Company be earlier terminated pursuant to Section 3(b) or by the Executive ------------ pursuant to Section 3(c), the Term of Employment shall end on December 31the date of such ------------ earlier termination. (b) Subject to the payments contemplated by Section 3(f), 2001; providedTerm of ------------ Employment may be terminated at any time by the Company: (i) upon the death of Executive; (ii) in the event that because of physical or mental disability Executive is unable to perform, howeverand does not perform, that this Agreement shall be automatically extended in the view of the Company and as certified in writing by a competent medical physician, his duties hereunder for additional terms a continuous period of one year each unless not later than October 31 three consecutive months or any sixty working days out of any year beginning consecutive six month period; (iii) for Cause (as defined in 2001Section 3(d)) or Material Breach (as ------------- defined in Section 3(e)); ------------ (iv) upon the continuous poor or unacceptable performance of the Executive's duties to the Company, either party in the sole judgment of the Board of Directors of the Company, which has given remained uncured for a period of 90 days after delivery of notice by the Company to the Executive of such dissatisfaction with Executive's performance; or (v) for any other reason or no reason, it being understood that no reason is required. Executive acknowledges that no representations or promises have been made concerning the grounds for termination or the future operation of the Company's business, and that nothing contained herein or otherwise stated by or on behalf of the Company modifies or amends the right of the Company to terminate Executive at any time, with or without Material Breach or Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor (i.e., Section ---- 3(b)(i)-(v)), subject to the requirements for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable. (c) Subject to the payments contemplated by Section 3(f), the Term of ------------ Employment may be terminated at any time by the Executive: (i) upon the death of Executive; (ii) in the event that because of physical or mental disability the Executive is unable to perform, and does not perform, in the view of the Company, and as certified by a competent medical physician, his duties hereunder for continuous period of three consecutive months or any sixty working days out of any consecutive six month period; or (iii) as a result of a material reduction in Executive's authority, perquisites, salary, position or responsibilities (other than such a reduction which affects all of the Company's senior executives on a substantially equal or proportionate basis), the relocation of the Company's primary place of business or the relocation of Executive by the Company to another Company office more than 50 miles from St. Louis, Missouri, or the Company's willful, material violation of its obligations under this Agreement, in each case, after 60 days' prior written notice to the other party Company and its Board of its Directors and the Company's failure thereafter to cure such reduction or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporationviolation; (bd) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this AgreementSection 3, "permanent disabilityCause" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of mean any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;--------- ----- following:

Term of Employment. 2.1 The initial term of Employee's employment under shall be four (4) years, commencing on the Effective Date, and ending four (4) years thereafter (“Expiration Date”), unless (1) either party terminates the Agreement earlier as provided in this Agreement or (2) the parties mutually agree to renew the Agreement. Either party who wishes to renew the Agreement shall commence provide the other party with such notice within sixty (60) days prior to the Expiration Date. 2.2 Notwithstanding the provisions of Section 2.1 hereof, each of the Corporation and the Partnership shall have the right, on January 1written notice to the Executive, 2000 to terminate the Executive’s employment for Cause (as defined in Section 2.3) or without Cause, such termination to be effective as of the date on which notice is given or as of such later date otherwise specified in the notice and, upon such termination of employment for Cause, Executive shall not be entitled to receive any additional compensation hereunder. The Executive shall have the right, on 30 days advance written notice to the Corporation and shall terminate on December 31the Partnership, 2001to resign the Executive’s employment for Good Reason (as defined in Section 2.4), such termination to be effective as of the 30th day following when such notice is given or as of such later date otherwise specified in the notice or otherwise agreed to by the Corporation and Executive; provided, however, that this Agreement Good Reason shall be automatically extended cease to exist for additional terms any event on the 60th day following the occurrence of one year each the event unless not later than October 31 of any year beginning in 2001, either party the Executive has given the Corporation and the Partnership written notice, in accordance with this Section 2.2. The Executive shall also have the right to resign the Executive’s employment without Good Reason, such termination to be effective as of the date when such notice to the other party of its or his intention not to extend the term of this Agreement; is given, and provided, further, that the term upon such termination of employment may by the Executive without Good Reason, Executive shall not be terminated upon the earlier occurrence of entitled to receive any of the following events:additional compensation hereunder. (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (2.3 For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more term “Cause” shall be exclusively limited to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the following actions by the Executive: (a) willful failure to comply with any of the material terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu ’s Code of providing ten (10) calendar days' advance Ethics, which shall not be cured within 10 days after written notice, or if the Corporationsame is not of a nature that it can be completely cured within such 10 day period, at its sole option, may terminate if Executive shall have failed to commence to cure the Employee's services immediately same within such 10 day period and pay him an amount shall have failed to pursue the cure of the same diligently thereafter; (b) engagement in gross misconduct that is equivalent demonstrably injurious to ten the business or reputation of the Corporation or the Partnership; (10c) calendar days knowing and willful neglect or refusal to attend to the material duties assigned to the Executive by the Board of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion Directors of the Corporation, which shall not be cured within 10 days after written notice; (1d) constitutes dishonesty intentional misappropriation of any kind (including, but not limited to, any misrepresentation property of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;the Partnership to the Executive’s own use; (e) the commission by the Executive of an act of fraud or embezzlement, or an attempted act of fraud or embezzlement; (f) Executive’s conviction for a felony; (g) Executive’s engaging in any activity which is prohibited pursuant to Section 5 of this Agreement, which shall not be cured within 10 days after written notice. 2.4 For purposes of this Agreement, the term “Good Reason” shall be exclusively limited to any of the following: (i) a material breach of this Agreement by the Corporation or the Partnership which shall not be cured within 30 days after written notice; (ii) a material reduction or adverse change in the Executive’s duties or responsibilities without the Executive’s written consent; or (iii) the relocation of the Executive’s office to a location more than 30 miles from the Executive’s Port Washington office (or any future office which the Executive agrees to work from). The Corporation or the Partnership, as applicable, shall have 30 days after receipt of the Executive’s notice of termination for Good Reason in which to cure the failure, breach, infraction, or situation described in the notice of termination. If the failure, breach, infraction, or situation is timely cured by the Corporation or the Partnership to the reasonable satisfaction of the Executive, the notice of termination for Good Reason shall become null and void. For purposes of this Agreement, a “Change in Control” shall be deemed to occur if: (i) there shall be consummated (x) any consolidation or merger of the Corporation or the Partnership in which the Corporation or the Partnership is not the continuing or surviving corporation or pursuant to which the stock of the Corporation or the units of the Partnership would be converted into cash, securities or other property, other than a merger or consolidation of the Corporation or Partnership in which the holders of the Corporation’s stock immediately prior to the merger or consolidation hold more than fifty percent (50%) of the stock or other forms of equity of the surviving corporation immediately after the merger, or (y) any sale, lease, exchange or other transfer (in one transaction or series of related transactions) of all, or substantially all, the assets of the Corporation or the Partnership; (ii) the Board approves any plan or proposal for liquidation or dissolution of the Corporation or the Partnership; or (iii) any person acquires more than 29% of the issued and outstanding common stock of the Corporation.

Term of Employment. (a) The initial term of EmployeeExecutive's employment under this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement ("Term of Employment") shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001the period commencing on November 9, either party has given written notice 2001 (the "Commencement Date") and continuing until the Termination Date, which shall mean the earliest to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following eventsoccur of: (ai) Upon the third anniversary of the Commencement Date, unless the Term of Employment shall be extended by the mutual agreement of the parties hereto; (ii) the death of Executive; (iii) Executive's inability to perform his duties hereunder, as a result of physical or mental disability as reasonably determined by the personal physician of Executive, for a period of at least 180 consecutive days or for at least 180 days during any period of twelve consecutive months during the Term of Employment; (iv) the discharge of Executive by NBT Bank "for cause," which shall mean one or more of the following: (A) any willful or gross misconduct by Executive with respect to the business and affairs of NBT Bank, or with respect to any of its affiliates for which Executive is assigned material responsibilities or duties; (B) the conviction of Executive of a felony (after the earlier of the expiration of any applicable appeal period without perfection of an appeal by Executive or the denial of any appeal as to which no further appeal or review is available to Executive) whether or not committed in the course of his employment by NBT Bank; (C) Executive's willful neglect, failure, or refusal to carry out his duties hereunder in a reasonable manner (other than any such failure resulting from disability or death or from termination by Executive for Good Reason, as hereinafter defined) after a written demand for substantial performance is delivered to Executive that specifically identifies the manner in which NBTB believes that Executive has not substantially performed his duties and Executive has not resumed substantial performance of his duties on a continuous basis within thirty days of receiving such demand; or (D) the breach by Executive of any representation or warranty in section 6(a) hereof or of any agreement contained in section 1, 6, or 7 hereof, which breach is material and adverse to NBTB or any of its affiliates for which Executive is assigned material responsibilities or duties; (v) Executive's resignation from his position as president and chief operating officer of CNB for any reason; or (vi) the termination of Executive's employment by NBT Bank "without cause," which shall mean the business termination of Executive's employment by NBT Bank for any reason other than those set forth in subsections (i), (ii), (iii) or corporate existence (iv) of this section 2(a), upon the Corporation;thirtieth day following notice to Executive. (b) Upon In the death event that the Term of Employment shall be terminated by reason of an event described in section 2(a)(i) - 2(a)(iv) hereof, Executive shall be entitled to, upon the occurrence of any such event: (i) receive any salary (as hereinafter defined) payable pursuant to section 3(a)(i) hereof which shall have accrued as of the Employee;Termination Date; and (ii) such rights as Executive shall have accrued as of the Termination Date under the terms of any plans or arrangements in which he participates pursuant to section 3(b) hereof, any right to reimbursement for expenses accrued as of the Termination Date payable pursuant to section 3(b)(vi) hereof, and the right to receive the cash equivalent of paid annual leave and sick leave accrued as of the Termination Date pursuant to section 3(b)(ii) hereof. (c) At In the Corporationevent that the Term of Employment shall be terminated by reason of an event other than an event described in section 2(a)(i) - 2(a)(iv) hereof, Executive shall be entitled to: (i) receive any salary payable pursuant to section 3(a)(i) hereof which shall have accrued as of the Termination Date; (ii) such rights as Executive may have accrued as of the Termination Date under the terms of any plans or arrangements in which he participates pursuant to section 3(b) hereof, any right to reimbursement for expenses accrued as of the Termination Date payable pursuant to section 3(b)(vi) hereof, and the right to receive the cash equivalent of paid annual leave and sick leave accrued as of the Termination Date pursuant to section 3(b)(ii) hereof; (iii) if the Termination Date occurs during the first year of the Term of Employment, then in consideration of Executive's optionpast services, Executive's agreement to provide consulting services under section 4 hereof, and Executive's covenants under sections 5 and 6 hereof, Executive shall be entitled to a lump-sum cash payment equal to $525,000; (iv) if the Termination Date occurs during the second year of the Term of Employment, then in consideration of Executive's past services, Executive's agreement to provide consulting services under section 4 hereof, and Executive's covenants under sections 5 and 6 hereof, Executive shall be entitled to receive a lump sum cash payment equal to the sum of (A) the undiscounted remainder of his base annual compensation during the second year of the Term of Employment (assuming Executive remained employed by NBT Bank for the entirety of such second year) and (B) an undiscounted amount equal to eighteen months of additional annual base compensation at the then current rate; and (v) if the Termination Date occurs after the second year of the Term of Employment, then in consideration of Executive's past services and his covenants under sections 5 and 6 hereof, Executive shall be entitled to receive a lump sum cash payment equal to the undiscounted amount of Executive's annual base compensation (at the rate in effect immediately prior to the Termination Date) that would have been payable to Executive assuming Executive remained employed by NBT Bank for the greater of (i) one year after the Termination Date or (ii) the date after the third anniversary of the Commencement Date, if Employee shall suffer a permanent disability; (For the purposes of this Agreementany, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more agreed to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is givenparties hereto.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages employment of Executive with NBT Bank is terminated in conduct whichany situation described in section 3 of the change-in-control letter agreement dated as of OCTOBER 18, 2001 between NBTB and Executive (the "Change-in-Control Agreement") so as to entitle Executive to a severance payment and other benefits described in section 3 of the Change-In-Control Agreement, then notwithstanding the provisions of section 2 (c) hereof, Executive shall be entitled to the following, and no more, under this section 2: (i) any salary payable pursuant to section 3(a)(i) hereof which shall have accrued as of the Termination Date; (ii) such rights as Executive shall have accrued as of the Termination Date under the terms of any plans or arrangements in which he participates pursuant to section 3(b) hereof, any right to reimbursement for expenses accrued as of the Termination Date payable pursuant to section 3(b)(vi) hereof, and the right to receive the cash equivalent of paid annual leave and sick leave accrued as of the Termination Date pursuant to section 3(b)(ii) hereof; and (iii) the severance payment and other benefits provided in the Change-in-Control Agreement. Notwithstanding the foregoing provisions of this section 2(d), the Executive may at any time prior to the payment of any severance or other benefits under section 3 of the Change-In-Control Agreement elect in writing to waive his rights under the Change-in-Control Agreement, in which case this Agreement shall apply to Executive without regard to the opinion foregoing provisions of this section 2(d). In the event that Executive becomes entitled to the severance and other benefits under section 3 of the CorporationChange-in-Control Agreement, NBTB shall promptly (1and in all events within three business days) constitutes dishonesty notify Executive in writing of any kind (includingExecutive's right to waive his rights under the Change-in-Control Agreement and, but unless otherwise directed by the Executive in writing, no severance payments or other benefits under section 3 of the Change in Control Agreement shall be paid to Executive until ten business days after the providing of written notice by NBTB to Executive. If Executive does not limited towaive his rights under the Change-in-Control Agreement and receives severance or other benefits under section 3 of the Change-in-Control Agreement, any misrepresentation sections 4 and 5 of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;this Agreement shall cease to apply and Executive shall have no obligation thereunder.

Term of Employment. The initial (a) Subject to prior termination in accordance with paragraph 2(b) below, the term of this Agreement and the Employee's employment under this Agreement hereunder shall commence be for a term of approximately three (3) years commencing on January 1the date hereof and continuing through September 30, 2000 1999, and shall terminate on December 31, 2001; provided, however, that this Agreement shall be thereafter automatically extended renew for additional terms of one (1) year each unless not later than October 31 of any year beginning in 2001, either party has given gives written notice of termination to the other party of its or his intention not less than ninety (90) days prior to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence end of any term (in which event this Agreement shall terminate effective as of the following events: (a) Upon the termination close of the business or corporate existence of the Corporation;such term). (b) Upon This Agreement may be terminated: (i) upon mutual written agreement of the death of Company and the Employee; (cii) At at the Corporation's option, if Employee shall suffer a permanent disability; (For option of the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's optionEmployee, upon ten fourteen (1014) calendar days' prior written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance noticeCompany, in the event that the Company shall (A) fail to make any payment to the Employee engages in conduct whichrequired to be made under the terms of this Agreement within thirty (30) days after payment is due, or (B) fail to perform any other material covenant or agreement to be performed by it hereunder or take any action prohibited by this Agreement, and fail to cure or remedy same within thirty (30) days after written notice thereof to the Company; (iii) at the option of the Company, upon written notice to the Employee, "for cause" (as hereinafter defined); (iv) at the option of the Company in the opinion event of the Corporation"permanent disability" (as hereinafter defined) of the Employee; or (v) upon the death of the Employee. (c) As used herein, the term "for cause" shall mean and be limited to: (1i) constitutes dishonesty any willful and material breach of any kind this Agreement (including, but without limitation, the covenants contained in paragraph 5 below) by the Employee which in any case is not limited tofully corrected within thirty (30) days after written notice of same from the Company to the Employee; (ii) gross neglect by the Employee of his duties and responsibilities hereunder; (iii) any fraud, any misrepresentation criminal misconduct, breach of facts fiduciary duty, dishonesty, or falsification of records) gross and willful misconduct by the Employee in Employee's relations, interactions or dealings connection with the Corporation performance of his duties and responsibilities hereunder; (iv) the Employee being legally intoxicated during business hours or its customers;while on call, or being habitually drunk or addicted to drugs (provided that this shall not restrict the Employee from taking physician-prescribed medication in accordance with the applicable prescription); (v) the commission by the Employee of any felony or crime of moral turpitude, or any other action by the Employee which may materially impair or damage the reputation of the Company; or (vi) habitual breach by the Employee of any of the material provisions of this Agreement (regardless of any prior cure thereof).

Term of Employment. The initial term of EmployeeUnless Executive's employment under shall sooner terminate pursuant to Section 7, the Company shall employ Executive on the terms and subject to the conditions of this Agreement shall commence for a term commencing on January 1the Closing Date and ending on the three year anniversary of the Closing Date (the "Initial Term"). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement Executive's employment hereunder shall be deemed to be automatically extended extended, upon the same terms and conditions, for an additional terms period of one year (each, an "Additional Term"), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless not later than October 31 of any year beginning in 2001the Company or Executive shall have given notice, either party has given written notice at least 6 months prior to the other party expiration of the Initial Term or such Additional Term, of its or his intention not to extend the term Employment Period (as defined below) hereunder. Any such notice of this Agreement; and provided, further, that nonextension delivered by the term Company to Executive shall be deemed a termination of Executive's employment may be terminated upon by the earlier occurrence Company Without Cause as of any (i) the last day of the following events: Initial Term or then current Additional Term, as the case may be, or (aii) Upon any earlier date specified by the Company in such notice, provided that such earlier date is not less than 30 days after the date such notice is delivered. Any such notice of nonextension delivered by Executive to the Company shall be deemed a termination of the business or corporate existence Executive's employment by Executive without Good Reason as of the Corporation; (b) Upon the death last day of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical Initial Term or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodationthen current Additional Term, as determined by a physician selected the case may be. The period during which Executive is employed by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit Company pursuant to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in shall be referred to as the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;"Employment Period."

Term of Employment. (a) The initial term of Employee's employment under this Agreement (the “Term of Employment”) shall commence be the period commencing on the date of this Agreement (the “Commencement Date”) and continuing until the “Termination Date,” which, subject to Section 2(b) hereof, shall mean the earliest to occur of: (i) January 1, 2000 and shall terminate on December 31, 20012019; provided, however, that this Agreement on December 31, 2017 and on each December 31 thereafter (each, a “Renewal Date”), the remaining Term of Employment shall automatically be automatically extended for by one additional terms year (to a total of one year each two (2) years) unless not later than October 31 of any year beginning in 2001, either party has given the Company or Executive provides written notice to the other party of its or his intention not non-renewal at least ninety (90) days prior to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporationapplicable Renewal Date; (bii) Upon the death of the EmployeeExecutive; (ciii) At the Corporation's optionExecutive’s inability to engage in any substantial gainful activity, if Employee shall suffer a permanent disability; (For the purposes by reason of this Agreement, "permanent disability" means any medically determinable physical or mental impairment that renders the Employee unable can be expected to result in death or can be expected to last for a continuous period of six not less than twelve (612) months (“Disability”); (iv) the discharge of Executive by NBTB or more NBT Bank for “Cause,” which shall mean the termination of Executive’s employment on account of: (a) any willful or gross misconduct by Executive with respect to perform the essential job functions business and affairs of his positionNBTB or NBT Bank, even or with respect to any of their affiliates, for which Executive is assigned material responsibilities or duties; (b) the conviction of Executive of a felony (after the earlier of (I) the expiration of any applicable appeal period without perfection of an appeal by Executive or (II) the denial of any appeal as to which no further appeal or review is available to Executive), whether or not committed in the course of her employment with NBTB and NBT Bank; (c) Executive’s willful neglect, failure, or refusal to carry out her duties hereunder in a reasonable accommodationmanner (other than any such failure resulting from Disability or death or from termination by Executive for Good Reason, as determined hereinafter defined); or (d) the breach by a physician selected Executive of any representation or warranty in Section 4 hereof or of any provision of this Agreement which breach is material and adverse to NBTB, NBT Bank, or any of their affiliates for which Executive is assigned material responsibilities or duties; provided, however, in each case, the Company shall provide prior written notice to Executive that specifically identifies the event which NBTB or NBT Bank believes constitutes Cause hereunder, and to the extent applicable, Executive shall have sixty (60) days from receiving such notice to cure; (v) Executive’s resignation from her position as Executive Vice President, Chief Human Resources Officer, and Chief Ethics Officer of NBTB and of NBT Bank other than for Good Reason (as hereinafter defined); (vi) the termination of Executive’s employment by NBTB or NBT Bank “without Cause,” which shall mean Executive’s termination of employment for any reason other than those set forth in Subsections (i)-(v) of this Section 2(a), at any time, upon the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit thirtieth (30th) day following notice to a medical or psychological examination Executive; provided, further, for the purpose avoidance of determining his continued fitness doubt, that the Company’s providing notice of non-renewal of the Agreement in accordance with Section 2(a)(i) shall not constitute a termination of Executive’s employment without Cause and shall not give rise to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basisany severance benefits hereunder, the Corporation shall notify the Employee or his representative other than as provided in writing and the termination shall become effective on the date that such notification is given.) Section 6(a); or (dvii) At Executive’s resignation for Good Reason. “Good Reason” shall mean, without Executive’s express written consent, reassignment of Executive to a material reduction in duties, responsibilities, or position other than for Cause, a material decrease in the Corporationamount or level of Executive’s Base Salary or benefits from the amount or level established in Section 3 hereof, or requiring Executive to be based anywhere other than where Executive’s office is located upon the date of this Agreement, except for required travel on the Company's optionbusiness to an extent substantially consistent with the business travel obligations which Executive undertook on behalf of the Company as of the date of this Agreement. Notwithstanding the foregoing, upon ten if there exists (10without regard to this sentence) calendar days' an event or condition that constitutes Good Reason, NBTB shall have thirty (30) days from the date on which Executive gives the written notice thereof to Employee, in cure such event or condition (such notice to be given by Executive within ninety (90) days from the date the event of any breach or default by Employee of any condition first occurs) and, if NBTB does so cure, such event or condition shall cease to constitute Good Reason thirty (30) days after the end of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;cure period.

Term of Employment. 2.1 The initial term of Employee's this Agreement shall be for the period of years set forth on Exhibit A annexed hereto commencing on the Effective Date of the merger. Thereafter, this Agreement shall be automatically renewed for successive periods of one (1) year, unless you or the Company shall give the other party not less than four (4) months prior written notice of non-renewal. Your employment with the Company may be terminated as provided in Section 2.2. 2.2 The Company shall have the right to terminate your employment at any time under this Agreement prior to the stated term in any of the following ways: (a) on thirty (30) days prior written notice to you upon your disability (disability shall commence on January 1be defined as your inability to perform duties under this Agreement for two hundred and seventy five (275) consecutive days out of any three hundred and sixty five (365) day period due to mental or physical disability); (b) immediately without prior notice to you by the Company for "Cause", 2000 and as hereinafter defined; (c) immediately without prior notice to you, upon your death ; 2.3 "Cause" for the purpose of Section 2 of this Agreement shall terminate on December 31mean: (i) the falseness or material inaccuracy of any of your warranties or representations herein; (ii) your willful failure or refusal to comply with explicit directives of the Board of Directors or Executive Committee or to render the services required herein; (iii) fraud or embezzlement involving assets of the Company, 2001its customers, suppliers or affiliates or other misappropriation of the Company's assets or funds; (iv) your conviction of a criminal felony offense; (v) the willful breach or habitual neglect of your obligations under this Agreement or your duties as an employee of the Company; (vi) habitual use of drugs. The existence of Cause for termination of your employment by the Company shall be subject, upon the written election by you or the Company, to binding arbitration as provided in Section 9 hereof. The cost of arbitration, exclusive of the cost of each party's legal representation (which, except as hereinafter otherwise provided, shall be borne by the party incurring the expense), shall be borne by the instigating party; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, the arbitrators' award may require either party has given written notice to reimburse the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose reasonable cost of determining his continued fitness to perform legal representation in the essential functions of his position whenever requested to do so by the Corporationarbitration proceedings. If the Corporation elects to terminate the employment relationship on this basisFurther, the Corporation shall notify the Employee any dispute, controversy, or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employeeclaim arising out of, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunderconnection with, or in relation to this definition of "Cause" shall be settled by arbitration as provided in Section 9 hereof. Any award or determination shall be final, binding, and conclusive upon the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written noticeparties, the Corporation, at its sole option, and a judgment rendered may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less be entered in any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;court having jurisdiction thereof.

Term of Employment. (a) The Company shall employ Executive as Chairman, President and Chief Executive Officer during the term of his employment, subject to the terms and conditions set forth in this Employment Agreement, and Executive hereby accepts such employment. Executive shall perform the responsibilities of a Chairman, President and Chief Executive Officer and such additional executive duties and responsibilities commensurate with his position, as shall be assigned to him in accordance with the terms of this Agreement. (b) The Company and Executive acknowledge that it is currently the intention of the Company to spin-off ACUITY BRANDS, INC., a Delaware corporation ("Acuity") and a wholly-owned subsidiary of the Company, by means of a distribution of all of Acuity's issued and outstanding common stock in a tax-free dividend to the Company's stockholders (the "Spin-off"). Such date as the Spin-off is effective shall be termed the "Effective Date." (c) Subject to the terms and conditions set forth in this Employment Agreement, the Company agrees to employ Executive and Executive agrees to be employed by the Company for an initial term ("Initial Term") of Employee's employment under this Agreement shall commence three years, commencing on January 1the Effective Date, 2000 and shall terminate ending on December 31, 2001the third anniversary of the Effective Date; provided, however, the Initial Term automatically shall extend for one additional year on the first anniversary of the Effective Date and on each subsequent anniversary of the Effective Date, unless the Company or Executive notifies the other pursuant to Section 6(a) that no such extension will be effected at least ninety (90) days before the first anniversary date or any subsequent anniversary date. The Initial Term described in this Agreement Section 1 and any extensions of such Initial Term, shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning referred to in 2001, either party has given written notice to this Employment Agreement as the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is givenTerm".) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;

Term of Employment. The initial term of Employee's ’s employment under pursuant to this Agreement shall commence on January 1December 4, 2000 2006 (“Start Date”) and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice the earliest to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any occur of the following eventsfollowing: (a) Upon the termination close of business on the second anniversary of the business or corporate existence of the CorporationStart Date; (b) Upon the death of the EmployeeEmployee ; (c) At delivery to Employee of written notice of termination by the Corporation's option, Company if Employee shall suffer a “permanent disability; ,” which for purposes of this Agreement shall mean a physical or mental disability which renders Employee , in the reasonable judgment of the Board, unable to perform his duties and obligations under this Agreement for 90 days in any 12-month period; (d) notice to Employee of termination by the Company for Cause. For the purposes of this Agreement, "permanent disability" means Cause means: (ii) any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any material breach or default by Employee of any of the terms of this Agreement Agreement; (ii) any act or omission knowingly undertaken or omitted by Employee with the intent of causing damage to the Company, its properties, assets or business, goodwill, or its stockholders, officers, directors or employees; (ii) commission of any material act of Employeedishonesty, fraud, misrepresentation, misappropriation, embezzlement, or other act of moral turpitude; (iii) Employee 's consistent failure to perform his normal duties or obligations hereunderany obligation under any provision of this Agreement, in either case, as directed by the Chief Executive Officer and/or the Board; (iv) conviction of, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder pleading nolo contendere to the satisfaction (A) any crime or offense involving monies or other property of the Corporation. In lieu Company; (B) any felony offense; or (C) any crime of providing ten moral turpitude; or (10v) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days chronic or habitual use or consumption of his salary, less any deductions required by law;drugs or alcoholic beverages; or (e) At notice to Employee of termination by the CorporationCompany "without cause." After the expiration of the Employment term under Section 2(a), if employee continues to be employed by the Company, such employment shall be terminable "at will" by either the Company or Employee and the terms and conditions of this Agreement shall continue to apply; provided, however, that if the Company terminates Employee's option"at will" employment without Cause, without any advance notice, then the severance amount set forth in Section 3.1 payable to Employee as a result of such termination shall be equal to Employee’s then-current base salary and health benefits described in Section 3.5 below as severance pay for two months and such amount shall be paid in a lump sum within 20 calendar days of the date of Employee's termination. In the event that Employee is terminated for Cause pursuant to section 2(d), the Employee engages in conduct whichshall only receive his base salary though the termination date and shall not be entitled to any additional compensation, in the opinion of the Corporationincluding salary, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts bonus or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;commissions.

Term of Employment. The (a) Subject to prior termination in accordance with paragraph 2(b) below, the initial term of Employee's this Agreement and the Executive’s employment under hereunder shall be for a period of one (1) year commencing on the Effective Date; and following such period, this Agreement shall commence on January thereafter renew for additional consecutive periods of one (1) year, 2000 and shall terminate on December 31, 2001each ending as of the next successive anniversary of the Effective Date; provided, howeverhowever that the Executive and the Company must each consent in writing to such renewal, that and either party may determine in its sole discretion, not to provide such consent in which event this Agreement shall terminate effective as of the end of the expiration of the initial one year period hereof or the one year renewal period then in effect, as the case may be. This Agreement shall automatically terminate upon the death of the Executive. The period when this Agreement shall be automatically extended for additional terms in effect, from the Effective Date until its expiration or termination in accordance with provisions hereof, shall be referred to herein as the “Term.” (b) Without in any way limiting the discretion of one year each unless not later than October 31 the parties as described in the foregoing part (a), this Agreement may also be terminated: (i) upon mutual written agreement of any year beginning in 2001the Company and the Executive; (ii) at the option of the Company, either party has given upon written notice to the other party of its or his intention not to extend the term of this Agreement; and providedExecutive, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the CorporationFor Cause; (biii) Upon at the death option of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's optionCompany, upon ten (10) calendar days' written notice to Employeethe Executive, in the event of any breach or default by Employee of any the “Permanent Disability” (as hereinafter defined) of the terms Executive; (iv) at the option of, and upon written notice from, the Executive, with “Good Reason” (as hereinafter defined) within one hundred eighty (180) days of a “Change in Control” (as hereinafter defined); or (v) at the option of, and upon at least thirty (30) days advance written notice from, the Executive, at the Executive’s sole discretion and convenience . (vi) at the option of, and for upon at least thirty (30) days advance written notice from, the Company, at the Company’s sole discretion and convenience (c) As used herein, the term “For Cause” shall mean and be limited to: (i) any willful and material breach of this Agreement by the Executive; (ii) any willful or gross neglect by the Executive of his duties and responsibilities hereunder; (iii) any fraud, criminal misconduct, breach of fiduciary duty, dishonesty, or gross and willful misconduct by the Executive in connection with the performance of his duties and responsibilities hereunder; (iv) the Executive being legally intoxicated or under the influence of illegal or illegally obtained drugs during business hours, or being habitually intoxicated or addicted to drugs (provided that this shall not restrict the Executive from taking physician-prescribed medication in accordance with the applicable prescription); (v) the commission by the Executive of any felony or crime of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required moral turpitude; (vi) insubordinate disregard of him hereunder any lawful direction given to the satisfaction of Executive by the Corporation. In lieu of providing ten Chief Executive Officer or the Board; or (10viii) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent repeated failure or refusal to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings comply with the Corporation or its customers;Company’s policies and procedures.

Term of Employment. The initial Employee's term of Employee's employment under this Agreement shall commence on January 1December 15,1999, 2000 and shall terminate on continue until December 3114, 2001; provided2002, howeverunless prior to that date (a) Employer, that this Agreement shall be automatically extended for additional terms "Cause" (as defined below), terminates Employer's employment of one year each unless not later than October 31 of any year beginning in 2001Employee, either party has given written notice or (b) Employer and Employee mutually agree to the other party termination of its or his intention not to extend Employee's employment, in a writing signed by both of them in accordance with paragraph 11(G) of this Agreement. During the term of this Agreement; and provided, further, that Employer may terminate the term employment of employment may be terminated upon the earlier occurrence of any Employee for "Cause" by giving Employee specific written notice of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (cause for such termination. For the purposes of this Agreement, "permanent disabilityCause" means any physical or mental impairment shall include but not be limited to (i) Employee's disregard of lawful instructions of Employer that renders the Employee unable for a period of six are consistent with Employee's position and duties set forth herein; (6ii) months or more Employee's failure to perform the essential job functions Employee's duties in compliance with Employer's reasonable standards of his positionperformance; (iii) Employee's willful actions which do or are likely to result in material damage or embarrassment to Employer, even with reasonable accommodationEmployer's reputation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose Employer's other legitimate business interests; (iv) Employee's abuse or illegal use of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee alcohol or his representative in writing and the termination shall become effective on the date that such notification is given.other drugs or controlled substances; (v) or (d) At the CorporationEmployee's option, upon ten (10) calendar days' written notice to Employee, in the event of any material breach or default by Employee of any of the terms or conditions of this Agreement Agreement; (vi) the conviction of Employee of a felony; or of any of (vii) Employee's duties theft, embezzlement or obligations hereundermisappropriation of funds from Employer. In addition, Employee's resignation shall be deemed a termination for Cause. Upon Employer giving Employee notice of termination pursuant to Subsection (i), (ii), (iii), (iv), or in (v) above, Employee shall have thirty (30) days to cure the event deficiency. If Employee does not cure the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten deficiency within said thirty (1030) calendar days' advance written noticeday period, the Corporation, at its sole option, may terminate the then Employee's services immediately and pay him an amount that is equivalent termination shall take effect at the end of such period. A termination pursuant to ten Subsection (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporationvi), (1) constitutes dishonesty vii), or for any other Cause shall take effect immediately upon the giving of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;notice.

Term of Employment. The initial term (a) Your employment pursuant to the terms of Employee's employment under this Agreement shall commence on January or before December 1, 2000 1997 and shall terminate on December 31will continue until November 30, 20012000; provided, however, that this Agreement notwithstanding the foregoing your employment hereunder shall be automatically extended terminated by the first to occur of the following: (i) Immediately upon your death; (ii) Upon notice from the Company following your inability, due to illness, accident or any other physical or mental incapacity, to perform the services provided for additional terms hereunder for an aggregate of 180 business days within any one year each unless not later than October 31 of any year beginning in 2001period during the term hereof, either party has given written as determined pursuant to Section 8 herein; (iii) By the Company upon notice, for Cause, as defined herein, and as set forth below; (iv) By the Company, upon notice subject to Section 3 hereof, without Cause; or (v) By you, upon notice to the other party of its or his intention not to extend the term of this Agreement; and providedCompany, furtherPROVIDED, that the term if you do not give at least 60 days prior written notice of your intention to terminate your employment may be terminated upon the earlier occurrence of hereunder, you will forfeit all unused vacation, prepaid benefits, any unpaid incentive compensation, and any stock options which have not vested as of the following events: (a) Upon the termination date such notice is given. The right of the business or corporate existence Company to terminate your employment hereunder to which you hereby agree, shall be exercisable by written notice sent to you by the Company and shall be effective as of the Corporation;date of such notice. (b) Upon the death The Company may, by majority vote of the Employee; (c) At the Corporation's optionBoard or its Compensation Committee, if Employee shall suffer a permanent disability; (For the purposes of this Agreementimmediately and unilaterally, "permanent disability" means terminate your employment hereunder for Cause at any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, time upon ten (10) calendar days' advance written notice to Employeeyou. Termination of your employment by the Company shall constitute a termination for Cause if such termination is for one or more of the following reasons: (i) your continuing failure to render services to the Company in accordance with your assigned duties consistent with Section 1 of this Agreement and such failure of performance continues for a period of more than 120 days after notice thereof has been provided to you by the Board or its Compensation Committee; (ii) your willful misconduct or gross negligence; (iii) you are convicted of a felony, either in connection with the event performance of any your obligations to the Company or which conviction materially adversely affects your ability to perform such obligations, or materially adversely affects the business activities, reputation, good will or image of the Company; (iv) willful disloyalty, deliberate dishonesty, breach of fiduciary duty or default by Employee of any breach of the terms of this Agreement Agreement; (v) the commission by you of an act of fraud, embezzlement or deliberate disregard of the rules or policies of the Company which results in significant loss, damage or injury to the Company; (vi) your willful unauthorized disclosure of any trade secret or confidential information of Employee's duties the Company; or obligations hereunder(vii) your willful commission of an act which constitutes unfair competition with the Company or which induces any employee or customer of the Company to break a contract with the Company. In making any determination under this Section 2(b), the Board or its Compensation Committee shall act fairly and in utmost good faith and shall give you an opportunity to appear and be heard at a meeting of the Board or any committee thereof and present evidence on your behalf. For purposes of this Section, no act, or failure to act, on your part shall be considered "willful" unless done, or admitted to be done, by you in bad faith and without reasonable belief that such action or omission was in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction best interest of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Company.

Term of Employment. 2.1 The initial term of Employee's employment under hereunder (the "Initial Term") shall be from the date of the execution hereof and expire at the earlier of (a) the third anniversary of the date of this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to or (b) the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (ai) Upon The death or total disability of (i) Employee (total disability meaning the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable failure to substantially perform his normal required services hereunder for a period of six (6) consecutive months or more to perform during any consecutive twelve (12) month period during the essential job functions of his position, even with reasonable accommodationterm hereof, as determined by a physician selected an independent medical doctor jointly chosen by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) Employer, by reason of mental or physical disability; or (dii) At the CorporationThe termination by Employer of Employee's optionemployment hereunder, upon ten seven (107) calendar days' days prior written notice to Employee, which termination shall be for "Cause", as determined by the Board of Directors of Employer in accordance with the event terms hereof. For purposes of this Agreement, "Cause" for termination of Employee's employment shall exist (V) if Employee is convicted of, pleads guilty to, or confesses to any breach felony or default by any act of fraud, misappropriation or embezzlement with regard to Employer, (W) if Employee has engaged in a dishonest act to the material damage or prejudice of Employer or an affiliate of Employer, or in conduct or activities materially damaging to the property, business, or reputation of Employer or an affiliate of Employer, (X) if Employee violates any of the terms provisions contained in Section 4 of this Agreement Agreement, after receiving thirty (30) days written notice from Employer specifically outlining the alleged violations by the Employee of Section 4 hereof and Employee has not cured the alleged violations within thirty (30) days of receipt of written notice by the Employer; (Y) Employee willfully breaches or of any of Employee's habitually neglects the duties or obligations he is required to perform hereunder, or performs such duties in a negligent manner, after receiving thirty (30) days written notice from Employer specifically outlining the event violations of this Section and Employee has not cured the Corporation determines that Employee is not performing the duties required alleged violations of him hereunder to the satisfaction of the Corporation. In lieu of providing ten this Section within thirty (1030) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required receipt of written notice by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Employer.

Term of Employment. 2.1 The initial term of Employee's employment under this Agreement shall commence be for the period set forth on January 1Exhibit A annexed hereto commencing with the date hereof. Thereafter, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended renewed for additional terms successive periods of one year each year, unless you or the Company shall give the other party not later less than October 31 thirty (30) days written notice of any year beginning non-renewal. Your employment with the Company may be terminated as provided in 2001Section 2.2 . 2.2 The Company shall have the right, either party has given upon written notice to the other party of its or his intention not you, to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following eventsterminate your employment: (a) Upon the termination immediately at any time for "Cause" (as defined herein subject to your right of the business or corporate existence of the Corporation;cure and right to dispute as provided in Section 2.3 herein); or (b) Upon at any time, without "Cause," provided that the death Company shall be obligated to pay to you the Severance Benefits set forth in Sections 6 or 7, as applicable, of Exhibit A, plus any sums then due to you, including those expenses as are provided for in Section 8 of Exhibit A, less (i) applicable taxes and other required withholdings, and (ii) any amounts you may owe to the Company. Payments under this Section 2.2 (b) shall not be due or payable if you are terminated at any time for "Cause" or if you voluntarily resign from your employment, except as set forth in Section 7 of Exhibit A. 2.3 For purposes of Section 2.2, the term "Cause" shall mean (a) gross negligence or willful misconduct in the performance of assigned duties; (b) material and repetitive refusal to perform or discharge the duties or responsibilities assigned by the President or Senior Vice President of Operations of the Employee; Company provided the same are not illegal, unethical or inconsistent with the position of Vice President of Manufacturing of a corporation and the failure to correct such refusal and perform such duties or responsibilities within a reasonable period of time (but in any event no less than seven (7) calendar days after written notice of such failure); (c) At the Corporation's option, if Employee shall suffer conviction of a permanent disabilityfelony or misdemeanor involving moral turpitude; (For the purposes of this Agreement, "permanent disability" means any physical d) willful or mental impairment that renders the Employee unable for prolonged absence from work not excused by a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, bona fide medical disability as reasonably determined by a qualified physician selected mutually acceptable to both you and the Company or other good cause as reasonably determined by the CorporationBoard of Directors; and (e) falseness of any warranty or representation by you herein or the breach of your obligations under this Agreement to the material detriment of the Company. The Employee acknowledges and agrees that he shall voluntarily submit to a medical Any dispute, controversy, or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employeeclaim arising out of, in connection with, or in relation to the event definition of any breach or default "Cause" shall be settled by Employee of any of arbitration in accordance with the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Section 17 hereof.

Term of Employment. The Company hereby agrees to employ the Executive and the Executive hereby agrees to continue to serve the Company, in accordance with the terms and conditions set forth herein, for an initial period of three (3) years, commencing as of the Effective Date of this Agreement, as indicated above; subject, however, to earlier termination as expressly provided in Section 6 herein. The initial term three (3) year Employment Term (as defined below) of Employee's employment under this Agreement shall commence be extended automatically for one (1) additional month beginning with the first day of the twenty-third (23rd) month of the initial three (3) year term, and on January 1the first day of each month thereafter the Employment Term of this Agreement automatically shall be extended one additional month; provided, 2000 however, either party may give the other party written notice that, beginning with the first of the month that is at ninety (90) days after the date of the notice, the Employment Term shall cease to be extended with respect to any termination of the Executive's employment other than a termination occurring during the Window Period (as defined in Section 6.7 herein). In the event such notice of intent not to renew is properly delivered by either party, then the Employment Term of this Agreement, along with all corresponding rights, duties, and covenants with respect thereto, shall terminate on December 31automatically expire ninety (90) days following the end of the later of the initial three-year Employment Term or, 2001if applicable, the extended Employment Term then in effect; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon notwithstanding the termination of the business or corporate existence of Employment Term (i) the Corporation; provisions contained in Section 8 herein shall survive such expiration and (bii) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges provisions and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms protections of this Agreement concerning a Change in Control of the Company (as defined in Section 7 herein), including, without limitation, a Change in Control that occurs after the termination of the Employment Term, shall continue without interruption or change. This Agreement provides (x) for the employment of the Executive for an initial fixed term, which may be extended, (such term, as it may be extended, is referred to herein as the "Employment Term"), and (y) separately, whether or not the Employment Term has expired before a Change in Control of the Company occurs, for Change in Control employment protection for the Executive for as long as the Executive remains an employee of the Company (or any parent or subsidiary), and also with respect to certain terminations of Employeethe Executive's duties or obligations hereunderemployment occurring during the Window Period prior to a Change in Control. Further, or notwithstanding anything in the event the Corporation determines that Employee is not performing the duties required of him hereunder this Agreement to the satisfaction contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Corporation. In lieu of providing ten Executive (10or the Executive's beneficiaries) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent have arisen (contingently or otherwise) under this Agreement on or prior to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;such termination.

Term of Employment. 2.1 The initial term of Employee's employment under hereunder (the "Initial Term") shall be from the date hereof until the earlier of (a) the two year anniversary of the date of this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to or (b) the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (ai) Upon The death or total disability of Employee (total disability meaning the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable failure to fully perform his normal required services hereunder for a period of six (6) consecutive months or more to perform during any consecutive twelve (12) month period during the essential job functions of his position, even with reasonable accommodationterm hereof, as 2 determined by a physician selected an independent medical doctor jointly chosen by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) Employer), by reason of mental or physical disability; or (dii) At the CorporationThe termination by Employer of Employee's optionemployment hereunder, upon ten seven (107) calendar days' days prior written notice to Employee, for "good cause", as determined by the Board of Directors. For purposes of this Agreement, "good cause" for termination of Employee's employment shall exist (A) if Employee is convicted of, pleads guilty to, or confesses to any felony or any act of fraud, misappropriation or embezzlement, (B) if Employee has engaged in a dishonest act to the material damage or prejudice of Employer or an affiliate of Employer, or in conduct or activities materially damaging to the property, business, or reputation of Employer or an affiliate of Employer, (C) if Employee violates any of the provisions contained in Section 4 of this Agreement, after receiving written notice from Employer specifically outlining the alleged violations by the Employee of Section 4 hereof and either (1) the Employee fails to stop the alleged behavior which is claimed to be such a breach and within thirty (30) days of receipt by the Employer of such written notice or (2) the Employee prevails in binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association, which arbitration is commenced by the Employee within thirty (30) days of receipt by the Employer of such notice in accordance with the provision of Section 4.6 hereof; or (iii) The termination by the Employee or Employer, upon thirty (30) days written notice to the other party, in the event of a Change of Control of RailWorks (as defined hereinbelow). For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if (A) any breach "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or default other fiduciary holding securities under an employee benefit plan of RailWorks, a corporation owned directly or indirectly by the stockholders of RailWorks or any of their respective affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of RailWorks representing 50% or more of the total voting power represented by RailWorks' then outstanding securities that vote generally in the election of directors (referred to herein as "Voting Securities"); (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new directors whose election by the Board of Directors or nomination for election by RailWorks' stockholders was approved by a vote or at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors; (C) the stockholders of RailWorks approve a merger or consolidation of RailWorks with any other corporation, other than a merger or consolidation (i) which would result in the Voting Securities of RailWorks outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of RailWorks or such surviving entity outstanding immediately after such merger or consolidation or (ii) in which 50% or more of the board of directors of the surviving entity is composed of members from the Board of Directors of RailWorks; or (D) the stockholders of RailWorks approve a plan of complete liquidation of RailWorks or an agreement for the sale or disposition by RailWorks of (in one transaction or a series of transactions) all or substantially all of RailWorks' assets. (iv) The termination of the Employee by Employee of for Good Cause (as defined). "Good Cause" shall be defined as (A) any material and adverse change in the position or duties of the terms of this Agreement Employee or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction (B) relocation of the Corporationprimary office of Employer to a location over 60 miles from its current location (a "Relocation"). In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent RailWorks agrees to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, reimburse Employee for reasonable moving expenses incurred in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings connection with the Corporation or its customers;relocation of Employee following any Relocation of Employer.

Term of Employment. The initial original term of Employee's employment under shall be for a one (1) year period commencing on July 14, 2003, and terminating on July 14, 2004, subject to the following provisions: 4.1 Upon the expiration of the original or any renewal term of employment, Executive’s employment shall be automatically renewed for an additional one (1) year period unless, at least ninety (90) days prior to the renewal date, either party gives the other party written notice of its intent not to continue the employment relationship. During any renewal term of employment, the terms, conditions and provisions set forth in this Agreement shall commence on January 1, 2000 and shall remain in effect unless modified in accordance with Section 14. 4.2 Either party may terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of the employment relationship without cause at any year beginning in 2001, either party has given written notice to time upon giving the other party of its or his intention not to extend ninety (90) days’ written notice. 4.3 The Company may terminate the term of this Agreement; and provided, further, that the term of Executive’s employment may be terminated upon the earlier occurrence of relationship immediately without notice at any of time for the following events: reasons which shall constitute “Cause”: (ai) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disabilityExecutive’s death; (For the purposes of this Agreement, "permanent disability" means any ii) Executive’s physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness inability to perform the essential functions of his position whenever requested to do so duties satisfactorily for a period of 180 consecutive days or 180 days in total within a 365-day period as determined by an independent physician and in accordance with applicable law; (iii) any act or omission of Executive constituting willful misconduct (including willful violation of the Company’s policies), gross negligence, fraud, misappropriation, embezzlement, criminal behavior, conflict of interest or competitive business activities which, as determined by the Corporation. If Company in its reasonable discretion, shall cause material harm, or any other actions that are materially detrimental to the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee Company or his representative in writing and the termination shall become effective on the date that such notification is given.any Affiliates’ interest; (iv or (iv) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any Executive’s material breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder With respect to the satisfaction of the Corporation. In lieu of providing ten (10iii) calendar days' advance written noticeand (iv) above, the Corporation, at its sole option, Company may terminate the Employee's services immediately and pay him an amount that is equivalent Executive for Cause only after the Executive’s failure to ten (10) calendar days cure his material breach of his salary, less any deductions required by law; (e) At this Agreement after the Corporation's option, without any advance notice, in Company has given the event that the Employee engages in conduct which, in the opinion Executive notice of the Corporationmaterial breach and at least thirty (30) days to cure the breach (or such longer period as may be reasonably required to cure the breach as long as the Executive is making good faith efforts to do so). The Executive shall have the right to contest the Company’s termination of the Executive for Cause in which event such termination shall be deemed effective only after it has been affirmed by an impartial tribunal or court of competent jurisdiction. In any such action or proceeding, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or prevailing party shall be awarded his/its customers;reasonable costs and attorneys’ fees.

Term of Employment. The initial term of EmployeeExecutive's employment under pursuant to this Agreement shall commence on January 1June 2nd, 2000 2005 ("Start Date") and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice the earliest to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any occur of the following eventsfollowing: (a) Upon the termination close of business on the second anniversary of the business or corporate existence of the CorporationStart Date; (b) Upon the death of the EmployeeExecutive; (c) At delivery to Executive of written notice of termination by the Corporation's option, Company if Employee Executive shall suffer a "permanent disability; ," which for purposes of this Agreement shall mean a physical or mental disability which renders Executive, in the reasonable judgment of the Board, unable to perform his duties and obligations under this Agreement for 90 days in any 12-month period; (d) notice to Executive of termination by the Company for Cause. For the purposes of this Agreement, "permanent disability" means Cause means: (ii) any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any material breach or default by Employee of any of the terms of this Agreement Agreement; (ii) any act or omission knowingly undertaken or omitted by Executive with the intent of causing damage to the Company, its properties, assets or business, goodwill, or its stockholders, officers, directors or employees; (ii) commission of any material act of Employeedishonesty, fraud, misrepresentation, misappropriation, embezzlement, or other act of moral turpitude; (iii) Executive's consistent failure to perform his normal duties or obligations hereunderany obligation under any provision of this Agreement, in either case, as directed by the Chief Executive Officer and/or the Board; (iv) conviction of, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder pleading nolo contendere to the satisfaction (A) any crime or offense involving monies or other property of the Corporation. In lieu Company; (B) any felony offense; or (C) any crime of providing ten moral turpitude; or (10v) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days chronic or habitual use or consumption of his salary, less any deductions required by law;drugs or alcoholic beverages; or (e) At notice to Executive of termination by the CorporationCompany "without cause." After the expiration of the Employment term under Section 2(a), if Executive continues to be employed by the Company, such employment shall be terminable "at will" by either the Company or Executive and the terms and conditions of this Agreement shall continue to apply; provided, however, that if the Company terminates Executive's option"at will" employment without Cause, without any advance notice, then the severance amount set forth in Section 3.1 payable to Executive as a result of such termination shall be equal to one month's pay at Executive's then-current base salary and such amount shall be paid in a lump sum within 20 calendar days of the date of Executive's termination. In the event that Executive is terminated for Cause pursuant to section 2(d), the Employee engages in conduct whichExecutive shall only receive his base salary though the termination date and shall not be entitled to any additional compensation, in the opinion of the Corporationincluding salary, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts bonus or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;commissions.

Term of Employment. (a) The initial term of Employee's employment under this Agreement ("Term of Employment") shall commence be the period commencing on January 1the date of this Agreement (the "Commencement Date") and continuing until the Termination Date, 2000 and which shall terminate on December 31mean the earliest to occur of: (i) the third anniversary of the Commencement Date, 2001; provided, however, that this Agreement (A) on the first anniversary of the Commencement Date, the Term of Employment shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice extend itself to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any fourth anniversary of the following events: Commencement Date, and (aB) Upon on the termination second anniversary of the business or corporate existence Commencement Date, the Term of the CorporationEmployment shall automatically extend itself to December 31, 2004; (bii) Upon the death of the EmployeeExecutive; (ciii) At the CorporationExecutive's optioninability to perform his duties hereunder, if Employee shall suffer as a permanent disability; (For the purposes result of this Agreement, "permanent disability" means any physical or mental impairment that renders disability as reasonably determined by the Employee unable personal physician of Executive, for a period of six (6) at least 180 consecutive days or for at least 180 days during any period of twelve consecutive months or more to perform during the essential job functions Term of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) Employment; or (div) At the Corporation's optiondischarge of Executive by NBTB "for cause," which shall mean one or more of the following: (A) any willful or gross misconduct by Executive with respect to the business and affairs of NBTB, upon ten NBT Bank, or NBT FSI, or with respect to any of its affiliates for which Executive is assigned material responsibilities or duties; (10B) calendar days' written notice the conviction of Executive of a felony (after the earlier of the expiration of any applicable appeal period without perfection of an appeal by Executive or the denial of any appeal as to Employee, which no further appeal or review is available to Executive) whether or not committed in the event course of his employment by NBTB; (C) Executive's willful neglect, failure, or refusal to carry out his duties hereunder in a reasonable manner (other than any such failure resulting from disability or death or from termination by Executive for Good Reason, as hereinafter defined) after a written demand for substantial performance is delivered to Executive that specifically identifies the manner in which NBTB believes that Executive has not substantially performed his duties and Executive has not resumed substantial performance of his duties on a continuous basis within thirty days of receiving such demand; or (D) the breach by Executive of any breach representation or default by Employee of any of the terms of this Agreement warranty in section 6(a) hereof or of any of Employee's duties or obligations hereunderagreement contained in section 1, 4, 5, or 6(b) hereof, which breach is material and adverse to NBTB or any of its affiliates for which Executive is assigned material responsibilities or duties; or (v) Executive's resignation from his position as an executive vice president of NBT Bancorp Inc. and NBT Bank or as president and chief operating officer of NBT FSI other than for "Good Reason," as hereinafter defined; or (vi) the termination of Executive's employment by NBTB "without cause," which shall be for any reason other than those set forth in the event the Corporation determines that Employee is not performing the duties required subsections (i), (ii), (iii), (iv), or (v) of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporationthis section 2(a), at its sole optionany time, may terminate upon the Employee's services immediately and pay him an amount that is equivalent thirtieth day following notice to ten (10) calendar days of his salary, less any deductions required by law;Executive; or (evii) At the CorporationExecutive's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;resignation for "Good Reason."

Term of Employment. The initial term of Employee's employment under this Agreement shall commence on January the Effective Date and shall continue until 11:59 p.m. Eastern Time on July 1, 2000 2012 (the “Initial Term”) unless sooner terminated or extended as provided hereunder. This Agreement shall automatically renew for additional one-year periods on July 1, 2012 and on each and every July 1 thereafter (each such extension, the “Renewal Term”) unless either party gives the other party written notice of its or his election not to extend such employment at least one hundred eighty (180) days prior to the next July 1 renewal date. Further, if a Change of Control occurs during the Initial Term or during any Renewal Term, this Agreement shall automatically be extended for two years only from the Change of Control Date and thereafter shall terminate on December 31the second anniversary of the Change of Control Date in accordance with its terms. The Initial Term, 2001together with any Renewal Term or extension as a result of a Change of Control, are collectively referred to herein as the “Term.” In the event the Executive continues to be employed by the Company (or any other member of the Parent Group) after the Term, unless otherwise agreed by the parties in writing, such continued employment shall be on an at-will, month-to-month basis upon terms agreed upon at such time without regard to the terms and conditions of this Agreement (except as expressly provided herein) and this Agreement shall be deemed terminated at the end of the Term, regardless of whether such employment continues at-will, other than Articles VI and VII, which shall survive the termination or expiration of this Agreement for any reason. For the avoidance of doubt, non-renewal of the Term shall not trigger any of the payments set forth in Section 5.1; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee non-renewal, Executive shall be entitled to (i) payment of any base salary and accrued unpaid vacation through his last day of employment and (ii) if, for the calendar year prior to the Executive’s last day of employment, Executive has satisfied a sufficient portion of the terms Goals (as defined herein) to be eligible for a bonus under the Bonus Plan (as defined herein), and such bonus has not yet been paid as of this Agreement or the last day of any of Employee's duties or obligations hereunderemployment, or Executive shall be paid a bonus under the Bonus Plan for such prior calendar year, which bonus shall be paid at the same time as payments are made to other participants in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Bonus Plan.

Term of Employment. DUTIES. From the period commencing on the date hereof and ending immediately prior to the Effective Time (as defined in the Agreement and Plan of Merger by and among the Company, Champion and PC Merger Sub dated as of April 12, 1996, as amended and restated May 29, 1996, and as such agreement may be amended from time to time (the "Merger Agreement")), the employment of the Executive shall be governed by the terms and conditions set forth in the Prior Agreement. The term of this Agreement (the "Term"), and Executive's employment with the Company hereunder, shall commence at the Effective Time and, unless earlier terminated in accordance with the terms hereof, shall continue until the fifth anniversary of the Effective Time (such initial term of Employee's employment under this the Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001referred to as the "Initial Term"); provided, however, that this Agreement the Term shall automatically be automatically extended renewed for an additional terms period of five years (each such period, a "Renewal Period") at the end of the Initial Term and at the end of each Renewal Period, if any, unless either the Company or the Executive provides at least one year each unless not later than October 31 of any year beginning in 2001, either party has given written year's notice to the other party of its or his intention not to extend renew the term of this AgreementTerm; and provided, further, that if the term of Merger Agreement is terminated in accordance with its terms prior to the Effective Time or if the Merger is abandoned or otherwise does not close, (x) this Agreement shall automatically terminate without further obligation by either party hereto, (y) the terms and conditions set forth in this Agreement shall not apply and (z) the employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon Executive shall continue to be governed by the termination terms and conditions set forth in the Prior Agreement. 2 During the Term, the Executive shall be employed as the Executive Vice- President and Chief Financial Officer of the business or corporate existence Company serving at the will of the Corporation; (b) Upon the death Board of Directors of the Employee; Company (cthe "Board") At with, subject to the Corporation's optionexpress terms and conditions hereof, if Employee shall suffer a permanent disability; (For the purposes traditional duties, responsibilities and authority of this Agreement, "permanent disability" means any physical or mental impairment that renders such officer in companies similar in size to the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the CorporationCompany. The Employee acknowledges and Executive agrees that he shall voluntarily submit perform his duties hereunder faithfully and to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions best of his position whenever requested abilities and in furtherance of the business of the Company and its subsidiaries and shall devote substantially all of his business time, energy and attention to do so by the Corporationbusiness of the Company and its subsidiaries. If the Corporation elects The Executive shall agree to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing serve and the termination Company shall become effective on use its best efforts to nominate and cause the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice Executive to Employee, in the event of any breach or default by Employee of any be elected as a member of the terms of this Agreement or of any of Employee's duties or obligations hereunderBoard. In addition, or in for so long as the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction Executive shall serve as a member of the Corporation. In lieu of providing ten (10) calendar days' advance written noticeBoard, he shall agree to serve as and the Corporation, at Company shall use its sole option, may terminate best efforts to nominate and cause the Employee's services immediately and pay him an amount that is equivalent Executive to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion be elected as a member of the Corporation, Executive Committee of the Board (1) constitutes dishonesty "Executive Committee"). The Executive agrees to use his authorities as Executive Vice-President and Chief Financial Officer and as a member of any kind (including, but not limited to, any misrepresentation the Board and of facts or falsification of records) the Executive Committee to manage and cause others to manage the Company in Employee's relations, interactions or dealings accordance with the Corporation management guidelines set forth on Exhibit A hereto; provided, however, that nothing in this Section shall require the Executive to violate or breach his duties under the law of the state of incorporation of the Company or any other applicable laws. The Company agrees to use its customers;best efforts to manage and cause others to manage the Company in accordance with the management guidelines set forth in Exhibit A hereto.

Term of Employment. 2.1 The initial term of Employee's employment under this Agreement (the "TERM") shall commence on the date set forth above and shall continue until February 17, 2005, unless terminated earlier in accordance with the provisions below. 2.2 Notwithstanding any portion of the foregoing to the contrary, this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice during the original term at the earliest to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any occur of the following eventsfollowing: (a) Upon the termination death of the business or corporate existence of the CorporationExecutive; (b) Upon delivery to Executive of written notice of termination by the death Company if Executive shall suffer a "permanent disability," which for purposes of this Agreement shall mean a physical or mental disability which renders Executive, in the reasonable judgment of the EmployeeBoard, unable to perform his duties and obligations under this Agreement for 90 days in any 12-month period; (c) At delivery to Executive of written notice of termination by the Corporation's option, if Employee shall suffer Company "for cause," by reason of: (i) the commission by Executive of a permanent disabilityfelony or any crime involving moral turpitude; (For ii) any act of personal misconduct which is materially prejudicial or injurious to the purposes financial or business interests of the Company; (iii) any willful failure to act in good faith in accordance with the policies of the Company or failure to comply with written instructions of the Chairman of the Board of Directors, or the Board of Directors as a whole; or (vi) any breach of any portion of this Agreement. (d) delivery to Executive of written notice of termination by the Company "without cause." 2.3 If the Executive's employment is terminated pursuant to Section 2.2(a), "permanent disability" means 2.2(b) or 2.2(c), the Company will pay Executive (or his estate or legal representative) on the termination date, Executive's accrued and unpaid base salary through the date of termination plus any physical accrued vacation pay and unreimbursed expenses. If Executive's employment is terminated pursuant to Section 2.2(d), the Company will pay, or mental impairment that renders otherwise provide to, Executive: (i) on the Employee unable for a period termination date, an amount equal to Executive's accrued and unpaid salary through the date of termination, plus any accrued vacation pay and any unreimbursed expenses and any Incentive Bonus then earned but not already paid; (ii) an amount equal to the greater of six (6) months of Executive's then current salary, or more to perform the essential job functions remainder of his positionthe term, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basisin each case payable in equal bi-monthly installments over such period (i.e., the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that 6-month period following such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereundertermination, or in greater period following such termination) (the event payments under clauses (ii)(A) and (ii)(B) herein shall be referred to as the Corporation determines that Employee "SEVERANCE PAYMENTS"); (iii) medical insurance coverage for any period during which a continuing Severance Payment is not performing the duties required of him hereunder being paid to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Executive.

Term of Employment. The initial 2.1 Subject to prior termination in accordance with Section 2.2 below, the term of this Agreement and the Employee's employment under hereunder shall commence as of the Effective Date and shall continue through October 31, 2000, and shall thereafter automatically renew (except to the extent otherwise provided in this Agreement) for additional terms of 12 celendar months each unless either party gives written notice of termination to the other party not less than ninety (90) days prior to the end of any such term (in which event this Agreement shall commence terminate effective as of the close of such term), as the same may be renewed (the "Term"). In addition, if this Agreement shall be terminated on January 1the expiration of its initial stated Term, 2000 the Employee shall continue to render consulting services to the Company pursuant to the same terms and conditions as are set forth in the Management Agreement. 2.2 This Agreement may be terminated: (a) upon mutual written agreement of the Company and the Employee; (b) at the option of the Employee, upon thirty (30) days' prior written notice to the Company, in the event that (i) the Company shall terminate on December 31(A) fail to make any payment to the Employee required to be made under the terms of this Agreement within thirty (30) days after payment is due, 2001or (B) fail to perform any other material covenant or agreement to be performed by it hereunder (including the failure to re-appoint or re-elect the Employee to the offices described in Section 1.1 of this Agreement or causes any material change in the duties of the Employee which reduces the scope or importance of such position) or take any action prohibited by this Agreement, and fail to cure or remedy same within thirty (30) days after written notice thereof to the Company; provided, however, that this Agreement if any periodic salary payment is not paid within ten (10) days of its due date, the Employee shall only be automatically extended for additional terms required to provide fifteen (15) days' prior written notice of one year each unless not later than October 31 termination; or (ii) the Company is declared insolvent, liquidates, dissolves or discontinues the Company Business (as defined below). (c) at the option of any year beginning in 2001the Company, either party has given upon written notice to the other party of its or his intention not to extend the term of this Agreement; and providedEmployee, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: "for cause" (a) Upon the termination of the business or corporate existence of the Corporationas defined below); (bd) Upon at the option of the Company, in the event of the "permanent disability" (as defined below) of the Employee; or (e) upon the death of the Employee; (c) At , or as a result of the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders voluntary resignation by the Employee unable for a period of six (6any reason other than as specified in Section 2(b)(ii) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basisabove. 2.3 As used herein, the Corporation term "for cause" shall notify the Employee or his representative in writing mean and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not be limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;:

Term of Employment. 2.1 The initial term of Employee's employment under this Agreement shall commence be for the period set forth on January 1Exhibit A annexed hereto commencing with the date hereof. Thereafter, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended renewed for additional terms successive periods of one year each year, unless you or the Company shall give the other party not later less than October 31 thirty (30) days written notice of any year beginning non-renewal. Your employment with the Company may be terminated as provided in 2001section 2.2. 2.2 The Company shall have the right, either party has given upon written notice to the other party of its or his intention not you, to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following eventsterminate your employment: (a) Upon the termination immediately at any time for “Cause” (as defined herein subject to your right of the business or corporate existence of the Corporation;cure and right to dispute as provided in Section 2.3 herein); or (b) Upon at any time, without “Cause”, provided that the death Company shall be obligated to pay to you the Severance Benefits set forth in Sections 5 or 6, as applicable, of Exhibit A, plus any sums then due to you, including those expenses as are provided in Section 4 of Exhibit A, less (i) applicable taxes and other required withholdings, and (ii) any amounts you may owe to the Company. Payments under this Section 2.2 (b) (other than unreimbursed expenses as are provided in Section 4 of Exhibit A) shall not be due or payable if you are terminated at any time for “Cause” or if you voluntarily resign from your employment, except as set forth in Section 6 of Exhibit A. 2.3 For the purpose of Section 2.2, the term “Cause” shall mean any of the Employee; following: (a) gross negligence in the performance of assigned duties; (b) willful misconduct involving the Company, its vendors, customers and/or potential customers; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more refusal to perform or discharge the essential job functions duties of his position, even with reasonable accommodation, as determined responsibilities assigned by a physician selected by President or the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical Board of Directors of the Company provided the same are not illegal or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing unethical and the termination shall become effective on the date that failure to correct such notification is given.refusal and perform such duties or responsibilities within two weeks (14 calendar days) or after written notice of such failure; (d) At indictment under a felony or misdemeanor involving moral turpitude; (e) willful or prolonged absence from work not excused by disability; or (f) falseness of any warranty or representation by you herein or the Corporation's optionbreach of your obligations under this Agreement or your duties as an employee of the Company to the material detriment of the Company. 2.4 In the event of the Involuntary Termination (as hereinafter defined) of your employment with the Company at any time, upon ten (10) calendar days' written notice the Company hereby agrees to Employee, provide you with Severance Benefits as defined in Section 5 of Exhibit A hereto or payments in the event of a “Change of Control” as defined in Section 6 of Exhibit A. In this regard, the phrase “Involuntary Termination” shall mean (a) any breach termination of your employment by the Company other than for “Cause”, as defined in Section 2.3, or default (b) any notice by Employee of any of the terms of Company not to renew this Agreement or of any of Employee's duties or obligations hereunder, or in pursuant to Section 2.1. 2.5 You shall have the event the Corporation determines that Employee is right to terminate this Agreement upon not performing the duties required of him hereunder less than thirty (30) days prior written notice to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Company.

Term of Employment. 2.1 The initial term of Employee's employment under hereunder (the "Initial Term") shall be from the Effective Date and expire at the earlier of (a) the third anniversary of the date of this Agreement shall commence on January 1, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to or (b) the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (ai) Upon The death or total disability of Employee (total disability meaning the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable failure to substantially perform his normal required services hereunder for a period of six (6) consecutive months or more to perform during any consecutive twelve (12) month period during the essential job functions of his position, even with reasonable accommodationterm hereof, as determined by a physician selected an independent medical doctor jointly chosen by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) Employer, by reason of mental or physical disability; or (dii) At the CorporationThe termination by Employer of Employee's optionemployment hereunder, upon ten seven (107) calendar days prior written notice to Employee, which termination shall be for "Cause", as determined by the Board of Directors of Employer in accordance with the terms hereof. For purposes of this Agreement, ACause" for termination of Employee's employment shall exist (V) if Employee is convicted of, pleads guilty to, or confesses to any felony or any act of fraud, misappropriation or embezzlement with regard to Employer, (W) if Employee has engaged in a dishonest act to the material damage or prejudice of Employer or an affiliate of Employer, or in conduct or activities materially damaging to the property, business, or reputation of Employer or an affiliate of Employer, (X) if Employee violates any of the provisions contained in Section 4 of this Agreement, after receiving thirty (30) days written notice from Employer specifically outlining the alleged violations by the Employee of Section 4 hereof and Employee has not cured the alleged violations within thirty (30) days of receipt of written notice by the Employer; (Y) Employee willfully breaches or habitually neglects the duties he is required to perform hereunder, or performs such duties in a negligent manner, after receiving thirty (30) days written notice from Employer specifically outlining the violations of this Section and Employee has not cured the alleged violations of this Section within thirty (30) days of receipt of written notice by Employer. (iii) Termination by Employee of Employee's employment hereunder, upon thirty (30) days' written notice to Employee, in the event of any breach or default by Employee Employer given within ninety (90) days following the occurrence of any of the terms following events: (1) Employer acts to materially reduce Employee's duties and responsibilities hereunder; (2) A reduction in Employee's rate of compensation or material reduction in Employee's other benefits; or (3) A material breach of this Agreement or of any of Employee's duties or obligations hereunderby the Employer, or in the event the Corporation determines that Employee which is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten cured within thirty (1030) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required written notice of such breach by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Employer.

Term of Employment. (A) The initial term of the Employee's employment under this Agreement shall commence on January 1, 2000 2011 and shall terminate as of the close of business on December 31January 1, 20012014; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 20012013, either party has given written notice to the other party of its or his the Employee’s intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a1) Upon the termination of the business or corporate existence of the Corporation; (b2) At the Corporation’s option, in the event the Corporation determines that the Employee is not performing the duties required of the Employee hereunder to the satisfaction of the Corporation; (3) Upon the death of the Employee; (c4) At the Corporation's ’s option, if the Employee shall suffer a permanent disability; . (For the purposes of this Agreement, "“permanent disability" ” means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his the Employee’s position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The .) the Employee acknowledges and agrees that he the Employee shall voluntarily submit to a medical or psychological examination for the purpose of determining his the Employee’s continued fitness to perform the essential functions of his the Employee’s position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his the Employee’s representative in writing and the termination shall become effective on the date that such notification is given.) or; (d5) At the Corporation's ’s option, upon ten (10) calendar days' ’ written notice to the Employee, in the event of any breach or default by the Employee of any of the terms of this Agreement or of any of the Employee's ’s duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' ’ advance written notice, the Corporation, at its sole option, may terminate the Employee's ’s services immediately and pay him the Employee an amount that is equivalent to ten (10) calendar days of his the Employee’s salary, less any deductions required by law; (e6) At the Corporation's ’s option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in the Employee's ’s relations, interactions or dealings with the Corporation or its customers;; (2) constitutes a felony; (3) potentially may or will expose the Corporation to public disrepute or disgrace, or potentially may or will cause harm to the customer relations, operations or business prospects of the Corporation; (4) constitutes harassment or discrimination towards any person associated with the Corporation, whether an employee, agent or customer, based upon that person’s race, color, national origin, sex, age, disability, religion, or other protected status; (5) reflects disruptive or disorderly conduct, including but not limited to, acts of violence, fighting, intimidation or threats of violence against any person associated with the Corporation, whether an employee, agent or customer, or possessing a weapon while on the Corporation’s premises or while acting on behalf of the Corporation; (6) is indicative of abusive or illegal drug use while on the Corporation’s premises or while acting on the Corporation’s behalf; or (7) constitutes a willful violation of any governmental rules or regulations; or (7) At the Employee’s option, after providing the Corporation with at least thirty (30) calendar days advance written notice of the Employee’s intention to terminate the employment relationship. If employment is terminated for any of the reasons set forth in (3) through (7) of this subsection 2(A), the Employee shall be entitled to receive only the Base Salary (as that term is hereinafter defined) accrued but unpaid as of the date of the termination and shall be ineligible to receive any additional compensation or severance pay. If, on the other hand, employment is terminated by the Corporation during the term of this Agreement for any reason other than those set forth in (3) through (7) of this subsection 2(A), subject to the conditions set forth in subsections 2(C) and (D) of this Agreement, the Corporation shall provide severance pay to the Employee in an amount based upon his length of service with the Corporation. Specifically, the Corporation shall provide the Employee with six (6) months of Base Salary if he has less than five (5) years of service with the Corporation as of the date of his termination and with twelve (12) months of Base Salary if he has five (5) or more years of service with the Corporation as of the date of his termination. (B) If employment is terminated in conjunction with a change in the control of the Corporation, the Corporation will provide the Employee with severance pay under the circumstances specified in (1) and (2) of this subsection 2(B), and the conditions set forth in subsections 2(C) and (D) of this Agreement. For the purposes of this Agreement, a “Change in Control” is defined as the sale of substantially all of the operating assets of the Corporation, the acquisition of more than fifty percent (50%) of the stock of the Corporation by a group of shareholders or an entity which acquires control of the Corporation (a “Purchaser”), or a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) fifty percent (50%) or more of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation. (1) If the Change in Control results in the involuntary termination of the Employee or results in the Employee electing within nine (9) months from the date of the Change in Control to terminate the Employee’s employment for Good Reason (as defined in subsection 2(E)), the Corporation shall provide the Employee with severance pay in an amount that is equal to two and one-half times the Employee’s annual Base Salary and shall pay the Employee any reasonably anticipated Performance Bonus for the fiscal year in which the Employee was terminated on a prorated basis. (2) If the Employee voluntarily terminates the Employee’s employment without Good Reason (as defined in subsection 2(E)) within ninety (90) days after the Change in Control, the Corporation shall provide the Employee with six (6) months of Base Salary if the Employee has less than five (5) years of service with the Corporation as of the date of the Employee’s termination and with twelve (12) months of Base Salary if the Employee has five (5) or more years of service with the Corporation as of the date of the Employee’s termination. (C) The severance pay provided for in subsection 2(A) and 2(B) of this Agreement shall be paid in equal monthly installments commencing immediately. Notwithstanding the foregoing, if at the time of the Employee’s termination, the Employee is considered a ‘specified employee’ within the meaning of Section 409A(a)(2) of the Code, and if any payment that the Employee becomes entitled to under this Agreement would be considered deferred compensation subject to Section 409A of the code, then no such payment shall be payable prior to the date that is earlier of (1) six months and one day after employee’s termination, or (2) the Employee’s death, and the initial payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for application of this provision. (D) Notwithstanding anything to the contrary, (i) the amount of severance pay provided under this Agreement shall not under any circumstances exceed the limitations set forth in § 280G of the Code, and (ii) the Corporation’s obligation to pay the severance pay provided for in this Section 2 shall be conditioned on the Employee’s execution of a written release satisfactory to the Corporation. (E) For the purposes of subsection 2(B), “Good Reason” shall mean the occurrence of any of the following events: (1) a significant reduction of the Employee’s duties, authority or responsibilities relative to the Employee’s duties, authority or responsibilities as in effect immediately prior to such reduction; (2) the Purchaser requiring the Employee to relocate his primary work office to a facility or location more than fifty (50) miles from the Employee’s then-present location; or (3) the Purchaser refusing to offer full time employment to the Employee on terms comparable to those provided by the Corporation prior to the acquisition.

Term of Employment. The initial (a) Unless (i) earlier terminated as hereinafter provided or (ii) extended as provided in Section 2 (b) below, the term of the Employee's employment under this Agreement shall commence be for a period beginning on the date hereof and ending on January 1, 2000 and shall terminate on December 312002 (such period from the date hereof until January 1, 2001; provided2002 or, howeverif the Employee's employment hereunder is earlier terminated or extended as provided herein, that this Agreement such shorter or longer period, as the case may be, being hereinafter called the "Employment Term"). (b) The Employment Term shall be extended automatically extended on each of January 1, 2002 and January 1, 2003 (the "Extension Date") for an additional terms of one one-year each period unless not later than October 31 of any year beginning in 2001, either party has given written the Company or Employee gives notice to the other party hereto not less than 120 days prior to the Extension Date of its or his intention election not to extend the term of this Agreement; and providedEmployment Term, further, that in which event the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee;Employment Term shall terminate on such Extension Date. (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, continues in the opinion full-time employ of the CorporationCompany after the end of the Employment Term (it being expressly understood and agreed that the Company does not now, (1) constitutes dishonesty of not hereafter shall have, any kind (includingobligation to continue the Employee in its employ whether or not on a full-time basis, after said Employment Term ends), then, unless otherwise expressly agreed to by the Employee and the Company in writing, the Employee's continued employment by the Company shall, notwithstanding anything to the contrary expressed or implied herein, be terminable by the Company at will, but not limited to, any misrepresentation shall in all other respects be subject to the terms and conditions of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;this Agreement.

Term of Employment. (a) The initial term of Employee's Executive’s employment under this Agreement (the “Term of Employment”) shall commence on January 1, 2000 the Effective Date and shall terminate expire on December 31, 20012013 or such later date as agreed upon by the Parties pursuant to Section 3(b), below, unless terminated prior thereto in accordance herewith. This Agreement shall not be automatically renewable and, unless mutually extended by the Parties by an agreement in writing, shall terminate upon the expiration of the Term of Employment; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following eventsthat: (ai) Upon simultaneously with the termination expiration of the business or corporate existence Term of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes Employment and termination of this Agreement, "permanent disability" means any physical Executive’s employment shall continue on an “at will” basis unless or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected until such “at will” employment is terminated by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit Company or Executive by notice in writing; (ii) during the term of such “at will” employment, (A) if there is a termination by Executive with Good Reason (as defined below) or (B) if there is a termination by the Company without Cause (as defined below), in either such case, whether such termination for Good Reason or without Cause occurs prior to or following a medical or psychological examination Change in Control (as defined below) [n.b., solely for the purpose purposes of determining his continued fitness whether there is a Good Reason termination under this clause (ii) of this Section 3(a) and for purposes of calculating the benefits to perform the essential functions Executive of his position whenever requested to do so a termination by Executive for Good Reason or by the Corporation. If the Corporation elects to terminate the employment relationship on this basisCompany without Cause, the Corporation provisions of Sections 4, 5 and 6 shall notify be deemed to be in full force and effect during the Employee or “at will” employment period], Executive shall be entitled to and his representative sole remedies for such termination (subject to the immediately following clause (iii)) shall be as set forth in writing Section 8(c) (which Section 8(c) shall continue in full force and effect during the termination shall become effective on the date that such notification is given.) or“at will” employment period), and not as set forth in Section 8(e); and (diii) At as provided in Section 24, (x) the Corporation's optionprovisions of Sections 1 and 2, upon ten this second sentence of this Section 3(a), Sections 8(g), (10h), (i), (j) calendar days' written notice to Employeeand (m), in the event of any breach or default by Employee of any of the terms and Sections 9 through 30 of this Agreement or shall survive the termination of this Agreement and remain in full force and effect in accordance with their terms, and (y) the termination of this Agreement shall not affect any of Employee's duties rights or obligations hereunder, of the Parties accrued under this Agreement prior to or in the event the Corporation determines connection with such termination and, with respect to such surviving provisions and those that Employee is not performing the duties required of him hereunder survive under Section 3(a), thereafter. 3. Amendment to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Section 8(c)(ii)

Term of Employment. (a) The initial Employers hereby employ the Executive as President and Chief Executive Officer and the Executive hereby accepts said employment and agrees to render such services to the Employers on the terms and conditions set forth in this Agreement. The term of Employee's employment under this Agreement shall commence be for five years commencing on January May 1, 2000 and 2008 and, upon approval of the Board of Directors of each of the Employers, shall terminate automatically extend for an additional year on December 31, 2001; provided, however, each May 1 such that at any time the remaining term of this Agreement shall be automatically extended for additional terms of one year each from four to five years unless not later than October 31 of any year beginning in 2001, either party has given the Executive gives written notice to the other party Employers of its or his intention the Executive's election not to extend the term, with such written notice to be given not less than forty-five (45) days prior to any such May 1. If the Board of Directors of either of the Employers elects not to extend the term, it shall give written notice of such decision to the Executive not less than forty-five (45) days prior to any such May 1. If any party gives timely notice that the term will not be extended as of any May 1, then this Agreement shall terminate at the conclusion of its remaining term. References herein to the term of this Agreement shall refer both to the initial term and successive terms. (b) During the term of this Agreement; , the Executive shall manage the operations of the Employers and providedoversee the officers that report to him. The Executive shall also oversee the implementation of the policies adopted by the Boards of Directors of the Employers and shall report directly to the Boards of Directors. In addition, further, that the term of employment Executive shall perform such executive services for the Employers as may be terminated upon consistent with his titles and from time to time assigned to him by the earlier occurrence Employers' Boards of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee;Directors. (c) At The Executive shall be nominated to be a member of the Board of Directors of the Corporation's option, if Employee and shall suffer be a permanent disability; (For member of the purposes Board of this Agreement, "permanent disability" means any physical or mental impairment that renders Directors of the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodationBank, as determined by a physician selected by long as the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative Executive remains an employee in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of good standing and/or has not violated any of the terms and provisions of this Agreement or Agreement. Termination of employment for any reason shall be deemed to be a resignation from the Board of Employee's duties or obligations hereunder, or in the event Directors of the Corporation determines that Employee is not performing and from the duties required Board of him hereunder to the satisfaction Directors of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Bank.

Term of Employment. The Subject to Section 7 below, the initial term of this Agreement and the Employee's employment under this Agreement by the Corporation pursuant hereto shall commence on January begin as of November 1, 2000 1997 and shall terminate on December 31continue in full force and effect until November 1, 20011998 (the "Initial Term"); provided, however, that this Agreement and the Employee's employment by the Corporation pursuant hereto shall be automatically extended renewed from year to year thereafter for additional successive one (1) year terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be (1) terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.(A) or (d) At the Corporation's option, upon ten (10) calendar days8 months' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, (B) with no notice if the Corporation, at in its sole optiondiscretion, may terminate determines that the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, notice provided for in the event that the Employee engages in conduct which, preceding sentence is not in the opinion best interests of the Corporation, or (12) constitutes dishonesty of any kind (includingby the Employee upon written notice, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings which notice must provide that the Employee will remain employed with the Corporation hereunder until November 1, 1998 or for 90 days after the date of the notice, whichever is later. Notwithstanding the foregoing, this Agreement and the Employee's employment by the Corporation pursuant hereto may be sooner terminated as provided herein. In the event that this Agreement and the Employee's employment by the Corporation is terminated pursuant to subsection (1)(A) of this Section 2, then (i) the option to purchase 150,000 shares of common stock, $0.01 par value, of Parent granted to the Employee on September 19, 1996 (the "Option") shall, at the effective date of Employee's termination, become fully vested and exercisable in its customers;entirety, and (ii) the Employee shall be entitled to receive the fringe benefits described in Section 4(b) hereof, or at the discretion of the Corporation, a similar alternative, commencing on the effective date of Employee's termination and continuing until the Employee reaches the age of sixty-five (65). In the event that this Agreement and the Employee's employment by the Corporation is terminated pursuant to subsection (1)(B) of this Section 2, then the Employee shall be entitled to receive the severance and benefits described in Section 7(d) below. In the event that this Agreement and the

Term of Employment. (a) The initial term of the Employee's employment under this Agreement hereunder shall commence April 15, 1996 and continue until April 14, 1998 (the "Term"), unless sooner terminated as provided below. Upon the expiration of the original Term, Employee's employment by the Company shall thereafter continue from month to month on January 1the same terms and conditions, 2000 and shall terminate on December 31, 2001; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, with either party has given then having the right to terminate said employment upon thirty (30) days prior written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may other. (b) This Agreement shall be terminated upon the earlier occurrence of any of the following eventsfollowing: (ai) Upon the termination mutual agreement of the business or corporate existence of the Corporation; (b) Upon the death of Company and the Employee; (cii) At the Corporation's option, death of Employee; (iii) if Employee shall suffer be unable to perform his duties hereunder by reason of illness or incapacity for any consecutive two (2) month period or for three (3) months in the aggregate during any twelve (12) month period, upon written notice from the Company; (iv) for good and sufficient cause, upon written notice from the Company; or (v) a permanent disability; determination by the Board of Directors of the Company that the termination of this Agreement is necessary by reason of a determination of the Director of Insurance of the State of South Dakota (For or by any other insurance department having jurisdiction over the purposes Company or any subsidiary or affiliate) that the Employee must be removed or disqualified from acting as an officer or director of the Company. (c) This Agreement may also be terminated at any time by the Company, without good and sufficient cause, in which case the Company shall pay the Employee, within thirty (30) days of said termination, one lump sum payment representing the discounted present value (using a eight percent (8%) interest rate) of the balance of the salary that the Company would have paid Employee during the Term of this Agreement, "permanent disability" means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of if Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is employment had not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;been so terminated.

Term of Employment. (a) The initial term of Employee's Executive’s employment under this Agreement (the “Term of Employment”) shall commence on January 1the Effective Date and expire on the third anniversary thereof or such later date as agreed upon by the Parties pursuant to Section 3(b), 2000 and below, unless terminated prior thereto in accordance herewith. This Agreement shall not be automatically renewable and, unless mutually extended by the Parties by an agreement in writing, shall terminate on December 31, 2001upon the expiration of the Term of Employment; provided, however, that (i) simultaneously with the expiration of the Term of Employment and termination of this Agreement, Executive’s employment shall continue on an “at will” basis unless or until such “at will” employment is terminated by the Company or Executive by notice in writing, (ii) during the term of such “at will” employment, if there is a termination by Executive with Good Reason (as defined below) (and solely for purposes of determining whether there is a Good Reason termination under this clause (ii) of this Section 3(a) and for purposes of calculating the benefits to Executive of a termination by Executive for Good Reason or by the Company without Cause (as defined below), the provisions of Sections 4, 5 and 6 shall be deemed to be in full force and effect during such term) or if there is a termination by the Company without Cause, in either such case, whether such termination for Good Reason or without Cause occurs prior to or following a Change in Control (as defined below), Executive shall be entitled to and his sole remedies for such termination (subject to the immediately following clause (iii)) shall be as set forth in Section 8(c) (which Section 8(c) shall continue in full force and effect during the “at will” employment period), and not as set forth in Section 8(e), and (iii) as provided in Section 24, (x) the provisions of Sections 1 and 2, this second sentence of this Section 3(a), Sections 8(g), (h), (i), (j) and (m), and Sections 9 through 30 of this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2001, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon survive the termination of this Agreement and remain in full force and effect in accordance with their terms, and (y) the business termination of this Agreement shall not affect any rights or corporate existence obligations of the Corporation;Parties accrued under this Agreement prior to or in connection with such termination and, with respect to such surviving provisions and those that survive under Section 3(a), thereafter. (b) Upon Absent extenuating circumstances, the death Parties envision that they will negotiate an amendment to this Agreement prior to the end of each calendar year extending the Term of Employment for an additional year; it being understood and agreed, however, that neither Party shall have a legal obligation to actually enter into any such amendment. Accordingly, beginning in October, 2010 and continuing each subsequent October during the Term of Employment, the Parties shall meet to discuss Executive’s performance during the year and the possibility of extending the Term of Employment for an additional year, and may also discuss additional proposed modifications of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes other terms of this Agreement, "permanent disability" means with a view toward concluding such discussions, and, assuming they actually come to agreement, entering into an amendment to this Agreement prior to the end of the calendar year. In connection with all such discussions, it is understood and agreed (i) that neither Party shall have any physical or mental impairment legal obligation to actually enter into any such amendment, (ii) that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected no such amendment shall exist unless and until approved by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for Committee (as defined below) and/or the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing Board (as defined below) and the termination shall become effective on requirements of Section 22 are satisfied with respect thereto, and (iii) that the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to EmployeeCompany may, in the event its discretion and without any liability or obligation of any breach or default by Employee of any kind, elect to handle negotiations with Executive differently than it handles similar negotiations with other senior executives of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Company.

Term of Employment. The initial term of Employee's ’s employment under this Agreement shall commence on January 1the Effective Date and continue for a period of [•] ([•]) months thereafter, 2000 and shall terminate on December 31, 2001; provided, however, that unless such employment is terminated earlier pursuant to Section 6 of this Agreement (the “Employment Term”). The term of this Agreement shall be automatically extended renewed for additional terms a period of one year each unless twelve-(12)-months following the expiration of the Employment Term, and for successive twelve-(12)-month periods thereafter (each, a “Renewed Term”), until this Agreement is terminated in accordance with Section 6 or a Party delivers a notice of non-renewal in accordance with this Section 2. The period during which the Employee is employed by the Company under this Agreement, including the Employment Term and any Renewed Term, is referred to as the “Employment Term” in this Agreement. If either Riot or Employee does not later than October 31 wish to renew the term of any year beginning in 2001this Agreement following the expiration of the Employment Term or Renewed Term, either party has given written as applicable, the non-renewing Party may elect not to renew the term of this Agreement by delivering a notice to the other party of its or his intention not to extend the term of this Agreement; and providedParty, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a) Upon the termination of the business or corporate existence of the Corporation; (b) Upon the death of the Employee; (c) At the Corporation's option, if Employee shall suffer a permanent disability; (For the purposes in accordance with Section 7.j of this Agreement, "permanent disability" means any physical of such non-renewing Party’s intent not to renew the Agreement by no later than Sixty (60) days prior to the end of the Employment Term or mental impairment that renders the Employee unable for a period applicable Renewed Term. If such notice of six (6) months non-renewal is delivered in accordance with this Section 2, this Agreement and Employee’s employment with the Company hereunder shall terminate as of the expiration of the Employment Term or more to perform the essential job functions of his position, even with reasonable accommodationRenewed Term, as determined by a physician selected by applicable. For the Corporation. The Employee acknowledges avoidance of doubt, the Parties hereby acknowledge and agrees agree that, notwithstanding the Employment Term, Employee’s employment is “at-will” and voluntary, and, therefore, that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects each Party is free to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing Agreement (and the termination shall become effective on the date employer-employee relationship that such notification is givenexists between them) at any time, subject and pursuant to Section 6 hereof and applicable law.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee's duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;

Term of Employment. The initial term of EmployeeExecutive's employment under pursuant to this Agreement shall commence on January 1, 2000 the Effective Date and shall terminate on the earliest to occur of the following (in any case, the "TERM"): (a) the close of business on December 31, 2001; provided2008, howeverPROVIDED, that this Agreement if the Company has not given Executive Notice of its decision not to renew the Term on or before July 1, 2008, then, unless otherwise terminated as provided below, the Term shall be automatically extended for additional terms until the earlier of one year each unless not later than October 31 (i) a date which is six (6) months following delivery after July 1, 2008 by the Company to Executive of any year beginning in 2001, either party has given written notice to the other party Notice of its or his intention decision not to extend the term of this Agreement; and provided, Term further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: and (aii) Upon the termination of the business or corporate existence of the CorporationDecember 31, 2009; (b) Upon the death of the EmployeeExecutive; (c) At delivery to Executive of written Notice (as defined below) of termination by the Corporation's option, Company if Employee Executive shall suffer a permanent disability; "PERMANENT DISABILITY," which for purposes of this Agreement shall mean a condition that entitles Executive to benefits under an applicable Company long-term disability plan or, if no such plan exists, a physical or mental disability which, in the reasonable judgment of the Board, is likely to render Executive unable to perform his duties and obligations under this Agreement for 90 days in any 12-month period; (d) delivery to Executive of written Notice of termination by the Company for "Cause," which Notice shall identify the particular details of the conduct that the Company believes constitutes Cause. For the purposes of this Agreement, "permanent disabilityCause" means shall mean: (i) any physical act or mental impairment that renders omission knowingly undertaken or omitted by Executive with the Employee unable for intent of causing damage to the Company, its properties, assets or business or its stockholders, officers, directors or employees; (ii) any fraud, misappropriation or embezzlement by Executive resulting in a period of six (6) months or more material personal profit to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. The Employee acknowledges and agrees that he shall voluntarily submit to a medical or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his representative in writing and the termination shall become effective on the date that such notification is given.) or (d) At the Corporation's option, upon ten (10) calendar days' written notice to EmployeeExecutive, in any case, involving properties, assets or funds of the event of any breach Company or default by Employee of any of the terms of this Agreement or of its subsidiaries; (iii) Executive's consistent failure to materially perform his normal duties as described in SECTION 1.2, other than any of Employeesuch failure resulting from Executive's duties or obligations hereunderPermanent Disability; (iv) conviction of, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction pleading nolo contendere to, (A) any crime or offense involving monies or other property of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law; (e) At the Corporation's option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee's relations, interactions or dealings with the Corporation or its customers;Company; or

Term of Employment. (A) The initial term of the Employee's employment under this Agreement shall commence on July 11, 2011 and shall terminate at the close of business on January 1, 2000 and shall terminate on December 31, 20012014; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 20012013, either party has given written notice to the other party of its or his the Employee’s intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events: (a1) Upon the termination of the business or corporate existence of the Corporation; (b2) At the Corporation's option, in the event the Corporation determines that the Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation; (3) Upon the death of the Employee; (c4) At the Corporation's option, if the Employee shall suffer a permanent disability; . (For the purposes of this Agreement, "permanent disability" ” means any physical or mental impairment that renders the Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. .) The Employee acknowledges and agrees that he the Employee shall voluntarily submit to a medical or psychological examination for the purpose of determining his the Employee’s continued fitness to perform the essential functions of his the Employee’s position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship on this basis, the Corporation shall notify the Employee or his the Employee’s representative in writing and the termination shall become effective on the date that such notification is given.) or; (d5) At the Corporation's ’s option, upon ten (10) calendar days' ’ written notice to Employee, the Employee in the event of any breach or default by the Employee of any of the terms of this Agreement or of any of the Employee's ’s duties or obligations hereunder, or in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation. In lieu of providing ten (10) calendar days' advance written notice, the Corporation, at its sole option, may terminate the Employee's services immediately and pay him the Employee an amount that is equivalent to ten (10) calendar days of his Employee’s salary, less any deductions required by law; (e6) At the Corporation's ’s option, without any advance notice, in the event that the Employee engages in conduct which, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in the Employee's ’s relations, interactions or dealings with the Corporation or its customers;; (2) constitutes a felony; (3) potentially may or will expose the Corporation to public disrepute or disgrace, or potentially may or will cause harm to the customer relations, operations or business prospects of the Corporation; (4) constitutes harassment or discrimination towards any person associated with the Corporation, whether an employee, agent or customer, based upon that person's race, color, national origin, sex, age, disability, religion or other protected status; (5) reflects disruptive or disorderly conduct, including but not limited to, acts of violence, fighting, intimidation or threats of violence against any person associated with the Corporation, whether an employee, agent or customer, or possessing a weapon while on the Corporation’s premises or while acting on behalf of the Corporation; (6) is indicative of abusive or illegal drug use while on the Corporation’s premises or while acting on the Corporation’s behalf; or (7) constitutes a willful violation of any governmental rules or regulations; or (7) At the Employee’s option, after providing the Corporation with at least thirty (30) calendar days advance written notice of the Employee’s intention to terminate the employment relationship. If employment is terminated for any of the reasons set forth in (3) through (7) of this subsection 2(A), the Employee shall be entitled to receive only the Base Salary (as that term is hereinafter defined) accrued but unpaid as of the date of the termination and shall be ineligible to receive any additional compensation or severance pay. If, on the other hand, employment is terminated by the Corporation during the term of this Agreement for any reason other than those set forth in (3) through (7) of this subsection 2(A), subject to the conditions set forth in subsections 2(C) and (D) of this Agreement, the Corporation shall provide severance pay to the Employee in an amount based upon his combined length of service with the Corporation and D3 Technologies, Inc. (“D3”). Specifically, the Corporation shall provide the Employee with six (6) months of Base Salary if he has less than five (5) combined years of service with the Corporation and D3 as of the date of his termination and with twelve (12) months of Base Salary if he has five (5) or more combined years of service with the Corporation and D3 as of the date of his termination. (B) If employment is terminated in conjunction with a change in the control of the Corporation, the Corporation will provide the Employee with severance pay under the circumstances specified in (1) and (2) of this subsection 2(B), and the conditions set forth in 2(C) and (D) of this Agreement. For the purposes of this Agreement, a “Change in Control” is defined as the sale of substantially all of the operating assets of the Corporation, the acquisition of more than fifty percent (50%) of the stock of the Corporation by a group of shareholders or an entity which acquires control of the Corporation (a “Purchaser”), or a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) fifty percent (50%) or more of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation. (1) If the Change in Control results in the involuntary termination of the Employee or results in the Employee electing within nine (9) months from the date of the Change in Control to terminate the Employee’s employment for Good Reason (as defined in subsection 2(E)), the Corporation shall provide the Employee with severance pay in an amount that is equal to two and one-half times the Employee’s annual Base Salary and shall pay the Employee any reasonably anticipated Performance Bonus for the fiscal year in which the Employer was terminated on a prorated basis. (2) If the Employee voluntarily terminates the Employee’s employment without Good Reason (as defined in subsection 2(E)) within ninety (90) days after the Change in Control, the Corporation shall provide the Employee with six (6) months of Base Salary if the Employee has less than five (5) combined years of service with the Corporation and D3 as of the date of the Employee’s termination and with twelve (12) months of Base Salary if the Employee has five (5) or more combined years of service with the Corporation and D3 as of the date of the Employee’s termination. (C) The severance pay provided for in subsection 2(A) and 2(B) of this Agreement shall be paid in equal monthly installments commencing immediately after the termination. Notwithstanding the foregoing, if at the time of the Employee’s termination, the Employee is considered a ‘specified employee’ within the meaning of Section 409A(a)(2) of the Code, and if any payment that the Employee becomes entitled to under this Agreement would be considered deferred compensation subject to Section 409A of the Code, then no such payment shall be payable prior to the date that is the earlier of (1) six months and one day after the Employee’s termination, or (2) the Employee’s death, and the initial payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for application of this provision. (D) Notwithstanding anything to the contrary, (i) the amount of severance pay provided under this Agreement shall not under any circumstances exceed the limitations set forth in § 280G of the Code, and (ii) the Corporation’s obligation to pay the severance pay provided for in this Section 2 shall be conditioned on the Employee’s execution of a written release satisfactory to the Corporation. (E) For the purposes of subsection 2(B), “Good Reason” shall mean the occurrence of any of the following events: (1) a significant reduction of the Employee’s duties, authority or responsibilities relative to the Employee’s duties, authority or responsibilities as in effect immediately prior to such reduction; (2) the Purchaser requiring the Employee to relocate his primary work office to a facility or location more than fifty (50) miles from the Employee’s then-present location (excluding the move to the Company’s corporate headquarters in St. Xxxxxxx, Missouri as contemplated by Section 5(B)); or (3) the Purchaser refusing to offer full time employment to the Employee on terms comparable to those provided by the Corporation prior to the acquisition.