Common use of Term of Employment Clause in Contracts

Term of Employment. (a) The Corporation hereby employs Employee, and Employee hereby accepts continued employment with the Corporation, for a period continuing from the first date above until terminated as provided in this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program.

Term of Employment. This Agreement shall automatically terminate thirty-six (a36) The Corporation hereby employs Employeemonths from the effective date referenced herein. Notwithstanding the foregoing, this agreement may be terminated pursuant to Part VII of this Agreement. If the Agreement is not terminated pursuant to Part VII of this Agreement, at the conclusion of the thirty-six (36) month term, this Agreement shall renew automatically for additional two year terms, unless either party furnishes written notice of his/her or its intention not to renew by no later than sixty (60) days prior to the anniversary of the effective date of employment under this Employment Agreement. If the Employer elects to not renew this agreement, the Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer's policies and this Agreement or which are provided to Employer prior to the separation date in accordance with Employer's policies and this Agreement. In addition to the foregoing amounts, if the Employer elects to not renew this agreement in accordance with this section the Employee hereby accepts continued will be entitled to receipt of severance payments as set forth herein. 1. Employee shall be entitled to a sum equivalent to twelve times the highest monthly base salary which the Employee has earned during his/her employment with the CorporationEmployer, for a period continuing from less any withholding required by law (hereinafter referred to as "severance payment."). At the first date above until terminated as provided in this Section (1) or Section (5). (b) Either time of termination, the Corporation or Employee may terminate Employee’s employment elect to receive disbursement of the severance payment in one of two manners as set forth in subsection 2.02.1.a-b, below. If the employee elects to receive twelve (12) monthly payments, the Employee may at any time for any reason, or no reason, by giving written notice to after the other party stating its or his initial election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least upon thirty (30) days after the date of receipt by the other party of such notice; providedwritten notification to Employer, however, that the employment of Employee under this Employment Agreement is subject elect to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through receive the balance of the 30 amount not yet received in a lump sum. Under no circumstance is the Employee entitled or the Employer obligated to pay the severance payment in any method other than those set forth herein. a. Employee may receive the severance payment in twelve (12) monthly payments, each in the amount equal to one twelfth (1/12) of Employee's highest annual base salary the Employee has earned during his/her employment with the Employer, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the 15th day notice period of the first month following Employee's termination and shall continue for eleven consecutive months thereafter. b. Employee may receive the severance payment in a lump sum at the time of termination less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination. 2. In addition to any severance payments due and owing under this section, Employer shall provide Employee with a performance bonus in an amount equal to the average of the annual discretionary incentive bonus of the previous two years, prorated for the premiums (if any) number of months between the termination date and the end of the Employer's last fiscal year. At the time of termination, the Employee pays for continuation of life insurance should Employee may elect to exercise the conversion feature (if any) receive disbursement of the Corporation’s group life policy then performance bonus in effect and for one of two manners as set forth in subsection 2.02.2.a-b, below. If the premiums Employee elects to receive twelve (if any12) for such medical/dental insurance as monthly payments, the Employee may then receive should Employee elect continuation under at any time after the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than initial election and upon thirty (30) days prior written notification to the intended date of termination of employment (“Resignation Date”); providedEmployer, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date elect to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through receive the balance of the 30 day notice period for amount not yet received in a lump sum. Under no circumstance is the premiums Employee entitled or the Employer obligated to pay the performance bonus in any method other than those set forth herein. a. Employee may receive the performance bonus in twelve (if any12) Employee pays for continuation of life insurance should Employee elect monthly payments, each in the amount equal to exercise the conversion feature one twelfth (if any1/12) of Employee's performance bonus, less any withholding required by law. If Employee elects this option, any payments due and owing to Employee will commence on the Corporation’s group life policy then in effect 15th day of the first month following Employee's termination and shall continue for the premiums (if any) for such medical/dental insurance as eleven consecutive months thereafter. b. Employee may then receive should the performance bonus in a lump sum less any withholding required by law. If Employee elects this option, any payment due and owing to Employee will be paid on the 15th day of the first month following Employee's termination. 3. In addition, the Employee elect continuation under will also be entitled to payment of all vested awards of benefit plans and incentive programs in which Employee is vested in accordance with the federal COBRA programterms of those plans. Any such payment or distribution from a nonqualified deferred compensation plan shall be governed by the terms of such plan relating to the timing of distributions.

Term of Employment. (a) 2.1 The Corporation hereby employs Employee, and Employee hereby accepts continued term of this Agreement shall be for the period of years set forth on Exhibit A annexed hereto. Your employment with the Corporation, for a period continuing from the first date above until Company may be terminated as provided in this Section (1) Sections 2.2 or Section (5)2.3. (b) Either 2.2 The Company shall have the Corporation or Employee may right to terminate Employee’s your employment at any time for any reason, or no reason, by giving written notice under this Agreement prior to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided stated term in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program.following ways: (ca) Employee may terminate employment by delivering notice of resignation no later than on thirty (30) days prior written notice to you upon your death or disability (disability shall be defined as your inability to perform duties under this Agreement for an aggregate of ninety (90) days out of any one hundred eighty (180) day period due to mental or physical disability); (b) immediately without prior notice to you by the intended date of termination of employment (“Resignation Date”); Company for Cause, as hereinafter defined, provided, however, that prior to any such termination for Cause, you have had a reasonable opportunity to be heard thereon; (c) immediately without prior notice to you or Cause, in the Corporation may event of the liquidation or reorganization of the Company under the federal Bankruptcy Act or any state insolvency or bankruptcy law; (d) at any time without Cause, provided the Company shall be obligated to pay to you upon notice of termination, as severance pay, a lump sum amount equal to the number of months of Base Salary set forth on Exhibit A attached hereto, less applicable taxes and other required withholdings and any amounts you may owe to the Company. If, however, a change in control of the Company should occur causing termination of your employment without Cause, then you shall be entitled to receive as severance pay a lump sum amount equal to the number of months of Base Salary set forth on Exhibit A attached hereto, or an amount equal to the salary due to you under the terms of this contract at the time of termination, whichever is less. For purposes of this Agreement "change of control" shall be deemed to be the sale of all or substantially all of the stock or assets of the Company or the merger of the Company with another entity where the other entity survives the merger. Palomar Medical Technologies, Inc., parent company of the Company, hereby agrees to guarantee payment of the severance pay described above in this Section 2.2(d). 2.3 You shall have the right to terminate your employment hereunder for any reason, or no reason, accelerate the Resignation Date to any date upon not less than ninety (90) days' prior thereto up to and including the date Employee delivers such written notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programCompany.

Term of Employment. (a) The Corporation hereby employs EmployeeThis Agreement shall terminate on March 31, and Employee hereby accepts continued employment with the Corporation, for a period continuing from the first date above until terminated as provided in this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by giving written notice to 2012 if either party shall have given the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty no less than sixty (3060) days after the date of receipt by the other party advance notice of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in accordance with Section (5)(b) and (c)11.01. Notwithstanding the aboveforegoing, this Agreement may be terminated pursuant to Part VII of this Agreement. If the Corporation shall be entitledAgreement is not terminated pursuant to Part VII of this Agreement or pursuant to the first sentence of this Section 2.02, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance conclusion of the 30 day notice period initial thirty-six (36) month term, this Agreement shall renew automatically for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect an additional two year term and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering successive additional two years terms thereafter, unless a Party furnishes notice of resignation such Party’s intention not to renew by no later than thirty sixty (3060) days prior to the intended expiration date of the current term of this Agreement, any such notice to be given in accordance with Section 11.01. If Employer elects to not renew this Agreement, prior to the expiration of any current term, Employee shall be paid all accrued salary, vacation and reimbursement expenses for which expense reports have been provided to Employer in accordance with Employer’s policies and this Agreement or which are provided to Employer prior to the Separation Date (defined below) in accordance with Employer’s policies and this Agreement. In addition to the foregoing amounts, if Employer elects to not renew this Agreement in accordance with this section, and subject to Employee’s continued employment through, and termination of employment on, the expiration of the then current term of this Agreement (“Resignation which shall be the Separation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shallEmployee will be entitled to receipt of severance payments as set forth herein: 1. Employee shall be entitled to a sum equivalent to Twelve (12) times the highest monthly base salary which the Employee has earned during Employee’s employment with Employer (hereinafter referred to as the “Section 2.02 Severance Payment”). The Section 2.02 Severance Payment shall be paid in a lump sum. Payment of such amount will be made on the 15th day of the first calendar month following Employee’s Separation Date. 2. In addition, if it terminates the employment prior Employer shall pay to Employee a performance bonus in an amount equal to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance average of the 30 day notice period Employee’s annual discretionary incentive bonus for the premiums (if any) Employee pays previous two years, prorated for continuation the number of life insurance should Employee elect to exercise months between the conversion feature (if any) Separation Date and the end of the CorporationEmployer’s group life policy last fiscal year. The performance bonus shall be paid in a lump sum. Payment of such amount will be made on the 15th day of the first calendar month following Employee’s Separation Date. 3. In addition, Employee will also be entitled to payment of all vested awards of benefit plans and incentive programs in which Employee is then vested in effect and for accordance with the premiums (if any) for terms of those plans. Any such medical/dental insurance as Employee may then receive should payment or distribution from a nonqualified deferred compensation plan shall be governed by the Employee elect continuation under terms of such plan relating to the federal COBRA programtiming of distributions.

Term of Employment. (a) The Corporation Company hereby employs Employeethe Executive, and Employee the Executive hereby accepts continued employment with the CorporationCompany, for a period commencing as of the Amendment Date and continuing from the first date above until December 15, 2015 or until terminated as provided in accordance with this Section (1) or Section (54) (the “Term”). (b) Either the Corporation or Employee The Company may terminate Employeethe Executive’s employment at any time time, for any reason, reason or no reason, by giving written notice notifying the Executive of such termination, and unless the Company notifies the Executive that the effective date of such termination shall be a later date (the “Delayed Termination Date”), such termination shall be effective immediately, and the Executive shall receive pay and benefits in accordance with Section (5) below. If the Company permits the Executive to continue working until a Delayed Termination Date, the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty shall be the earlier of (30i) days after the date last full day of receipt by the other party of such notice; provided, however, work that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section Executive performs for the Company (5)(bthe “Last Full Work Day”) and (c)ii) the Delayed Termination Date. Notwithstanding If the aboveLast Full Work Day is prior to the Delayed Termination Date, the Corporation Executive shall be entitled, at its sole discretion, deemed to waive the obligation of Employee have resigned pursuant to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)1)(c) and will reimburse Employee through the balance below as of the 30 day notice period for Last Full Work Day, unless the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then Company agrees otherwise in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA programwriting. (c) Employee The Executive may terminate his employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (the “Resignation Date”); provided, however, that the Corporation Company may at any time and time, for any reason, reason or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee the Executive delivers such notice of resignation, and which such acceleration shall not, in any event, be deemed a termination by Corporation the Company of Employeethe Executive’s employment. Unless the Executive’s employment is terminated pursuant to Section (54), the Corporation Company shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee the Executive his customary Base Salary (as defined in Section (43)(a)) and will reimburse Employee through until the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programLast Full Work Day.

Term of Employment. (a) The Corporation Each of the Company and the Bank hereby employs Employeethe Executive as President and Chief Executive Officer of the Company and the Bank, and Employee the Executive hereby accepts continued said employment with and agrees to render such services to the CorporationEmployers, on the terms and conditions set forth in this Agreement. The term of employment under this Agreement shall be for a period continuing from term of three years, commencing on the first date above until terminated of this Agreement, unless such term is extended as provided in this Section (1) or Section (5). (b) Either 2. On the Corporation or Employee may terminate Employee’s employment at any time annual anniversary of the date first above written and each annual anniversary thereafter, the term of this Agreement shall automatically be extended for any reasonan additional one-year without the need for notification to be given by the Board of Directors of each of the Employers of their approval of such extension. If either the Executive on the one hand, or no reasonthe Company or the Bank on the other hand, by giving gives written notice to the other party stating its or his parties hereto of such party’s or parties’ election not to terminate extend the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty term, with such notice to be given not less than ninety (3090) days after prior to any such anniversary date, then this Agreement shall terminate at the date conclusion of receipt its remaining term. References herein to the “Term of Employment” shall refer both to the initial term and successive terms. (b) During the Term of Employment, the Executive shall perform such executive services for the Employers as may be consistent with Executive’s titles and such executive services which are from time to time assigned to Executive by the Employers’ respective Boards of Directors. The Executive shall devote Executive’s entire business time, attention, skill and energy exclusively to the business of the Employers. The Executive shall not engage or prepare to engage in any other party of business activity, whether or not such noticebusiness activity is pursued for gain, profit or other economic or financial advantage; provided, however, that the employment Executive may engage in appropriate civic, charitable or religious activities and devote a reasonable amount of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive private investments or boards or other activities provided that such activities do not interfere or conflict with the obligation of Employee Executive’s responsibilities and are not or not likely to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior be contrary to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program.Employers interests

Term of Employment. (a) The Corporation hereby employs This Agreement and Employee's employment hereunder shall commence as of December 15, 1998 and continue until the second anniversary of such date, and Employee hereby accepts continued employment with shall be renewed annually at each December 15 anniversary date (commencing December 15, 1999) for an additional one year period so that the Corporationterm hereof at each renewal date shall be a two year period, for unless a period continuing from the first date above until terminated as provided in party to this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by giving written Agreement gives notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty ninety (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (3090) days prior to such renewal date that this Agreement shall not be renewed, in which case this Agreement shall terminate at the intended end of the ensuing year. Notwithstanding Paragraph (a) above, this Agreement may be sooner terminated by Radica for Cause, by Employee without consent of Radica, by Radica without Cause, or by Radica in the event of the Total Disability of Employee. On termination of this Agreement pursuant to Paragraph (a) above, or by Radica for Cause, or by Employee without consent of Radica, all benefits and compensation shall cease as of the date of such Termination. On termination of this Agreement by Radica without Cause or in event of Total Disability of Employee, all benefits and compensation shall continue for twelve (12) months after such a Termination. BUSINESS EXPENSE REIMBURSEMENT. Employee will be entitled to reimbursement by Radica Group for the reasonable business expenses paid by him on behalf of Radica Group in the course of his employment hereunder on presentation to Radica Group of appropriate vouchers (“Resignation Date”); providedaccompanied by receipts or paid bills) setting forth information sufficient to establish: the amount, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignationdate, and place of each such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless expense; the employment is terminated pursuant to Section (5), business reason for each such expense and the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance nature of the 30 day notice period for business benefit derived or expected to be derived as a result thereof; and the premiums (if any) Employee pays for continuation names, occupations, addresses, and other information sufficient to establish the business relationship to Radica Group of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programany person who was entertained by Employee.

Term of Employment. 1.6.1 Clause 20.1 of the Employment Agreement shall be amended to state: “Subject to the remainder of this clause 20, your employment may be terminated by the Company giving you not less than twelve (a12) The Corporation hereby employs Employee, and Employee hereby accepts continued employment with the Corporation, for a period continuing from the first date above until terminated as provided in this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by giving months written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (or such longer notice period as may be required by applicable statute), and you must give the Company no less than twelve (12) months written notice of termination.” 1.6.2 Clause 20.2 of the Employment Agreement shall be amended to state: “Resignation DateIn the event of your employment being terminated by the Company, except for Cause as outlined in clause 20.3, or in the event of your resignation for Good Reason, you will be eligible to receive, subject to your execution of a Severance Agreement and Release of Claims relating to your employment and its termination in a form agreed with the Company, commencing no later than 60 calendar days after your last day of employment: (i) 100% of the sum of your annual base salary plus target annual bonus for the year in which the notice of termination occurs reduced by the amount of basic salary paid in lieu of notice pursuant to clause 20.4 (payable in equal instalments on the Company’s regular payroll schedule over the twelve-month period following your final day of employment), and (ii) continuation of all benefits for a period of twelve months following your final day of employment, including private medical cover, insurances, pension and other benefits on the same terms that were offered prior to termination. For the avoidance of doubt, the Company’s waiver, in whole or in part, of your obligation to serve notice of termination shall not constitute a termination of your employment by the Company giving rise to benefits under this clause 20.2.”); provided 1.6.3 Clause 20.3 of the Employment Agreement shall be amended to state: “The Company may terminate your employment for Cause, howeveras determined by the Company acting in good faith, with immediate effect, without notice and without a payment in lieu of notice. A resignation by you shall be considered a constructive termination by the Company without Cause if the Company determines, acting reasonably, that such resignation was for Good Reason, and you shall not be required to provide notice of termination in accordance with clause 20.1 where your resignation qualifies as a resignation for Good Reason.” Clause 20.4 of the Corporation may Employment Agreement shall be amended to state: “Without prejudice to the Company’s rights under clause 20.3, the Company may, in its absolute discretion and at any time and for any reason(whether or not notice has been served by either party under clause 20.1 above), or no reason, accelerate the Resignation Date terminate your employment with immediate effect by giving to any date prior thereto up to and including the date Employee delivers such you written notice of resignation, such summary termination and such acceleration termination shall notbe lawful and not constitute a breach of this agreement provided that the Company, in its absolute discretion, pays to you a sum equal to the basic salary which would have been paid to you during the unexpired period of notice due to you under clause 20.1 of this agreement (payable in equal instalments on the Company’s regular payroll schedule over the twelve-month period following your final day of employment). For this purpose, any event, resignation by you shall be deemed considered a constructive termination by Corporation the Company under this provision if the Company determines, acting reasonably, that such resignation was for Good Reason. For the avoidance of Employee’s employmentdoubt, nothing in this clause 20.4 shall give you any right to receive such a payment in lieu of notice. Unless In the employment event that the Company fails to make such a payment in lieu of notice to you (and clause 20.3 is terminated pursuant to Section (5not applicable), the Corporation shalltermination shall constitute a breach of contract and you agree to take all reasonable steps to mitigate your losses. If paid, if it terminates the employment prior payment in lieu of notice shall be subject to the Resignation Datedeductions for income tax, continue employee’s national insurance contributions and any other deductions required by law or permitted to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation be made under the federal COBRA programthis agreement.”

Term of Employment. (a) 2.1 The Corporation hereby employs Employeeinitial term of this Agreement shall be for one year, subject to earlier termination in accordance with Section 2.2 hereof. Thereafter, this Agreement may be renewed upon the written agreement of you and Employee hereby accepts continued employment with the Corporation, for a period continuing from the first date above until terminated as provided in this Section (1) or Section (5)Company. (b) Either 2.2 The Company shall have the Corporation or Employee may right to terminate Employee’s your employment at any time either (a) immediately without prior written notice for any reason"cause" (as defined herein), or no reason, by giving (b) upon at least ten (10) days' written notice without cause. If the Company terminates your employment for cause, the Company shall be obligated to the other party stating its or his election pay you an amount equal to terminate the employment of Employee under this Employment Agreement your salary and an effective date of termination vacation pay which is at least thirty (30) days after accrued and unpaid up to the date of receipt by such termination. If the other party of such notice; provided, however, that the Company terminates your employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the abovewithout cause, the Corporation Company shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue obligated to pay Employee his customary you your Base Salary (as defined in EXHIBIT A attached hereto) for a period of time equal to the greater of (i) six months, or (ii) that period of time which commences on the date of such termination and ends with the expiration in the initial term of employment set forth in Section 2.1 (4the "Severance Period"). The Company shall also continue in full force and effect for the Severance Period all health and insurance benefits that you enjoyed at the time of your termination without cause, and all other benefits which applicable law requires to be continued. Should you continue to be employed by the Company beyond the term of this Agreement without a mutually agreed upon renewal or modification of this Agreement, a six month severance provision for termination without cause as described above shall apply. 2.3 For purposes of Section 2.2 hereof, the term "cause" shall mean the following: (i) your involvement in any felony crime, material arrestable criminal offense (excluding road traffic offenses for which a fine or non-custodial penalty is imposed), or any crime in connection with your employment with the Company (including theft of Company assets); or (ii) material insubordination or your knowing or intentional failure to take actions permitted by law and will reimburse Employee through the balance necessary to implement strategies or policies of the 30 day notice period for Company and which are consistent with your positions and duties, following written warning of such material insubordination or unreasonable failure; or (iii) drunkenness or use of any drug or narcotic which adversely affects your job performance; or (iv) any knowing or intentional misrepresentation of significant information important to the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) operating condition of the Corporation’s group life policy then Company; or (v) acting in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA programmaterial breach or contravention of any non-competition, non-disclosure or non-solicitation covenants hereof. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program.

Term of Employment. (a) The Corporation hereby employs Employee, Executive’s employment under this Agreement shall commence on the Effective Date hereof and Employee hereby accepts continued employment with the Corporation, continue for a period continuing from of two (2) years (the first date above until terminated as provided in this Section (1) or Section (5“Initial Term”). (b) Either the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reasonuntil otherwise terminated in accordance with the provisions of this Article III. This Agreement shall automatically renew for successive one (1)-year terms (each, by giving written notice to if any, a “Renewal Term”) unless earlier terminated in accordance with the provisions of this Article III or unless either Party provides the other party stating its or his election to terminate the employment Party with a minimum of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such written notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment non-renewal prior to the Resignation end of the Initial Term. If this Agreement is in a Renewal Term, non- renewal of any upcoming Renewal Term shall require sixty (60) days prior written notice of non- renewal prior to the end of the then-current Renewal Term. For purposes of this Agreement, the period of time from the date hereof until the termination or non-renewal of this Agreement, including the Initial Term and any Renewal Term, will be referred to herein as the “Term.” The date this Agreement terminates shall be referred to as the “Termination Date”. Executive’s salary shall commence upon the Effective Date and shall be paid an amount equal to one month of the annual salary equal to $33,000 on or before February 14, continue 2024. In the event the IPO is not consummated by February 14, 2024, Executive may terminate the Agreement on such date (“Early Termination Right”) upon written notice to pay Employee his customary Base Salary Company (as defined email being sufficient). Executive acknowledges that the continuation of health and medical benefits following Executive exercising the Early Termination Right may not be feasible under the terms and conditions of the Company’s plan administered by Tri-Net. The Company will use its best efforts to qualify Executive for inclusion in Section (4)) and will reimburse Employee the Company’s plan through the balance remainder of calendar year 2024. If Executive exercises the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect Early Termination Right, Executive will not be entitled to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect any severance benefits or other compensation and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation benefits under the federal COBRA programAgreement. If Executive exercises the Early Termination Right, Section 1.2(c), 4.3 and Article V shall survive such termination of this Agreement.

Term of Employment. (a) The Corporation Bank hereby employs Employeethe Executive, and Employee the Executive hereby accepts continued employment with the CorporationBank, for a period commencing as of the Amendment Date and continuing from the first date above until December 15, 2015 or until terminated as provided in accordance with this Section (1) or Section (54) (the “Term”). (b) Either the Corporation or Employee The Bank may terminate Employeethe Executive’s employment at any time time, for any reason, reason or no reason, by giving written notice notifying the Executive of such termination, and unless the Bank notifies the Executive that the effective date of such termination shall be a later date (the “Delayed Termination Date”), such termination shall be effective immediately, and the Executive shall receive pay and benefits in accordance with Section (5) below. If the Bank permits the Executive to continue working until a Delayed Termination Date, the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty shall be the earlier of (30i) days after the date last full day of receipt by the other party of such notice; provided, however, work that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section Executive performs for the Bank (5)(bthe “Last Full Work Day”) and (c)ii) the Delayed Termination Date. Notwithstanding If the aboveLast Full Work Day is prior to the Delayed Termination Date, the Corporation Executive shall be entitled, at its sole discretion, deemed to waive the obligation of Employee have resigned pursuant to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)1)(c) and will reimburse Employee through the balance below as of the 30 day notice period for Last Full Work Day, unless the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then Bank agrees otherwise in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA programwriting. (c) Employee The Executive may terminate his employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (the “Resignation Date”); provided, however, that the Corporation Bank may at any time and time, for any reason, reason or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee the Executive delivers such notice of resignation, and which such acceleration shall not, in any event, be deemed a termination by Corporation the Bank of Employeethe Executive’s employment. Unless the Executive’s employment is terminated pursuant to Section (54), the Corporation Bank shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee the Executive his customary Base Salary (as defined in Section (43)(a)) and will reimburse Employee through until the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programLast Full Work Day.

Term of Employment. (a) 2.1 The Corporation hereby employs Employeecommencement of this Contract and your appointment as Executive Vice President and Managing Director, Mediterranean Basin and Employee hereby accepts continued Africa is effective from 1 November 2003. 2.2 Your continuous employment with the Corporationbegan on 1 July 1999, for a period continuing from the first date above and, subject to Clause 7 and Clause 2.3 of this Contract, will continue until terminated as provided in this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by either party giving written notice to the other party stating its or his election not less than twelve months’ notice in writing (the “Notice Period”) expiring on any date. 2.3 If there is a “change of control” (as hereinafter defined) and this Contract is terminated by the Company within twelve months of the “change of control” taking effect (including a termination as a result of a constructive dismissal but excluding a termination in accordance with Clause 7 of this Contract) the Company shall, as liquidated damages, pay to terminate you within one month of termination, an amount equal to one year’s annual gross salary at the employment of Employee under this Employment Agreement and an effective rate current on the date of termination which and credit you with one year’s additional pensionable service (together, the “Damages”). For this purpose this Contract is at least thirty (30) days after terminated when notice is given, or if no notice is given, the date the Contract ends. 2.4 Any payments made under Clause 2.3 above shall be made less any deductions which the Company may be required by law to make including, without limitation, in respect of receipt tax and other statutory deductions and are conditional on you agreeing to be bound by the other party restrictive covenants at Clause 6.4, and shall be accepted by you in full and final settlement of such notice; providedall claims which you have or may have against the Company or any subsidiary or associated company arising out of the termination of this Contract and your employment, howeversave for any personal injury claim, any accrued rights that you have in the Company Pension Scheme or employment protection statutory claim. It is agreed, that in either case, the Damages are agreed to be a genuine pre-estimate of your loss and shall not be reduced by reason of the doctrines of mitigation and accelerated receipt. 2.5 Your work location will be wherever required in the United Kingdom, but based initially at the Company’s offices in Reading. You may be required to travel and work outside the United Kingdom from time to time but unless otherwise agreed with you, you will not be required to live outside the United Kingdom. 2.6 The Company shall be under no obligation to provide you with work during any Notice Period either given by the Company or by you to terminate your employment of Employee under this Employment Agreement Contract. The Company may during any Notice Period suspend you from your employment or exclude you from any premises of the Company provided always that such suspension will be no longer than six months. During any such period of suspension the Company may make a payment in lieu of notice, less tax and other statutory deductions. 2.7 During any period of suspension you may not, without the Company’s consent: (i) contact or have any communication with any customer or client of the Company or any subsidiary or associated company in relation to the business of the Company or any subsidiary or associated company; or (ii) contact or have any communication with any employee, officer, director, agent or consultant of the Company or any subsidiary or associated company in relation to the business of the Company or any subsidiary or associated company. For the avoidance of doubt it is subject to prior termination as hereinafter provided agreed that the provisions of Clause 3.3 shall apply during any period of suspension. 2.8 For the purposes of this Contract, a “change of control” shall occur if 2.8.1 the Company becomes a subsidiary of another company; 2.8.2 50% or more of the voting rights for the time being of the Companybecome vested in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation any individual or body or group of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary individuals or bodies acting in concert (as defined in Section (4the City Code on Take-Overs and Mergers)) and will reimburse Employee through ; 2.8.3 the balance right to appoint or remove the majority of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, Board becomes vested in any event, be deemed a termination by Corporation individual or body or group of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary individuals or bodies acting in concert (as defined in Section (4the City Code on Take-Overs and Mergers)) and will reimburse Employee through the balance ; 2.8.4 all or substantially all of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) business, assets and undertakings of the Corporation’s group life policy then in effect and for Company becomes owned by any person, firm or company (other than a subsidiary or associated company); 2.8.5 the premiums whole of the issued share capital of the Company or a substantial part of the undertaking of the Company (including its subsidiaries) is transferred to another company unless that transferee company is a subsidiary of the Company, or a company ultimately owned by substantially the same shareholders as are the ultimate owners of the Company: but “change of control” does not occur notwithstanding any of sub-clauses 2.8.1 to 2.8.5 above if any(and, only if) for such medical/dental insurance through a process of reconstruction the Company becomes a subsidiary of another company owned by substantially the same shareholders, as Employee may then receive should are the Employee elect continuation under shareholders of the federal COBRA programCompany.

Term of Employment. (a) The Corporation hereby employs term of Employee's employment hereunder shall commence on the Effective Date and shall continue for a term of five (5) years ending March 31, 2001, unless sooner terminated by the first to occur of the following: (i) The death of Employee, and in which event the Company shall pay to the legal representative of Employee hereby accepts continued employment with an aggregate sum equal to his salary for twelve months at the Corporation, for a period continuing from the first date above until terminated as rate provided in this Section Paragraph 3(a) below (1payable in equal monthly installments) or Section that is in effect for Employee at the time of his death, plus a pro rata portion (5). (b) Either the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after based on the date of receipt by Employee's death) of any bonuses that would otherwise have been payable under Paragraphs 3(b) and 3(c) below for the other party of Interim Budget Period or Full Budget Year, as the case may be, in which such noticedeath occurs; provided, however, that any such sums payable pursuant to this clause (i) shall be reduced dollar for dollar by the employment amount of any such sums paid pursuant to clause (ii) immediately below if the death of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work occurs during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary Complete Disability (as defined in Section said clause (4ii)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA programEmployee. (cii) The Complete Disability of Employee, in which event the Company shall pay to Employee or his legal representative an aggregate sum equal to his salary for twelve months at the rate provided in Paragraph 3(a) below (payable in equal monthly installments) that is in effect for Employee at the time of his Complete Disability, less any sums that are payable to Employee under any disability insurance benefits provided by the Company, plus a pro rata portion (based on the date 2 of such Complete Disability) of any bonuses that would otherwise have been payable under Paragraphs 3(b) and 3(c) below for the Interim Budget Period or Full Budget Year, as the case may terminate employment by delivering notice be, in which such Complete Disability occurs. "Complete Disability," as used herein, shall mean the inability of resignation no later Employee to perform the substantial and material duties of his occupation for a period of more than thirty ninety (3090) consecutive days or for more than ninety (90) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 180-day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program.period;

Term of Employment. (a) The Corporation hereby employs Employee, and Employee hereby accepts continued employment with the Corporation, for a period continuing from the first date above until terminated as provided in this Section (1) or Section (5)acknowledges that he is an employee at will. (b) Either the Corporation or Employee Employer may terminate Employee’s employment at any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the employment of Employee under at any time for “cause”. For purposes of this Employment Agreement Agreement, the term “cause” shall mean (i) Employee’s willful and an continued insubordination or Employee’s willful and continued failure or refusal to perform the duties of his position; (ii) Employee’s dishonesty in the performance of his duties; and (iii) Employee’s conviction of a crime involving moral turpitude which, in the reasonable judgment of Employer, renders Employee unfit to continue in his position. In the event of a termination for “cause”, Employer’s obligation to pay further compensation to Employee shall cease as of the effective date of termination which is at least his termination. (c) In the absence of “cause” as defined in this Agreement, Employer may terminate the employment of Employee upon thirty (30) days after notice. In such event, Employee shall be entitled to receive, as of the effective date of receipt by his termination, severance equal to one year’s salary plus a bonus equal to the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance average of the 30 day notice period bonuses paid to Employee for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA programtwo prior years. (cd) Employee may terminate resign his employment by delivering notice of resignation no later than upon thirty (30) days prior notice. Employee will then be bound by the provisions of paragraph 2(d) of this Agreement if, but only if, Employer elects to pay severance and bonus in the intended date amounts described in paragraph 1(c) of termination this Agreement, and if, but only if, such severance and bonus are paid within twenty-five (25) days of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date when Employee delivers such gives notice of his resignation. However, should such payment be subject to Section 409A of the Internal Revenue Code, and if a six-month delay is necessary to comply with Section 409A, Employer shall provide written notification to Employee by such acceleration shall not, in any event, be deemed a termination by Corporation 25th day of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue its election to pay Employee his customary Base Salary (as defined the severance and bonus amounts but that payment shall be delayed for six months in order to comply with Section (4)409A. In the event of such delay, paragraph 2(d) and will reimburse Employee through shall be in full force during the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programdelay period.

Term of Employment. 2.1 The term of Executive's employment under this Agreement shall extend from February 1, 2003 through January 31, 2006 (the "Expiration Date"), at which time the obligation of the Corporation to pay further compensation or provide fringe benefits to Executive shall cease; provided however that all other obligations of the parties hereunder (including the obligation of the Corporation to pay to Executive Base Compensation and Annual Bonus earned by Executive through the date of such expiration) of either party to the other party at the time of such expiration shall not be affected by such expiration. Such term of employment may be terminated prior to expiration of such term at any time upon the earlier occurrence of any of the following events: (a) The By mutual written consent of the Corporation hereby employs Employeeand Executive, upon such terms and Employee hereby accepts continued employment with conditions as the Corporation, for a period continuing from the first date above until terminated as provided parties may agree in this Section (1) or Section (5).writing; (b) Either Immediately upon Executive's death, in which case, the obligations of the Corporation to pay further compensation or Employee may terminate Employee’s employment at any time for any reason, or no reason, provide fringe benefits to Executive shall cease as of the date of Executive's death; provided however that all other obligations of the parties hereunder (including the obligation of the Corporation to pay to Executive Base Compensation and Annual Bonus earned by giving written notice Executive through the date of Executive's death) of either party to the other party stating its or his election to terminate at the employment time of Employee under this Employment Agreement and an effective date of termination which is at least thirty Executive's death shall not be affected by such termination; (30c) days after By the date of receipt by Corporation, upon the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination permanent total Disability (as hereinafter provided defined) of Executive, in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, which case the Corporation shall continue to pay Employee his customary (i) in accordance with the Corporation's then current payroll policies one-half of Executive's Base Salary Compensation in effect as of the date of Executive's Disability for a period equal to the shorter of (A) twenty-four (24) months following the date of such Disability, or (B) the period from the date of such Disability through the Expiration Date, (ii) any Annual Bonus Executive would have earned through the date of such Disability if all criteria for the payment of the Annual Bonus were achieved at maximum levels and (iii) those fringe benefits to which Executive is entitled under Article IV of this Agreement; (d) By the Corporation, immediately upon written notice to Executive, for Cause (as defined hereinafter defined), in Section which case, the obligations of the Corporation to pay further compensation or provide fringe benefits to Executive shall cease as of the date of such notice; provided however that all other obligations of the parties hereunder (4)) including the obligation of the Corporation to pay to Executive Base Compensation and will reimburse Employee Annual Bonus earned by Executive through the balance date of such notice) of either party to the other party at the time of such termination shall not be affected by such termination; (e) By Executive, immediately upon at least thirty days' written notice to Corporation, as a result of the 30 day notice period occurrence of any Employment Condition (as hereinafter defined). In such event, (i) the Corporation shall pay to Executive a sum equal to the greater of (A) the aggregate of Executive's Base Compensation in effect as of the date of such termination payable by the Corporation hereunder for the premiums period from the date of such termination through the Expiration Date plus any Annual Bonus Executive would have earned during the period from the date of such termination through the Expiration Date if all criteria for the payment of the Annual Bonus were achieved at maximum levels for each of the fiscal periods with such period and (if anyB) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature Three Hundred percent (if any300%) of Executive's Base Compensation in effect as of the date of such termination, (ii) all options to purchase shares of the common stock of the Corporation held by Executive pursuant to a stock option or other incentive compensation plan of the Corporation ("Stock Options") shall be fully vested and exercisable, (iii) all restrictions on restricted stock of the Corporation held by Executive pursuant to a restricted stock or other incentive compensation plan of the Corporation (the "Restricted Stock") that may result in the forfeiture of such stock shall terminate, and (iv) all agreements with the Corporation by Executive to refrain from selling any securities of the Corporation shall terminate. In the event that payment is made to Executive under clause (i)(A) above, the portion of the payment calculated on the basis of the Executive's Base Compensation shall be paid in twelve equal monthly installments on the first day of each calendar month commencing on the first day of the month immediately succeeding the date of termination and the portion of the payment calculated on the basis of the Annual Bonus shall be paid in a single lump sum not later than 30 days after the date an audit report is issued by the Corporation’s group life policy then in effect and 's independent public accountants with respect to the Corporation's financial statements for the premiums fiscal year for which the Annual Bonus is to be paid. In the event payment is made to Executive under clause (if anyi)(B) for such medical/dental insurance as Employee may then receive should Employee elect continuation under above, the federal COBRA programpayment shall be paid in twelve equal monthly installments on the first day of each calendar month commencing on the first day of the month immediately succeeding the date of termination. 2.2 For purposes of this Agreement, the following terms have the meanings ascribed thereto below: (ca) Employee may terminate employment by delivering notice The term "Cause" as used in this Agreement shall mean (i) Executive's conviction of resignation no later a felony which results in the incarceration of Executive for a period of more than thirty (30) days prior or conviction of a crime involving moral turpitude which causes injury (monetary or otherwise) to the intended date Corporation's public image or reputation or involving fraud or deceit, (ii) the Executive's disclosure to third parties of termination trade secrets or other confidential and proprietary information related to the business of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reasonits subsidiaries in violation of this Agreement, or no reason, accelerate (iii) the Resignation Date Executive's failure to any date prior thereto up perform the Executive's duties to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates (other than any such failure resulting from the employment prior Executive's incapacity due to Disability or any actual or anticipated failure resulting from a resignation by the Executive as a result of the occurrence of any Employment Condition) after a written demand for Executive's performance of his duties is delivered to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through Executive by the balance Board of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) Directors of the Corporation’s group life policy then , which demand specifically identifies the manner in effect which the Board of Directors believes that the Executive has not performed his duties, and for which performance is not substantially cured by the premiums Executive within ten (if any10) for days of receipt of such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programdemand.

Term of Employment. (a) The Corporation hereby employs EmployeeEmployment of Employee hereunder shall be effective on the Effective Date and shall, and Employee hereby accepts continued employment with the Corporationsubject to earlier termination pursuant to Section 6 hereof, continue for a period continuing from of two (2) years thereafter, provided that this Agreement shall renew automatically for successive one year periods, unless during the first date above until terminated thirty (30) day period commencing one hundred and twenty (120) days prior to the applicable termination date, either the Employer or Employee notifies the other in writing that this Agreement shall not be so extended. The period during which this Agreement shall be in effect, including any extensions, is referred to as provided in "Term." The covenants and obligations of Employee pursuant to Sections 7 and 8 hereof shall survive the expiration of this Section (1) or Section (5)Agreement. (b) Either In the Corporation or event of the termination of Employee's employment without Cause (as defined below), Employer shall pay to Employee may terminate Employee’s employment at any time for any reason, or no reason, by giving written notice a termination benefit equal to (i) 50% of the other party stating its or his election to terminate Annual Base Salary in effect as of the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30payable in accordance with Section 3(b) days after hereof), plus (ii) any Incentive Bonus accrued and unpaid as of the date of receipt by such termination. Employee shall have no obligation to seek other employment, but the other party of such notice; provided, however, that Employer's obligation to pay the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided benefit described in Section clause (5)(bi) and (c). Notwithstanding the above, the Corporation above shall be entitled, at its sole discretion, reduced dollar for dollar to waive the obligation extent of Employee to continue to actively work Employee's earnings from employment or self-employment (not including investment income) during the 30 day notice periodsix-month period following such termination. In Upon any termination without Cause, all of the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary Warrants (as defined in Section (4below)) , shall become immediately fully vested and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA programexercisable. (c) In the event of the termination of Employee's employment for Cause, Employer shall pay to Employee may terminate employment by delivering notice the unpaid portion of resignation no later than thirty (30) days prior to the intended Annual Base Salary through the effective date of termination and the Incentive Bonus, to the extent it is accrued and unpaid as of such date. On a termination for Cause, further vesting of the Warrants shall cease, but such termination shall not affect Warrants vested prior to such termination. (d) In the event the employment of Employee is terminated within six months following a Change of Control (“Resignation Date”); providedas hereinafter defined) other than a voluntary termination by Employee in the absence of a breach of this Agreement by Employer, however, that the Corporation may at any time and for any reason, or no reason, accelerate Employer shall pay to the Resignation Date Employee on the thirtieth (30th) day following such termination a termination benefit equal to any date prior thereto up to and including (i) the greater of 100% of the Annual Base Salary in effect as of the date Employee delivers such notice of resignationtermination through the end of the Term or, and such acceleration shall not, in any event, be deemed a termination by Corporation if the unexpired portion of Employee’s employment. Unless the employment Term is terminated pursuant to Section less than twelve (5)12) months, the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Annual Base Salary for a full twelve (as defined in Section (4)12) and will reimburse Employee through the balance month period regardless of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) length of the Corporation’s group life policy unexpired Term, plus (ii) any Incentive Bonus then accrued and unpaid. The Employee agrees that his right to receive the termination benefit described in effect this Section 2(d) shall be the sole and for exclusive remedy of Employee against the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program.Employer or any successor in

Term of Employment. (a) The Corporation hereby employs Employee, Term This Agreement will continue in full force and Employee hereby accepts continued employment with effect from and including the Corporation, for a period continuing from the first date above until Effective Date unless sooner terminated as hereinafter provided in this Section (1the "Employment Term") or Section (5)replaced by another such agreement as may be mutually --------------- agreed upon in writing by all parties. (b) Either the Corporation or Employee Involuntary Termination Your employment with LEXAR MEDIA under this Agreement may terminate Employee’s employment be terminated by LEXAR MEDIA at any time during the Employment Term by the Board, for any reasonreason and with or without cause, or no reasonupon delivery of written notice by LEXAR MEDIA. LEXAR MEDIA is not required to give you any advance notice of termination which, by giving in the sole discretion of LEXAR MEDIA, may be effective immediately upon delivery of written notice to the other party stating its or his election to you. (c) Voluntary Termination You may terminate the employment this Agreement at any time by giving LEXAR MEDIA written notice of Employee under this Employment Agreement and an effective date of termination which is your resignation at least thirty (30) 30 days after the date of receipt by the other party of such noticein advance; provided, however, that the Board may determine upon receipt of such notice that the effective date of such resignation will be immediate or some time prior to the expiration of the notice period stated in your written notice to LEXAR MEDIA. (d) Termination for Cause Prior to the expiration of the Employment Term, your employment may be terminated for Cause by the Board, immediately upon delivery of Employee under this Employment Agreement termination notice thereof to you. For these purposes, termination for "Cause" will include, without limitation, termination because of your (a) ----- failure or a refusal to comply in any material respect with the reasonable policies, standards or regulations of the Company; (b) unprofessional, unethical or fraudulent conduct or conduct that materially discredits the Company or is subject materially detrimental to prior termination as hereinafter provided in Section (5)(b) and the reputation, character or standing of the Company; (c). Notwithstanding ) dishonest conduct or a deliberate attempt to do an injury to the aboveCompany; (d) material breach of a term of this Agreement or the Employee Invention Assignment and Confidentiality Agreement, including, without limitation, Employee's theft of the Corporation shall be entitled, at its sole discretion, Company's proprietary information; or (e) an unlawful or criminal act which would reflect badly on the Company in the Company's reasonable judgment. (e) Termination Due to waive the obligation of Employee to continue to actively work during the 30 day notice periodDeath or Disability Your employment hereunder will terminate immediately upon your death. In the event that by reason of injury, illness or other physical or mental impairment you are (i) completely unable to perform your services hereunder for more than three consecutive months, or (ii) unable in the Corporation elects good faith judgment of the Board to perform your services hereunder for 50% or more of the normal working day throughout six consecutive months, then LEXAR MEDIA may terminate your employment hereunder at any time to waive the obligation end of Employee to actively work during the 30 day notice such three-month or six-month period, the Corporation shall continue as applicable, by delivery to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance you of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering written notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programtermination.

Term of Employment. 2.1 The employment of the Executive will continue under this Agreement (athe “Term of Employment”) The Corporation hereby employs Employee, and Employee hereby accepts continued employment with subject to clause 14 the Corporation, for a period continuing from Company and the first date above until terminated as provided in this Section (1) or Section (5). (b) Either Executive can terminate the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, Term of Employment hereunder by giving written notice to taking effect immediately on the date of its service on the other party stating its or his election party. Any notice to terminate the employment Term of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after the date of receipt given either by the Executive or the Company (other than a notice by the Company pursuant to clause 14.1 hereof) shall be deemed to be a notice given by such party on the grounds of the Executive’s retirement and upon giving such notice; providednotice the Executive shall be deemed to have retired and qualified for retirement treatment for purposes of all plans, howeverpolicies, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the aboveprograms, arrangements of, or other agreements with, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice periodCompany or any Group Company. In the event of any termination of the Corporation elects at any time to waive the obligation Term of Employee to actively work during the 30 day notice periodEmployment save as provided by clause 2.2 below, the Corporation Executive will have no entitlement to any further payment from the Company hereunder and he hereby irrevocably waives any entitlement to notice or pay and/or benefits in lieu of any period of notice and for the avoidance of doubt the minimum periods of notice referred to in Section 86 of the Employment Rights Xxx 0000. Nothing in this clause 2.1 shall prejudice the Company’s right to terminate the Term of Employment hereunder pursuant to clause 14.1 hereof. 2.2 Following termination of the Term of Employment hereunder, the Executive shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect be entitled to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto amounts due hereunder which are accrued up to and including the date Employee delivers such notice on which the Term of resignationEmployment terminates but not yet paid, subject to any adjustment under clause 6.2 and/or clause 11.3, if applicable. Save for the Director’s Fee and unless otherwise agreed in writing between the Company and the Executive, the Executive shall not be entitled to any director’s fees from the Company or from any Group Company in addition to the remuneration payable by the Company to the Executive hereunder or pursuant to the US Employment Agreement, provided that if the Executive is at any time removed from the office of director whether of WPP or of WPP Group USA, Inc. (other than as a consequence of the Executive being terminated in accordance with Clauses 14.1 or 14.2 of this Agreement) the Term of Employment hereunder shall automatically terminate and such acceleration termination shall not, in any event, be deemed to be by the Company for a termination by Corporation reason other than provided for in clause 14.1 or 14.2 of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programthis Agreement.

Term of Employment. 2.1 The Employee’s Employment under this Agreement will commence on [start date], at the latest. 2.2 Subject to clauses 2.3, 2.4 and 11 the Employment shall continue until terminated by either party with not less than [*] months’ written notice from the Company and [*] months’ written notice from the Employee. 2.3 The Company may at its sole and absolute discretion make a payment in lieu of notice under clause 2.2 (or part of any such notice) to the Employee in an amount equal to [*] in which case the Company will procure and ensure that the Employee is treated by a “defined benefit” superannuation or retirement fund of which the Employee is a member as a consequence of the Employment, as if the benefits to which the Employee becomes entitled to receive from the fund upon termination of employment were calculated as if the Employee had remained employed by the Company until the [end of the notice period] and by reference to the rules of the fund in force on the date on which the notice of termination was given. 2.4 If the Employee gives notice of his resignation under clause 2.2, the Company will be entitled (instead of retaining the Employee in its services for part or all of the period of notice), to terminate the Employment and: (a) The Corporation hereby employs Employee, and make the payments which it would have been required to make under clause 5 if the Employee hereby accepts continued employment with had worked for the Corporation, for a full period continuing from of the first date above until terminated as provided in this Section (1) or Section (5).notice; and (b) Either procure and ensure that the Corporation Employee is treated by a “defined benefit” superannuation or retirement fund of which the Employee may terminate is a member as a consequence of the Employment, as if the benefits to which the Employee becomes entitled to receive from the fund upon termination of employment were calculated as if the Employee had remained employed by the Company until the [end of the notice period] and by reference to the rules of the fund in force on the date on which the notice of termination was given. 2.5 If the Employee’s employment at any time is terminated for any reason, or no reason, by giving written notice the Company must pay to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program.Employee: (ca) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time all remuneration and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto benefits payable up to and including the date Termination Date and any amount due for accrued holiday pay and pro rata holiday pay for an incomplete year; and (b) any other amount to which the Employee delivers such notice is entitled (including any out of resignation, pocket expenses for which he is entitled to be reimbursed under the Agreement) up to and such acceleration shall not, in including the Termination Date. 2.6 Upon termination of the Employment for any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5)reason, the Corporation shallEmployee must immediately and without claim for any compensation, if it terminates the employment prior resign from office as a director of all Group Companies and of any other entity to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programwhich he has been nominated or appointed by BHP Billiton Limited or BHP Limited Plc.

Term of Employment. 2.1 The term of Executive's employment under this Agreement shall extend from February 1, 2003 through January 31, 2006 (the "Expiration Date"), at which time the obligation of the Corporation to pay further compensation, bonuses or provide fringe benefits to Executive shall cease; provided however that all other obligations of the parties hereunder (including the obligation of the Corporation to pay to Executive Base Compensation and bonuses earned by Executive through the date of such expiration) of either party to the other party at the time of such expiration shall not be affected by such expiration. Such term of employment may be terminated prior to expiration of such term at any time upon the earlier occurrence of any of the following events: (a) The By mutual written consent of the Corporation hereby employs Employeeand Executive, upon such terms and Employee hereby accepts continued employment with conditions as the Corporation, for a period continuing from the first date above until terminated as provided parties may agree in this Section (1) or Section (5).writing; (b) Either Immediately upon Executive's death, in which case, the obligations of the Corporation to pay further compensation, any bonuses or Employee may terminate Employee’s employment at any time for any reason, or no reason, provide fringe benefits to Executive shall cease as of the date of Executive's death; provided however that all other obligations of the parties hereunder (including the obligation of the Corporation to pay to Executive Base Compensation earned by giving written notice Executive through the date of Executive's death) of either party to the other party stating its or at the time of Executive's death shall not be affected by such termination; and provided further that for a period of six months the Corporation shall provide to Executive's family health insurance coverage on the terms and conditions no less favorable to Executive's family than provided immediately prior to Executive's death; and provided further that all unexercised stock options held by Executive at the time of his election death shall become immediately vested and exercisable; (c) By the Corporation, upon the permanent total Disability (as hereinafter defined) of Executive, in which case the Corporation shall continue to terminate pay, in accordance with the employment Corporation's then current payroll policies, Executive's Base Compensation in effect as of Employee under this Employment Agreement and an effective the date of Executive's Disability for the period of six months beginning on the date of termination; (d) By the Corporation, immediately upon written notice to Executive, for Cause (as hereinafter defined), in which case, the obligations of the Corporation to pay further compensation, bonuses or provide fringe benefits to Executive shall cease as of the date of such notice; provided however that all other obligations of the parties hereunder (including the obligation of the Corporation to pay to Executive Base Compensation earned by Executive through the date of such notice) of either party to the other party at the time of such termination which is shall not be affected by such termination; (e) By Executive, immediately upon at least thirty (30) days after days' written notice to Corporation, as a result of the date occurrence of receipt by the other party of such notice; provided, however, that the employment of Employee under this any Employment Agreement is subject to prior termination Condition (as hereinafter provided defined) in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice periodwhich case, the Corporation shall continue to pay Employee his customary Executive's Base Salary (Compensation in effect as defined in Section (4)) and will reimburse Employee of the date of such termination through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA programExpiration Date. 2.2 For purposes of this Agreement, the following terms have the meanings ascribed thereto below: (ca) Employee may terminate employment by delivering notice The term "Cause" as used in this Agreement shall mean (i) Executive's conviction of resignation no later a felony which results in the incarceration of Executive for a period of more than thirty (30) days prior or conviction of a crime involving moral turpitude which causes injury (monetary or otherwise) to the intended date Corporation's public image or reputation or involving fraud or deceit, (ii) the Executive's disclosure to third parties of termination trade secrets or other confidential and proprietary information related to the business of employment the Corporation and its subsidiaries in violation of this Agreement, or (“Resignation Date”); providediii) the Executive's failure to perform the Executive's duties to the Corporation (other than any such failure resulting from the Executive's incapacity due to Disability or any actual or anticipated failure resulting from a resignation by the Executive as a result of the occurrence of any Employment Condition) after a written demand for Executive's performance of his duties is delivered to the Executive by the Executive's Supervisor, however, which demand specifically identifies the manner in which the Board of Directors believes that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignationExecutive has not performed his duties, and which performance is not substantially cured by the Executive within thirty (30) days of receipt of such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programdemand.

Term of Employment. (a) The Corporation Each of the Company and the Bank hereby employs Employeethe Executive as Senior Vice President and Chief Financial Officer of the Company and the Bank, and Employee the Executive hereby accepts continued said employment with and agrees to render such services to the CorporationEmployers, on the terms and conditions set forth in this Agreement. The term of employment under this Agreement shall be for a period continuing from term of three years, commencing on the first date above until terminated of this Agreement, unless such term is extended as provided in this Section (1) or Section (5). (b) Either 2. On the Corporation or Employee may terminate Employee’s employment at any time annual anniversary of the date first above written and each annual anniversary thereafter, the term of this Agreement shall automatically be extended for any reasonan additional one-year without the need for notification to be given by the Board of Directors of each of the Employers of their approval of such extension. If either the Executive on the one hand, or no reasonthe Company or the Bank on the other hand, by giving gives written notice to the other party stating its or his parties hereto of such party’s or parties’ election not to terminate extend the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty term, with such notice to be given not less than ninety (3090) days after prior to any such anniversary date, then this Agreement shall terminate at the date conclusion of receipt its remaining term. References herein to the “Term of Employment” shall refer both to the initial term and successive terms. (b) During the Term of Employment, the Executive shall perform such executive services for the Employers as may be consistent with Executive’s titles and such executive services which are from time to time assigned to Executive by the Employers’ respective Boards of Directors. The Executive shall devote Executive’s entire business time, attention, skill and energy exclusively to the business of the Employers. The Executive shall not engage or prepare to engage in any other party of business activity, whether or not such noticebusiness activity is pursued for gain, profit or other economic or financial advantage; provided, however, that the employment Executive may engage in appropriate civic, charitable or religious activities and devote a reasonable amount of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive private investments or boards or other activities provided that such activities do not interfere or conflict with the obligation of Employee Executive’s responsibilities and are not or not likely to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior be contrary to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program.Employers interests

Term of Employment. The term of Employee's employment hereunder (athe "Term") The Corporation hereby employs shall commence as of August 2, 1999 (the "Commencement Date") and shall continue (subject to termination by either Employer or Employee or extension by Employer and Employee, all as hereinafter provided) for an initial term (the "Initial Term") of three (3) years expiring on August 1, 2002 (the "Expiration Date"). Each year hereof, prior to the anniversary date of this Agreement, the Board of Directors (acting through the Compensation Committee, if deemed appropriate by such board) shall review the performance of Employee and the extent to which Employee hereby accepts continued employment with has reached his performance goals set by the CorporationCompensation Committee of the Board of Directors. Following such review, the Board of Directors shall consider the extension of the Term for a period continuing from the first date above until an additional year and upon written consent of both Employer and Employee, such Term shall be extended. The Expiration Date shall be automatically extended unless terminated as provided in this Section (1) or Section (5). (b) Either the Corporation by Employer or Employee may for successive one-year periods following the expiration of the Initial Term. If Employer desires to terminate Employee’s 's employment under this Agreement at the end of the Initial Term or at the end of any time for any reasonsucceeding one year term, or no reason, by giving Employer shall give written notice of such desire to Employee at least one month prior to the other party stating its expiration of the Initial Term or his election any succeeding one year term. If Employee desires to terminate the Employee's employment of Employee under this Employment Agreement and an effective date at the end of termination which is the Initial Term or at the end of any succeeding one year term, Employee shall give written notice of such desire to Employer at least thirty (30) days after one month prior to the date expiration of receipt by the Initial Term or any succeeding one year term. At the expiration of the then-existing term, Employer shall have no further obligation to Employee other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) than and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary unpaid Base Salary (as defined in hereafter defined) under Section (4)3(a) and will reimburse Employee through the balance of the 30 day notice period for the premiums any earned and unpaid Bonus (if anyas hereafter defined) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”Section 3(b); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration Employee shall nothave no further obligation to Employer except as set forth in Sections 7, in any event8, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) 9 and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program10.

Term of Employment. (a) The Corporation hereby employs the Employee, and the Employee hereby accepts continued employment with the Corporation, for a period commencing as of (start date) and continuing from the first date above thereafter until terminated as provided in this Section (1) or Section (5). (b) Either the The Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the notifying Employee of such termination. The employment of the Employee under this Employment Agreement and an effective date of termination which is at least shall terminate thirty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of the Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the its obligation of Employee to continue to actively work active employment of the Employee during the 30 day notice period. In the event the Corporation elects at any time to waive its obligation to continue active employment of the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay the Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee he pays for continuation of life insurance should Employee he elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for the continuation under the federal COBRA program of such medical/dental insurance as Employee may then receive should Employee elect continuation under through the federal COBRA programbalance of the 30 day notice period. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and which such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee he pays for continuation of life insurance should Employee he elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for continuation under the federal COBRA program of such medical/dental insurance as Employee may then receive should receive, through the Employee elect continuation under balance of the federal COBRA program30 day notice period.

Term of Employment. (a) The Corporation hereby employs Employee, and Employee hereby accepts continued employment with the Corporation, for a period continuing from the first date above until terminated as provided in this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate 2.1. Employee’s term of employment at any time under this Agreement shall commence on the Effective Date and shall continue thereafter for any reasonan initial period ending on the third (3rd) anniversary of the Effective Date. On the third anniversary of the Effective Date and on each successive anniversary of the Effective Date thereafter, or no reason, this Agreement shall be automatically renewed for successive one-year periods subject to termination by giving either party upon providing written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of such termination which is at least thirty sixty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (3060) days prior to the intended date end of termination any such period (such period of employment (employment, the “Resignation DateEmployment Period”); provided, however, that that, (i) the Corporation Employment Period may be terminated by Employee at any time and for prior to such date (or any reasonapplicable renewal date) by written notice to the Board, or no reason, accelerate the Resignation Date such termination to any date prior thereto up to and including be effective on the date specified in such notice, (ii) the Employment Period shall terminate prior to such date (or any applicable renewal date) upon Employee’s death or Disability (as defined in the following sentence), (iii) the Employment Period may be terminated by Employee delivers at any time prior to such notice of resignationdate (or any applicable renewal date) for Good Reason (as hereinafter defined), and (iv) the Employment Period may be terminated by the Company at any time prior to such acceleration shall notdate (or any applicable renewal date) for Cause (as hereinafter defined) or without Cause by delivering written notice to Employee. For purposes of this Agreement, the term “Disability” means any disability or incapacity which renders Employee unable to substantially perform his duties hereunder for forty five (45) consecutive days or for an aggregate of ninety (90) days in any event, be deemed period of 365 consecutive days as reasonably determined by the Board in its good faith judgment and after consultation with a physician to confirm such conclusion. 2.2. If the Employment Period is terminated by the Company without Cause (excluding any termination by Corporation reason of Employee’s employment. Unless the employment is terminated pursuant death or Disability) or by Employee for Good Reason, Employee shall be entitled to Section receive (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary i) Base Salary (as defined in Section (4)below) and will reimburse Employee earned through the balance date of termination, (ii) payment for any accrued, unused vacation days in accordance with the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the CorporationCompany’s group life policy policies then in effect and reimbursement for expenses that remain unreimbursed as of the date of such termination (subject to the Company’s expense reimbursement policies as then in effect), (iii) Base Salary as in effect on the date of termination for the premiums period beginning on the date of such termination and ending on the twenty-four (24) month anniversary of such termination; (iv) premium payments for continued group healthcare coverage (medical, dental and vision) for Employee and Employee’s spouse and dependents, if any, for a period of eighteen (18) months following Employee’s termination of employment (or a lump sum payment equal to the COBRA premium payments to continue Employee’s existing group health coverage for Employee and any spouse and dependents for a period of eighteen (18) months based on the COBRA premium rate in effect on the date of Employee’s termination if the Company cannot provide Employee with continued group healthcare coverage, including by reason of the application of non-discrimination requirements under applicable law), (v) a prorated annual Bonus (as defined below) for the fiscal year during which the date of termination occurs based on the number of days Employee was employed during such medical/dental insurance fiscal year and the Company’s actual performance for the fiscal year (which pro-rated Bonus shall be paid at the same time as bonuses are paid to the Company’s executives for such fiscal year); (vi) all equity awards granted to Employee may by the Company or any of its affiliates on or prior to the effective date of the Company’s Initial Public Offering shall become fully vested and exercisable, as applicable, as of the date of termination; and (vii) all equity awards granted by the Company to Employee following the date of the Company’s Initial Public Offering shall be subject to the terms set forth therein (for purposes of this Agreement, the payments and benefits described in clauses (iii) through (vii) of this Section 2.2 are hereinafter referred to as the “Severance Benefits”). Notwithstanding anything to the contrary contained herein, Employee shall not be entitled to receive any of the Severance Benefits unless Employee provides the Company with a fully enforceable separation and release agreement in the form attached hereto as Exhibit A and such release becomes irrevocable within thirty (30) days of Employee’s date of termination (the “Release”). Payments under clauses (i)-(ii) above shall be payable to Employee as soon as practicable following Employee’s date of termination in a lump sum irrespective of the receipt by the Company of a Release. The payments under clause (iii) shall be paid to Employee in substantially equal installments consistent with the Company’s payroll practices during the twenty-four (24) month period beginning with the Company’s first payroll period following the 30th day after Employee’s date of termination, provided, the Company receives the fully enforceable Release and such Release becomes irrevocable on or prior to the 30th day after Employee’s date of termination. All of the above payments shall be subject to withholding and other similar taxes. 2.3. If the Employment Period is terminated by reason of Employee’s death or Disability, Employee shall be entitled to receive the compensation and benefits described in Section 2.2, clauses (i)-(ii), (iv), (vi) and (vii), without the requirement to execute a Release. 2.4. If the Employment Period is terminated for any reason other than (i) by the Company without Cause, (ii) by reason of Employee’s death or Disability or (iii) by Employee for Good Reason, Employee shall be entitled to receive the compensation and benefits described in Section 2.2, clauses (i)-(ii). 2.5. Each installment of Base Salary under Section 2.2 is designated as a separate payment for purposes of the short term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). As a result, the following installments are intended to be exempt from Section 409A of the Internal Revenue Code: (1) installments that are made on or before the 15th day of the third month of the calendar year following the calendar year of termination, and (2) subsequent installments made on or before the last day of the second calendar year following the year of Employee’s termination that do not exceed the lesser of two times Employee’s annual rate of pay in the year prior to Employee’s termination or two times the limit under Section 401(a)(17) of the Internal Revenue Code then receive should in effect. 2.6. For purposes of this Agreement, “Cause” means (i) conduct by Employee in violation of Company’s material written policies and which result in demonstrative economic or reputational harm to the Company, (ii) gross negligence or willful misconduct by Employee elect continuation under in the federal COBRA programperformance of his duties, (iii) the commission by Employee of any act of fraud, theft or financial dishonesty with respect to the Company or any of its subsidiaries, the determination of which is to be made upon objective criteria, (iv) Employee’s indictment, conviction of, or pleading no contest or nolo contendere to, any felony, or (v) the breach by Employee of any material provision of this Agreement. With respect to clause (iv) above, Employee shall have ten (10) days following written notice by the Board of such breach to cure such breach prior to such breach being deemed “Cause” hereunder; provided, however, that in no event shall “Cause” exist unless (x) the Board provides written notice to Employee of the condition or event that the Company believes to constitute “Cause” and (y) Employee is given ten (10) days to cure any such condition or event; provided, further, that if Employee cures such event or condition giving rise to Cause within such ten (10) day period, then the Company shall not be permitted to terminate Employee for Cause.

Term of Employment. (a) The Corporation hereby employs Employeeagrees to employ Executive upon the terms and conditions of this Employment Agreement, and Employee hereby accepts continued employment with the CorporationExecutive agrees to so serve, for a three year term commencing March 1, 1996. The term of this Agreement will automatically renew each March 1 for an additional three year period continuing from unless, prior to the first date above until terminated preceding December 1 within the then current term, either party shall give written notice of nonrenewal to the other party, in which event this Agreement shall terminate at the end of the three year period then in effect. For example, the initial Term of this Agreement is March 1, 1996 through February 28, 1999. On March 1, 1997, the term of this Agreement extends to February 29, 2000, unless one of the parties provides written notice of its/his intent not to renew the Agreement prior to December 1, 1996. The three year period which is at any point in time then in effect is sometimes hereinafter referred to as provided in this Section (1) or Section (5)the "Term". (b) Either If notice of nonrenewal is given pursuant to (a) of this Section 2, Executive's employment right hereunder shall automatically terminate at the Corporation close of business on the last day of the then current Term. From and after the date of this Agreement and prior to the expiration of Executive's employment hereunder in accordance with the preceding sentence, termination of Executive's employment may only occur in accordance with paragraphs (c) or Employee may terminate Employee’s employment (d) of this Section 2 or in accordance with Section 7 hereof. (c) Executive shall have the right, at any time time, for any reasonreason during the Term hereof and whether with or without cause, or no reason, to terminate his employment hereunder by giving written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after prior written notice to the Corporation of the effective date of the termination, and as of such effective date Executive's employment with the Corporation shall cease. Unless such termination by the Executive is pursuant to Section 7(a) or 7(b) hereof, in the event of a termination by the Executive pursuant to this Section 2(c), no severance payments or other compensation or fringe benefits are payable during any period subsequent to the effective date of the termination, except for base salary and unused vacation days earned by Executive to the date of receipt by termination. If during the other party of such notice; providedTerm Executive's employment hereunder is terminated in accordance with Section 7(a) or Section 7(b) hereof, however, that Executive shall be entitled to the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided compensation specified in Section 7 in lieu of the compensation set forth in this Section 2(c). (5)(bd) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects may terminate Executive at any time to waive for good cause, as determined in good faith by the obligation Board of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) Directors of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice . For purposes of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); providedthis Agreement, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program.good

Term of Employment. (a) The Corporation Company hereby employs Employeecontinues to employ the Executive, and Employee the Executive hereby accepts such continued employment with the Corporationemployment, for the Term of Employment, which shall begin on the Effective Date and shall end following the giving of a notice by the Executive or the Company pursuant to Section 24 below. If the Executive gives such notice, the Term of Employment shall end at the end of the 90-day period continuing from following the first date above until terminated as provided on which the Executive notifies the Company in writing in accordance with Section 24 below that he wants the Term of Employment to so end. If the Company gives such notice, the Term of Employment shall end on the later of (i) the 2nd anniversary of the date on which the Company notifies the Executive in writing in accordance with Section 24 below that it wants the Term of Employment to so end or (ii) the 3rd anniversary of the Effective Date. A notification by the Executive or the Company to the other Party under this Section (1) or 2 shall be referred to herein as a "Section (5)2 Notification," and the date that the Section 2 Notification occurs shall be referred to herein as a "Section 2 Notification Date." (b) Either Notwithstanding anything contained herein to the Corporation contrary, following the date that a Change in Control of Supply occurs: (1) if the Executive makes a Section 2 Notification during the period beginning on the date of such Change in Control of Supply and ending on the 3rd anniversary of the date of such Change in Control of Supply, the Term of Employment shall end at the end of the 15-day period following such Section 2 Notification Date (in lieu of the 90-day period provided in Section 2(a) above); (2) if the Executive makes a Section 2 Notification on or Employee may terminate Employee’s employment after the 3rd anniversary of the date of such Change in Control of Supply, the Term of Employment shall end at the end of the 90-day period (in accordance with Section 2(a) above) following such Section 2 Notification Date; and (3) if the Company makes a Section 2 Notification at any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after following the date of receipt by such Change in Control of Supply, the other party Term of Employment shall end on the later of (i) the 2nd anniversary of such notice; provided, however, that Section 2 Notification Date or (y) the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance 3rd anniversary of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) date of the Corporation’s group life policy then Change in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA programControl of Supply. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior Notwithstanding anything contained herein to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5)contrary, the Corporation shall, if it terminates the employment prior Term of Employment is subject to the Resignation Date, continue to pay Employee his customary Base Salary (as defined earlier termination in accordance with Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program11 below.

Term of Employment. A. Subject to Section IV, Executive’s term of employment under this Agreement shall be three (a3) The Corporation hereby employs Employee, years beginning on the Effective Date and Employee hereby accepts continued employment with ending on the Corporation, for a period continuing from day prior to the first date above until terminated as provided in this Section third (13rd) or Section anniversary of the Effective Date (5the “End Date”) (“Term of Employment”). (b) Either B. Company shall have the Corporation or Employee may terminate Employee’s employment at any time option to enter negotiations with Executive to renew this Agreement with Executive for any reasonan additional term. If Company wishes to exercise its option to enter negotiations with Executive to renew this Agreement, or no reason, by giving it shall give Executive written notice of its intent to enter such negotiations to renew no later than one hundred twenty (120) days prior to the end of the Term of Employment. Executive and Company agree then to negotiate with each other party stating its or his election exclusively and in good faith until the end of the Term of Employment. The Term of Employment may not, however, be extended unless by mutual written agreement of Company and Executive as to terminate all of the employment material terms and conditions of Employee under the extension. In the event the parties do not enter into an agreement to extend the Term of Employment for an additional term, this Agreement shall expire and the Term of Employment Agreement and an effective date of termination which is at least thirty (30) days after shall end on the date of receipt by the other party of such noticeEnd Date; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary if Company does not make a Qualifying Renewal Offer (as defined in Section (4below)) and will reimburse Employee through the balance of the 30 day notice period , Executive shall be eligible for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated severance payment pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee IV(D)(2) herein in connection with his customary Base Salary Separation from Service (as defined in Section (4)herein) and will reimburse Employee through at the balance end of the 30 day notice period for Term of Employment (and assuming that he was willing and able at the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) end of the Corporation’s group life policy then Term of Employment to perform future services, whether for Company or any other party). If Company has made a Qualifying Renewal Offer, but Executive declines the offer and terminates employment at the end of the Term of Employment, Executive shall not be eligible for any Severance Payment from Company but shall be eligible for a Noncompetition Payment (as defined by, and in accordance with, Section VI (G), below) For these purposes, a Qualifying Renewal Offer is an offer to renew this Agreement with a meaningful increase in base salary and a bonus target that is at least the same level as in effect at the end of the Term of Employment, and for with other material terms that are as favorable in the premiums (if any) for such medical/dental insurance aggregate as Employee may then receive should the Employee elect continuation under the federal COBRA programmaterial terms of this Agreement.

Term of Employment. (a) The Corporation hereby employs Employee, and Employee hereby accepts continued ’s initial term of employment with the CorporationCompany under this Agreement shall be for the period of (2) two years commencing upon through (the “Initial Term of Employment”). Thereafter, the Employment Period hereunder may be extended on a month-to-month basis or for such other period as mutually agreed by the Parties. The Initial Term of Employment, and any extension of employment hereunder, shall each be referred to herein as a “Term of Employment.” The period continuing from the first Effective Date through the date above until terminated of Employee’s termination of employment for whatever reason shall be referred to herein as provided in this Section (1) or Section (5)the “Employment Period. (b) Either the Corporation or ” Employee may terminate Employee’s his employment with the Company and all Affiliates at any time for any reason, or no reason, by giving written notice providing 30 days Notice of Termination to the other party stating its or his election Company pursuant to Section 7. Company may terminate the employment of Employee under this Employment Agreement with the Company and an effective date all Affiliates at any time by providing 30 days Notice of termination which is at least thirty (30) days after the date of receipt by the other party of such noticeTermination to Employee pursuant to Section 7; provided, however, that the employment no advance Notice of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation Termination shall be entitled, at its sole discretion, to waive the obligation of required if Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary is being terminated for Cause (as defined in Section (46(c)) and will reimburse ). If Employee through is terminated by the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days Company without Cause prior to the intended date of , including, but not limited to, termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed following a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary Change-of-Control Event (as defined in Section 6(c)), Employee will be eligible to receive the Benefits described in Section 6 as if he terminated on . In addition, in such event the Stock Options and Performance-based Restricted Stock Units allocated to him pursuant to the Sxxxx International, Inc. 1989 Long-Term Incentive Plan (4)“LTIP”) will continue to vest through as if he was still employed through such date. Restricted Stock Units that vest according to this provision and the terms of a Restricted Stock Unit Agreement between the Company and Executive will reimburse be payable to Executive not later than 60 days after the date upon which such Units become vested. In addition, in such event the Employee through will have the balance right to exercise all vested but unexercised Stock Options as of pursuant to the post-termination exercise period provided under the retirement provisions of the 30 day notice period LTIP as if he retired from the Company for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for age on such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programdate.

Term of Employment. (a) The Corporation hereby employs the Employee, and the Employee hereby accepts continued employment with the Corporation, for a period commencing as of August 3, 2012 continuing from the first date above thereafter until terminated as provided in this Section (1) or Section (5). (b) Either the The Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the notifying Employee of such termination. The employment of the Employee under this Employment Agreement and an effective date of termination which is at least shall terminate thirty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of the Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the its obligation of Employee to continue to actively work active employment of the Employee during the 30 day notice period. In the event the Corporation elects at any time to waive its obligation to continue active employment of the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay the Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee he pays for continuation of life insurance should Employee he elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (( if anyany ) for the continuation under the federal COBRA program of such medical/dental insurance as Employee may then receive should Employee elect continuation under through the federal COBRA programbalance of the 30 day notice period. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and which such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee he pays for continuation of life insurance should Employee he elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (( if anyany ) for the continuation under the federal COBRA program of such medical/dental insurance as Employee may then receive should receive, through the Employee elect continuation under balance of the federal COBRA program30 day notice period.

Term of Employment. (a) The a. Corporation hereby employs Employee, agrees to employ Employee and Employee hereby accepts continued employment with agrees to be employed in the Corporation, capacity of Chief Operating Officer for a period continuing from term of three (3) years, effective January 1, 20012 and terminating December 31, 2014. Thereafter, the first term of this Agreement shall be automatically renewed and extended for successive one-year periods except that either party may, at least ninety (90) days prior to such expiration date above until terminated as provided in this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate Employee’s employment at any time for any reasonanniversary thereof, or no reason, by giving give written notice to the other party stating its electing that this Agreement not be renewed or his election extended, in which event this Agreement shall expire as of the expiration date or anniversary date, respectively. b. In the event of a merger of the Corporation, sale or change of control, defined as voting control (under any such circumstance referred to terminate as a “Change of Control”), Employee shall have the employment of Employee under right to extend and renew this Employment Agreement and an effective so that the expiration date of termination which is at least thirty (30) days after will be three years from the date of receipt the Change of Control. Alternatively, Employee shall have the right to terminate this Agreement and shall be entitled to receive one year’s base salary in accordance with paragraph 1c below. Any combination of MONMOUTH REAL ESTATE INVESTMENT CORPORATION and UMH PROPERTIES, INC. shall not be considered a Change of Control. c. If there is a termination of employment by the Corporation for any reason, either involuntary or voluntary, including the death of the Employee, other party than a termination for cause as defined herein, Employee shall be entitled to the greater of such notice; providedthe base salary due under the remaining term of this Agreement or one year’s compensation at the date of termination, paid monthly over the remaining term or life of this Agreement. Provided, however, that in the employment event of a termination in connection with a Change of Control, said termination shall not be considered for cause. d. In addition to any other compensation afforded herein, provided that Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, actively employed by the Corporation as of the consummation of a Change of Control, Employee shall be entitled, at its sole discretion, entitled to waive a transaction bonus consistent with the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) terms of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment Executive Management Transaction Bonus Plan, which Plan shall be approved by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programCompensation Committee.

Term of Employment. (a) The Corporation hereby employs Employee, and Employee hereby accepts continued employment with the Corporation, for a period continuing from the first date above until terminated as provided in this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate Employeeterm of Executive’s employment at any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after will commence on the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement and will continue until the third (3rd) anniversary of the date of this Employment Agreement (the ‘‘Initial Employment Period’’). THE INITIAL EMPLOYMENT PERIOD AND ANY RENEWAL EMPLOYMENT PERIOD (AS DEFINED HEREIN) SHALL AUTOMATICALLY BE RENEWED AND EXTENDED ON THE SAME TERMS AND CONDITIONS CONTAINED HEREIN FOR CONSECUTIVE ONE-YEAR PERIODS (EACH, A ‘‘RENEWAL EMPLOYMENT PERIOD’’), UNLESS NOT LATER THAN SIXTY (60) DAYS PRIOR TO THE END OF THE INITIAL EMPLOYMENT PERIOD OR ANY RENEWAL EMPLOYMENT PERIOD, AS THE CASE MAY BE, EITHER PARTY SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTY OF ITS ELECTION TO TERMINATE THIS EMPLOYMENT AGREEMENT. The Initial Employment Period and the Renewal Employment Periods are hereinafter referred to as the ‘‘Employment Period.’’ For purposes of this Employment Agreement, any notice of election to terminate this Employment Agreement pursuant to this Section 2 shall be deemed: (i) a termination without Due Cause pursuant to Section 9(d) if such notice is delivered by the Company; or (ii) a voluntary resignation without Good Reason pursuant to Section 9(e) if such notice is delivered by Executive. Notwithstanding anything to the contrary contained herein, the Employment Period is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program9 below.

Term of Employment. (a) The Corporation hereby employs Employee, term of this Agreement shall commence on the effective date hereof and Employee hereby accepts continued employment with the Corporation, continue for a period continuing from of one year subject to earlier termination as hereinafter provided. At the first date above until terminated as provided in end of the initial term of this Section Agreement and each renewal term of this Agreement, this Agreement shall renew for a period of one (1) or Section (5). (b) Either the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, year unless terminated by giving either party upon providing written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after prior to the date anniversary of receipt by this Agreement. If at the end of the initial term of this Agreement, C3D does not renew this Agreement for any reason other party of such notice; providedthan for "Good Cause" as that term is defined herein, however, that the employment of then C3D agrees to pay and Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitledentitled to receive 6 months of benefits, at perquisites and severance pay of salary, payable in accordance with C3D's then prevailing practices of its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice periodregular payroll. In the event C3D terminates this Agreement during the Corporation elects initial term or at any time prior to waive the obligation two (2) year anniversary of the effective date of this Agreement, for any reason other than for Good Cause, then C3D agrees to pay and Employee shall be entitled to actively work receive the remaining term of the Agreement or 6 months, whichever is longer, of all benefits, perquisites and severance pay of salary, payable in accordance with C3D's then prevailing practices of its regular payroll. In the event C3D terminates this Agreement during any term after the 30 day notice periodtwo year anniversary of the effective date of this Agreement, for any reason other than for Good Cause, then C3D agrees to pay and Employee shall be entitled to receive for the Corporation shall continue remainder of the term all benefits, perquisites and severance pay of salary, payable in accordance with C3D's then prevailing practice of its regular payroll. In the event C3D fails to pay Employee his customary Base Salary (as defined any and all payments indicated in Section (4)) this Article 2 when due, Employee shall be entitled to an additional two months of benefits, perquisites and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then severance pay in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior addition to the intended date amounts payable in accordance with C3D's then prevailing practice of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programits regular payroll.

Term of Employment. (a) 2.1. The Corporation hereby employs Employeeterm of employment shall be five years, and Employee hereby accepts continued employment commencing with the Corporationdate hereof, for a period continuing from the first date above until unless sooner terminated as provided in this Agreement. The initial term of employment and any extension thereof is herein referred to as the “Term.” 2.2. Notwithstanding the provisions of Section 2.1 hereof and subject to the terms of this Agreement, (1a) the Corporation shall have the right, on written notice to the Executive (setting forth with reasonable specificity, in the event of a termination which the Corporation asserts to be for Cause, the event(s) or circumstance(s) that constitute Cause) to terminate the Executive’s employment with or without Cause, such termination to be effective as of the date specified in the notice; but in no event earlier than 30 days from the date of the notice in the event the Executive’s employment is terminated by the Corporation without Cause and (b) the Executive shall have the right, on written notice to the Corporation (setting forth with reasonable specificity, in the event of a resignation which the Executive asserts to be for Good Reason, the event(s) or circumstance(s) that constitute Good Reason), to resign with or without Good Reason, in accordance with Sections 2.6(a) and (b) hereof. 2.3. No later than one year prior to the end of the Term (including any previous extension of the Term under this Section 2.3), the Corporation and the Executive shall meet to discuss the terms and conditions of an extension of the Term of this Agreement or entering into a new employment agreement at the end of the Term. If the Term of this Agreement shall not be extended by the Corporation (5and the Executive and the Corporation shall not have entered into a new employment agreement) for at least one year under fair and reasonable terms, having due regard for industry employment practices relating to executives of corporations of the size and character of the Corporation, then, upon the Executive’s termination of employment, the Corporation shall pay as severance pay to the Executive an amount equal to (i) annual salary at the rate in effect as of the Executive’s date of termination, plus (ii) the aggregate annual bonus (including any Performance Bonus and Discretionary Bonus) paid or payable to the Executive for the three calendar years prior to the date of termination divided by 3 (the “Applicable Bonus”). All such payments shall be made within fifteen days of such termination. In addition, following such termination, the Corporation shall provide the Executive benefit coverage continuation to the same extent and subject to the same conditions as provided in Section 2.5 hereof; provided further, that the Executive shall only be entitled to such health and welfare benefits as long as he is in compliance with the provisions of Section 5 below, to the extent applicable. Health benefits otherwise receivable by the Executive pursuant to this Section 2.3 shall be reduced to the extent comparable benefits are actually available to the Executive during such period from a subsequent employer. 2.4. For purposes of this Agreement, the term “Cause” shall mean any of the following actions or failure to act by the Executive: (a) failure to comply with any of the material terms of this Agreement, which shall not be cured within 30 days after the Executive’s receipt of written notice from the Board of Directors; (b) Either engagement in gross misconduct injurious to the Corporation or Employee may terminate Employeean affiliate of the Corporation, which shall not be cured within 30 days after the Executive’s employment at any time for any reason, or no reason, by giving receipt of written notice from the Board of Directors; (c) knowing and willful neglect or refusal to attend to the other party stating its material duties reasonably assigned to him by the Board of Directors, which shall not be cured within 30 days after the Executive’s receipt of written notice from the Board of Directors; (d) intentional misappropriation of property of the Corporation or his election an affiliate of the Corporation to terminate the employment Executive’s own use; (e) the commission by the Executive of Employee under this Employment Agreement an act of embezzlement; (f) Executive’s conviction for a felony or if criminal penalties are imposed on Executive relating to any individual income taxes due and an effective date owing by Executive; or (g) Executive’s engaging in any activity, which would constitute a material conflict of interest with the Corporation which shall not be cured within 30 days after the Executive’s receipt of written notice from the Board of Directors; If the Executive’s termination which is at least thirty based on any event(s) or circumstance(s) set forth in subsections (30a), (b), (c) or (g) above and such event cannot be cured within 30 days due to the nature of the breach, the cure period shall then be extended for a reasonable period of time; provided, however, the Executive undertakes and continues in good faith to cure the same. In the event the Executive’s termination is based on any event(s) or circumstance(s) set forth in subsections (a), (b), (c), (d), (e) or (g), the Executive shall have 10 days after the date of receipt written notice has been given to the Executive in which to address the Board regarding any such alleged act or failure to act. 2.5. If the Executive’s employment with the Corporation shall be terminated (a) by the Corporation, other party than for Cause or as a result of the Executive’s death or Incapacity or (b) by the Executive for Good Reason, then (i) the Corporation shall pay to the Executive as severance an amount equal to the product of (1) the lesser of (A) the remaining Term (in whole years and fractions rounded to the next highest one-twelfth) plus 1 or (B) 3, multiplied by (2) the sum of the Executive’s annual salary at the rate in effect as of the termination plus the Applicable Bonus, such noticepayment to be made within fifteen days of the Executive’s date of termination, and (ii) effective upon the date of termination, all stock options and restricted stock held by or for the Executive beneficially (in trust or otherwise) including, without limitation, all stock options and restricted stock granted under 2005 Stock Plan or any similar plan, as may be established at the Corporations’ discretion, shall vest, and in the case of stock options shall become immediately exercisable and shall remain exercisable by the Executive (or his estate in the event of his death) for one year following such termination. In addition, (i) for the five year period following the Executive’s date of termination, the Corporation shall provide the Executive (and, if applicable, his spouse and eligible dependents) health and welfare coverage as are generally available to other senior executives of the Corporation or its subsidiaries on the same basis and at the same cost as such benefits are provided to such other senior executives and (ii) after such five year period, the Executive (and, if applicable, his spouse and eligible dependents) shall have the option to elect to participate in health and welfare coverage as are generally available to other senior executives of the Corporation or its subsidiaries at the Executive’s full expense; provided, however, that the employment Executive shall only be entitled to such payments and benefits as long as he is in compliance with the provisions of Employee under Section 5 below, to the extent applicable. Health benefits otherwise receivable pursuant to this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation 2.5 shall be entitled, at its sole discretion, reduced to waive the obligation of Employee extent comparable benefits are actually available to continue the Executive during such period from a subsequent employer. (a) The Executive shall have the right to actively work during the 30 day notice period. In the event the Corporation elects resign without Good Reason at any time effective 30 days after delivery of written notice of such resignation to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (cb) Employee may terminate employment by delivering The Executive shall, subject to the cure periods in this Section 2.6(b), have the right within 30 days of the occurrence of a Good Reason event, to resign for Good Reason. Such resignation must be upon at least 30 days’ prior written notice of resignation no later than thirty (30) days prior termination to the intended date Corporation and be in accordance with Section 2.2. For purposes of termination of employment (this Agreement, “Resignation Date”); provided, however, that the Corporation may at Good Reason” shall mean any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program.following:

Term of Employment. (a) 2.1 The Corporation hereby employs Employeecommencement of this Contract and your appointment as Executive Vice President & Managing Director, North West Europe is effective from 1 May 2005. 2.2 Your continuous employment began on 1 May 2005, and Employee hereby accepts continued employment with the Corporationsubject to this Clause 2.2, for a period continuing from the first date above Clause 7 and Clause 2.3 of this Contract, will continue until terminated as provided in this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by either party giving written notice to the other party stating its or his election not less than twelve months’ notice in writing (the “Notice Period”) expiring on any date. Prior to the first anniversary of your employment, subject to Clause 2.3 and Clause 7 of this Contract, the Notice Period required to be given by the Company to you will be not less than 24 months notice in writing expiring on any date, reducing by one month for each complete month of employment that has elapsed on the date that notice is given. For the avoidance of doubt, on and after the first anniversary of your employment, the Notice Period shall be 12 months. Should you wish to terminate the contract you are required to give the Company notice of not less than 12 months, which the Company may at its discretion waive. 2.3 If there is a “change of control” (as hereinafter defined) prior to the first anniversary of your employment and this Contract is terminated by the Company within twelve months of Employee under the “change of control” taking effect (including a termination as a result of a constructive dismissal but excluding a termination in accordance with Clause 7 of this Employment Agreement and Contract) the Company shall, as liquidated damages, pay to you within one month of termination, an effective amount equal to your Back to Contents monthly gross salary at the rate current on the date of termination which for each month of your Notice Period as defined in Clause 2.2 above and credit you with one year’s additional pensionable service (together, the “Damages”). If there is a “change of control” (as hereinafter defined) on or after the first anniversary of your employment and this Contract is terminated by the Company within twelve months of the “change of control” taking effect (including a termination as a result of a constructive dismissal but excluding a termination in accordance with Clause 7 of this Contract) the Company shall, as liquidated damages, pay to you within one month of termination, an amount equal to your annual gross salary at least thirty (30) days after the rate current on the date of receipt termination for your Notice Period and credit you with one year’s additional pensionable service (together, the “Damages”). For this purpose this Contract is terminated when notice is given, or if no notice is given, the date the Contract ends. 2.4 Any payments made under Clause 2.3 above shall be made less any deductions which the Company may be required by law to make including, without limitation, in respect of tax and other statutory deductions and are conditional on you agreeing to be bound by the other party restrictive covenants at Clause 6.4, and shall be accepted by you in full and final settlement of such notice; providedall claims which you have or may have against the Company or any subsidiary or associated company arising out of the termination of this Contract and your employment, howeversave for any personal injury claim, any accrued rights that you have in the Company Pension Scheme or employment protection statutory claim. It is agreed, that in either case, the Damages are agreed to be a genuine pre-estimate of your loss and shall not be reduced by reason of the doctrines of mitigation and accelerated receipt. 2.5 Your work location will be wherever required in the United Kingdom, but based initially at the Company’s offices in Reading. You may be required to travel and work outside the United Kingdom from time to time but unless otherwise agreed with the Company you will not be required to live outside the United Kingdom. 2.6 The Company shall be under no obligation to provide you with work during any Notice Period either given by the Company or by you to terminate your employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c)Contract. Notwithstanding the above, the Corporation shall be entitled, The Company may elect at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue discretion to pay Employee his customary Base Salary you in lieu of all or some of the Notice Period. The Company may during any Notice Period suspend you from your employment or exclude you from any premises of the Company provided always that such suspension will be no longer than six months. During any such period of suspension the Company may make a payment in lieu of notice, less tax and other statutory deductions. 2.7 During any period of suspension you may not, without the Company’s consent: (i) contact or have any communication with any customer or client of the Company or any subsidiary or associated company in relation to the business of the Company or any subsidiary or associated company; or (ii) contact or have any communication with any employee, officer, director, agent or consultant of the Company or any subsidiary or associated company in relation to the business of the Company or any subsidiary or associated company. Back to Contents For the avoidance of doubt it is agreed that the provisions of Clause 3.3 shall apply during any period of suspension. 2.8 For the purposes of this Contract, a “change of control” shall occur if 2.8.1 the Company becomes a subsidiary of another company; 2.8.2 50% or more of the voting rights for the time being of the Company become vested in any individual or body or group of individuals or bodies acting in concert (as defined in Section (4the City Code on Take-Overs and Mergers)) and will reimburse Employee through ; 2.8.3 the balance right to appoint or remove the majority of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, Board becomes vested in any event, be deemed a termination by Corporation individual or body or group of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary individuals or bodies acting in concert (as defined in Section (4the City Code on Take-Overs and Mergers)) and will reimburse Employee through the balance ; 2.8.4 all or substantially all of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) business, assets and undertakings of the Corporation’s group life policy then in effect and for Company becomes owned by any person, firm or company (other than a subsidiary or associated company); 2.8.5 the premiums whole of the issued share capital of the Company or a substantial part of the undertaking of the Company (including its subsidiaries) is transferred to another company unless that transferee company is a subsidiary of the Company, or a company ultimately owned by substantially the same shareholders as are the ultimate owners of the Company: but “change of control” does not occur notwithstanding any of sub-clauses 2.8.1 to 2.8.5 above if any(and, only if) for such medical/dental insurance through a process of reconstruction the Company becomes a subsidiary of another company owned by substantially the same shareholders, as Employee may then receive should are the Employee elect continuation under shareholders of the federal COBRA programCompany.

Term of Employment. 2.1 The term of Executive's employment under this Agreement shall extend from March 1, 2004 through January 31, 2007 (the "Expiration Date"), at which time the obligation of the Corporation to pay further compensation, bonuses or provide fringe benefits to Executive shall cease; provided however that all other obligations of the parties hereunder (including the obligation of the Corporation to pay to Executive Base Compensation and bonuses earned by Executive through the date of such expiration) of either party to the other party at the time of such expiration shall not be affected by such expiration. Such term of employment may only be terminated prior to expiration of such term at any time upon the earlier occurrence of any of the following events: (a) The By mutual written consent of the Corporation hereby employs Employeeand Executive, upon such terms and Employee hereby accepts continued employment with conditions as the Corporation, for a period continuing from the first date above until terminated as provided parties may agree in this Section (1) or Section (5).writing; (b) Either Immediately upon Executive's death, in which case, the obligations of the Corporation to pay further compensation, any bonuses or Employee may terminate Employee’s employment at any time for any reason, or no reason, provide fringe benefits to Executive shall cease as of the date of Executive's death; provided however that all other obligations of the parties hereunder (including the obligation of the Corporation to pay to Executive Base Compensation earned by giving written notice Executive through the date of Executive's death) of either party to the other party stating its or his election to terminate at the employment time of Employee under this Employment Agreement and an effective date of termination which is at least thirty Executive's death shall not be affected by such termination; (30c) days after By the date of receipt by Corporation, upon the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination permanent total Disability (as hereinafter provided defined) of Executive, in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, which case the Corporation shall continue to pay Employee his customary pay, in the manner provided by the Corporation's then current payroll policies, Executive's Base Salary Compensation in effect as of the date of Executive's Disability for the period of three months beginning on the date of termination; (d) By the Corporation, immediately upon written notice to Executive, for Cause (as defined hereinafter defined), in Section which case, the obligations of the Corporation to pay further compensation, bonuses or provide fringe benefits to Executive shall cease as of the date of such notice; provided however that all other obligations of the parties hereunder (4)) and will reimburse Employee including the obligation of the Corporation to pay to Executive Base Compensation earned by Executive through the balance date of such notice) of either party to the other party at the time of such termination shall not be affected by such termination; and (e) By the Executive, immediately upon written notice to the Corporation, upon material breach of the 30 day notice period this Agreement by the Corporation (including by any attempt to terminate this Agreement, except by mutual agreement with Executive, upon the death or Disability of Executive, or for Cause), in which case, the obligations of the Corporation to pay further compensation, any bonuses or provide fringe benefits to Executive shall cease as of the date of such termination; provided however all other obligations of the parties hereunder of either party to the other party at the time of such termination shall not be affected by such termination; and provided further that, in such event, (i) the Corporation shall pay to Executive a sum equal to the greater of (A) the aggregate of Executive's Base Compensation in effect as of the date of such termination payable by the Corporation hereunder for the premiums period from the date of such termination through the Expiration Date and (if anyB) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) Executive's Base Compensation in effect as of the Corporation’s group life policy then in effect date of such termination, (ii) all options to purchase shares of the common stock of the Corporation held by Executive pursuant to a stock option or other incentive compensation plan of the Corporation ("Stock Options") shall be fully vested and exercisable for a period of two business days following the premiums date of such termination, and (if anyiii) for the Corporation furnish Executive with medical insurance on terms and conditions as similar as possible to those upon which Executive would be entitled by Section 4.2 hereof to obtain such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA programcoverage. 2.2 For purposes of this Agreement, the following terms have the meanings ascribed thereto below: (ca) Employee may terminate employment by delivering notice The term "Cause" as used in this Agreement shall mean (i) Executive's conviction of resignation no later a felony which results in the incarceration of Executive for a period of more than thirty (30) days prior or conviction of a crime involving moral turpitude which causes injury (monetary or otherwise) to the intended date Corporation's public image or reputation or involving fraud or deceit, (ii) the Executive's disclosure to third parties of termination trade secrets or other confidential and proprietary information related to the business of employment the Corporation and its subsidiaries in violation of this Agreement, or (“Resignation Date”); providediii) the Executive's failure to perform the Executive's duties to the Corporation (other than any such failure resulting from the Executive's incapacity due to Disability) after a written demand for Executive's performance of his duties is delivered to the Executive by the Executive's Supervisor, however, which demand specifically identifies the manner in which the Board of Directors believes that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignationExecutive has not performed his duties, and which performance is not substantially cured by the Executive within ten (10) days of receipt of such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programdemand.

Term of Employment. (a) 2.1 The Corporation hereby employs Employeecommencement of this Contract and your appointment as Executive Vice President & Managing Director, BG Advance is effective from [date to be agreed]. 2.2 Your continuous employment began on [date to be agreed], and Employee hereby accepts continued employment with the Corporationsubject to this Clause 2.2, for a period continuing from the first date above Clause 7 and Clause 2.3 of this Contract, will continue until terminated as provided in this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by either party giving written notice to the other not less than twelve months’ notice in writing (the “Notice Period”) expiring on any date. Prior to the first anniversary of your employment, subject to Clause 2.3 and Clause 7 of this Contract, the Notice Period required to be given by either party stating its or his election to terminate the other will be not less than 24 months notice in writing expiring on any date, reducing by one month for each complete month of employment that has elapsed on the date that notice is given. For the avoidance of Employee under doubt, on and after the first anniversary of your employment, the Notice Period shall be 12 months. 2.3 If there is a “change of control” (as hereinafter defined) prior to the first anniversary of your employment and this Employment Agreement and Contract is terminated by the Company within twelve months of the “change of control” taking effect (including a termination as a result of a constructive dismissal but excluding a termination in accordance with Clause 7 of this Contract) the Company shall, as liquidated damages, pay to you within one month of termination, an effective amount equal to your monthly gross salary at the rate current on the date of termination which for each month of your Notice Period as defined in Clause 2.2 above and credit you with one year’s additional pensionable service (together, the “Damages”). If there is a “change of control” (as hereinafter defined) on or after the first anniversary of your employment and this Contract is terminated by the Company within twelve months of the “change of control” taking effect (including a termination as a result of a constructive dismissal but excluding a termination in accordance with Clause 7 of this Contract) the Company shall, as liquidated damages, pay to you within one month of termination, an amount equal to your annual gross salary at least thirty (30) days after the rate current on the date of receipt termination for your Notice Period and credit you with one year’s additional pensionable service (together, the “Damages”). For this purpose this Contract is terminated when notice is given, or if no notice is given, the date the Contract ends. 2.4 Any payments made under Clause 2.3 above shall be made less any deductions which the Company may be required by law to make including, without limitation, in respect of tax and other statutory deductions and are conditional on you agreeing to be bound by the other party restrictive covenants at Clause 6.4, and shall be accepted by you in full and final settlement of such notice; providedall claims which you have or may have against the Company or any subsidiary or associated company arising out of the termination of this Contract and your employment, howeversave for any personal injury claim, any accrued rights that you have in the Company Pension Scheme or employment protection statutory claim. It is agreed, that in either case, the Damages are agreed to be a genuine pre-estimate of your loss and shall not be reduced by reason of the doctrines of mitigation and accelerated receipt. 2.5 Your work location will be wherever required in the United Kingdom, but based initially at the Company’s offices in Reading. You may be required to travel and work outside the United Kingdom from time to time but unless otherwise agreed with the Company you will not be required to live outside the United Kingdom. 2.6 The Company shall be under no obligation to provide you with work during any Notice Period either given by the Company or by you to terminate your employment of Employee under this Employment Agreement Contract. The Company may during any Notice Period suspend you from your employment or exclude you from any premises of the Company provided always that such suspension will be no longer than six months. During any such period of suspension the Company may make a payment in lieu of notice, less tax and other statutory deductions. 2.7 During any period of suspension you may not, without the Company’s consent: (i) contact or have any communication with any customer or client of the Company or any subsidiary or associated company in relation to the business of the Company or any subsidiary or associated company; or (ii) contact or have any communication with any employee, officer, director, agent or consultant of the Company or any subsidiary or associated company in relation to the business of the Company or any subsidiary or associated company. For the avoidance of doubt it is subject to prior termination as hereinafter provided agreed that the provisions of Clause 3.3 shall apply during any period of suspension. 2.8 For the purposes of this Contract, a “change of control” shall occur if 2.8.1 the Company becomes a subsidiary of another company; 2.8.2 50% or more of the voting rights for the time being of the Companybecome vested in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation any individual or body or group of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary individuals or bodies acting in concert (as defined in Section (4the City Code on Take-Overs and Mergers)) and will reimburse Employee through ; 2.8.3 the balance right to appoint or remove the majority of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, Board becomes vested in any event, be deemed a termination by Corporation individual or body or group of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary individuals or bodies acting in concert (as defined in Section (4the City Code on Take-Overs and Mergers)) and will reimburse Employee through the balance ; 2.8.4 all or substantially all of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) business, assets and undertakings of the Corporation’s group life policy then in effect and for Company becomes owned by any person, firm or company (other than a subsidiary or associated company); 2.8.5 the premiums whole of the issued share capital of the Company or a substantial part of the undertaking of the Company (including its subsidiaries) is transferred to another company unless that transferee company is a subsidiary of the Company, or a company ultimately owned by substantially the same shareholders as are the ultimate owners of the Company: but “change of control” does not occur notwithstanding any of sub-clauses 2.8.1 to 2.8.5 above if any(and, only if) for such medical/dental insurance through a process of reconstruction the Company becomes a subsidiary of another company owned by substantially the same shareholders, as Employee may then receive should are the Employee elect continuation under shareholders of the federal COBRA programCompany.

Term of Employment. Subject to the other provisions of Sections 2 and 8 below, the term of Employee’s employment as CFO of the Company pursuant to this Agreement shall be for the period commencing on the Effective Date and ending on July 2, 2021. The period of time between the Effective Date and the termination of Employee’s employment as CFO hereunder shall be referred to herein as the “Term.” In its reasonable discretion, the Company may employ another person as CFO prior to July 2, 2021. Even so, Employee’s salary, unused vacation, health insurance, life annuity, automobile, 401k contributions (with Company match), and other current perquisites shall continue through July 2, 2021 regardless of whether Employee is or is not replaced sooner as CFO, and Employee shall continue to be entitled to the Severance and other benefits described in the next paragraph. Upon termination of Employee’s employment as CFO, the Company will pay Employee full Severance determined as per Section 9 of this Agreement, and other amounts payable to Employee pursuant to this Agreement in connection with the termination of his Employment, as if the Company terminated Employee’s employment without Cause. Except as otherwise provided in the last sentence of Section 9(a) of this Agreement, the Company will be obligated to pay Employee’s COBRA health care premiums for a period of one year from the date of termination. Employee will also receive title to any Company automobiles provided for his use and possession, as well as any laptop in his possession. II. Sections 4 and 9 of the Agreement are augmented as follows: 2.1 Regardless of whether Employee’s employment by the Company is terminated at any time, and for any reason, prior to July 2, 2021: (a) The Corporation hereby employs Employee, and Company shall pay the Employee hereby accepts continued employment with the Corporation, for a period continuing from the first date above until terminated Severance as provided in Section 9 of the Agreement as augmented by this Addendum. The Parties acknowledge that as of January 1, 2021 and the date of this Addendum, Employee’s Base Salary is $500,000.00 per annum. Employee’s Severance shall be paid based on Employee’s Base Salary of $500,000.00 per annum. Except as otherwise provided in the last sentence of Section (19(a) or of the Agreement, the Company shall pay the Base Salary component of Employee’s Severance in 26 equal biweekly installments in accordance with the Company’s normal payroll schedule as provided in Section (5)9(b) of the Agreement. (b) Either The Company and its Board of Directors acknowledge that Employee has earned and is entitled to receive a 2020 Performance Bonus in the Corporation or Employee may terminate Employee’s employment at any time for any reasonamount of $250,000.00 payable no later than March 15, or no reason, by giving written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program2021. (c) The Company shall pay the $250,000.00 bonus payable to Employee may terminate as part of his Severance pursuant to Section 9(a) of the Agreement on July 2, 2021. (d) The Company shall pay all of Employee’s unused vacation to Employee on July 2, 2021. (e) Employee will also receive title to any Company automobiles provided for his use and possession (whether acquired before or after the execution and delivery of this Addendum). 2.2 Unless Employee’s employment by delivering notice the Company is (i) properly terminated by the Company for Cause in accordance with the terms and conditions of resignation the Agreement before July 2, 2021 as a result of any action or inaction of Employee after the execution and delivery of this Addendum that constitutes “Cause” as defined in the Agreement, or (ii) terminated by Employee before July 2, 2021 without “Good Reason” as defined in the Agreement (provided, that a termination of Employee’s employment as a result of Employee’s death or “Disability” as defined in the Agreement shall not affect the Company’s obligations under clauses 2.2(a) and 2.2(b) below): (a) As partial consideration for Employee continuing employment through July 2, 2021, the Company and its Board of Directors agree to pay Employee a 2021 Performance Bonus of $650,000.00 payable no later than thirty July 31, 2021. This bonus is in addition to the bonuses described in Section 2.1 above. (30b) days As further partial consideration for Employee continuing employment through July 2, 2021, the Company agrees to grant 125,000 stock options to Employee pursuant to the Company’s 2019 Equity Incentive Plan. The stock options shall be granted to Employee on or before March 10, 2021, shall become fully vested on July 2, 2021, and shall have an expiration date 3 years after the date of grant. Notwithstanding anything to the contrary in the Company’s 2019 Equity Incentive Plan or the relevant option agreement, Employee shall have the flexibility to exercise the stock options at any time prior to their stated expiration date and shall not be required to exercise the intended stock options within a shorter period as a result of the termination of Employee’s employment or otherwise. The Company agrees to allow Employee to effect cashless exercises of all of his options in accordance with the terms of the Company’s 2019 Equity Incentive Plan. III. Sections 4(c), 8(e) and 9(a)(iii) of the Agreement are augmented as follows: As of the date of signing this Addendum, Employee has been granted certain restricted shares and stock options, some of which are not yet vested. The Company and its Board of Directors agree that any and all unvested restricted shares and options previously granted to Employee shall continue to vest on their existing schedule until July 2, 2021 when all unvested restricted shares and options previously granted to Employee (regardless of whether such shares and options would otherwise have vested in the twelve months following Employee’s termination of employment (“Resignation Date”)date or over a longer period) shall become 100% vested. Employee shall have the flexibility to exercise the options and/or sell the restricted shares in accordance to the expiration date as stated in the original stock and option agreements; provided, howeverthat notwithstanding anything to the contrary in the original option agreements, that or in the Corporation Company’s 2019 Equity Incentive Plan or 2016-2017 Long-Term Incentive Plan (collectively, the “Plans”), Employee may exercise any options at any time before their original stated expiration date and for shall not be required to exercise any reason, or no reason, accelerate options within a shorter period as a result of the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employmentemployment or otherwise. Unless The Company agrees to allow Employee to effect cashless exercises of all of his options in accordance with the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance terms of the 30 day notice period for the premiums (if any) Employee pays for continuation applicable Plan. The Company hereby waives any right it may otherwise have to repurchase any of life insurance should Employee elect to exercise the conversion feature (if any) of the CorporationEmployee’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programrestricted shares.

Term of Employment. A. Subject to Section IV, Executive’s term of employment under this Agreement shall be four (a4) The Corporation hereby employs Employee, years beginning on the Effective Date and Employee hereby accepts continued employment with ending on the Corporation, for a period continuing from day prior to the first date above until terminated as provided in this Section fourth (14th) or Section anniversary of the Effective Date (5the “End Date”) (“Term of Employment”). (b) Either B. Company shall have the Corporation or Employee may terminate Employee’s employment at any time option to enter negotiations with Executive to renew this Agreement with Executive for any reasonan additional term. If Company wishes to exercise its option to enter negotiations with Executive to renew this Agreement, or no reason, by giving it shall give Executive written notice of its intent to enter such negotiations to renew no later than 120 days prior to the end of the Term of Employment. Executive and Company agree then to negotiate with each other party stating its or his election exclusively and in good faith until the end of the Term of Employment. The Term of Employment may not, however, be extended unless by mutual written agreement of Company and Executive as to terminate all of the employment material terms and conditions of Employee under the extension. In the event the parties do not enter into an agreement to extend the Term of Employment for an additional term, this Agreement shall expire and the Term of Employment Agreement and an effective date of termination which is at least thirty (30) days after shall end on the date of receipt by the other party of such noticeEnd Date; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary if Company does not make a Qualifying Renewal Offer (as defined in Section (4below)) and will reimburse Employee through the balance of the 30 day notice period , Executive shall be eligible for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated severance payment pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee IV(D)(2) herein in connection with his customary Base Salary Separation from Service (as defined in Section (4)herein) and will reimburse Employee through at the balance end of the 30 day notice period for Term of Employment (and assuming that he was willing and able at the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) end of the Corporation’s group life policy then Term of Employment to perform future services, whether for Company or any other party). If Company has made a Qualifying Renewal Offer, but Executive declines the offer and terminates employment at the end of the Term of Employment, Executive shall not be eligible for any Severance Payment (including any payment under the then-effective annual incentive compensation plan) from Company, but shall be eligible for a Noncompetition Payment (as defined by, and in accordance with, Section VI (G), below). For these purposes, a Qualifying Renewal Offer is an offer to renew the Term of Employment with a meaningful increase in Base Salary and a Target that is at least the same level as in effect at the end of the Term of Employment, and for with other material terms that are as favorable in the premiums (if any) for such medical/dental insurance aggregate as Employee may then receive should the Employee elect continuation under the federal COBRA programmaterial terms of this Agreement.

Term of Employment. (a) The Corporation Termination of Prior Agreement and Waiver of Rights and Benefits and Release of Obligations Thereunder. Pursuant to this Agreement, the Bank hereby employs Employee, the Executive and Employee the Executive hereby accepts continued employment with the CorporationBank, for upon the terms and conditions hereinafter set forth. The term of Executive’s employment under this Agreement shall be a period continuing of three (3) years from the first date above until hereof, subject to the termination provisions of paragraph 16. Upon the occurrence of the third annual anniversary of the date of this Agreement, and on each anniversary date thereafter unless terminated as provided in earlier, the term of Executive’s employment under this Section Agreement shall be deemed automatically extended for an additional one (1) or Section (5). (b) Either year period. Notwithstanding the Corporation or Employee may terminate Employeeforegoing, BCH, the Bank and the Executive acknowledge and agree that the Executive’s employment is “at will” and nothing contained in this Agreement is intended by the parties or shall be interpreted to amend, modify or otherwise change the “at will” nature of the employment relationship between BCH, the Bank and the Executive including, but not limited to, the right of any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the employment relationship at any time during (i) such three (3) year term of Employee Executive’s employment under this Employment Agreement and/or (ii) any additional one (1) year extended period of the term of Executive’s employment under this Agreement, in each case of (i) and (ii) above, in accordance with and subject to the termination provisions of paragraph 16 of this Agreement. In consideration of the Executive’s base salary and such other benefits provided pursuant to this Agreement, which the Executive and the Bank acknowledge and agree represents an increase in compensation benefits over the compensation benefits provided under the Prior Agreement and an is adequate consideration for the termination of the Prior Agreement, BCH, the Bank and the Executive agree that the Prior Agreement is hereby terminated effective date as of termination which is at least thirty (30) days after the date of receipt 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 (i) the Indemnification Agreement specified in paragraph 5 of this Agreement, (ii) the Supplemental Executive Retirement Plan specified in paragraph 13(d) of this Agreement, or (iii) any stock option or equity award agreement between BCH and the Executive as specified in paragraph 12 of this Agreement. In furtherance thereof and notwithstanding any other party provision of such notice; provided, however, that this Agreement or the employment of Employee under this Employment Prior Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the abovecontrary, the Corporation shall be entitledExecutive, at its sole discretionfor 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 the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at and relinquish any time to waive the obligation of Employee to actively work during the 30 day notice periodand all claims, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) rights and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation benefits under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to Prior Agreement and specifically releases the intended date of termination of employment (“Resignation Date”); providedBank and BCH, howeverand their respective directors, that officers, employees, agents, affiliates and successors, from any obligations, duties and liabilities under the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and Prior Agreement including the date Employee delivers such notice waiver of resignationany claims and 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 or her favor at the time of executing the release, and such acceleration shall not, in any event, be deemed a termination which if known by Corporation of Employee’s employment. Unless him or her must have materially affected his or her settlement with the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programdebtor.”

Term of Employment. (a) The Corporation hereby employs Employee, and Employee hereby accepts continued employment with the Corporation, You commit to remaining employed by E*TRADE for a period continuing from of twelve (12) months following the first date above until terminated as provided in Closing Date (the “Term”). However, you will be permitted to resign your employment with “Good Reason” without being deemed to have breached this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate Employee’s Agreement. A resignation for “Good Reason” will occur if you resign your employment at any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least within thirty (30) days after the date occurrence of receipt either of the following events: (i) a requirement by the other party of such noticeE*TRADE that you relocate to an office more than thirty-five (35) miles from your current office; providedor (ii) a substantial reduction in your base salary, howevertitle, that the employment of Employee under this Employment Agreement is subject to prior termination compensation, duties or benefits, as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice perioddescribed herein. In the event the Corporation elects any event, E*TRADE may terminate your employment at any time to waive the obligation for any reason during this period, with or without cause, by giving written notice of Employee to actively work such termination. If E*TRADE terminates your employment “Without Cause” or if you resign for Good Reason during the 30 day notice periodTerm, the Corporation shall then E*TRADE will continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee your base salary, less applicable deductions, through the balance earlier of: (i) six (6) months; or (ii) upon the date you commence employment elsewhere (the “Severance Period”). If you commence employment elsewhere during the Severance Period, E*TRADE will pay the difference between your base salary effective on the date your employment with E*TRADE terminates, and your new base salary. Such severance payment would be in lieu of any entitlement you may have to notice of termination, pay in lieu of notice of termination, or severance pay under any Company policy or practice. If you are eligible to receive a greater amount of severance from any other source or based on any written commitment, then you will have the option of selecting that severance payment or this one, but not both. All benefits and future stock and option vesting would terminate as of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); providedyour employment. You would, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any eventcourse, be deemed a paid your salary through your date of termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) value of all unused vacation earned through that date, and be allowed to continue your medical coverage to the extent provided for such medical/dental insurance by COBRA, but you would not be entitled to any additional payments or benefits except as Employee may then receive should set forth herein. You would be allowed to exercise your vested options during the Employee elect continuation under the federal COBRA programtime period set forth in and in accordance with your option agreement and Stock Option Assumption Agreement.

Term of Employment. (a) The Corporation hereby employs Employeeinitial term of this Agreement (“Term”) is two years, and Employee hereby accepts continued employment with commencing on the CorporationEffective Date. Unless earlier terminated pursuant to the provisions hereof, this Agreement shall be automatically renewed for a period continuing from successive two-year terms, unless any party gives written notice of non-renewal to the first date above until terminated as provided in this Section other not less than three (13) or Section (5)months prior to the end of the then current Term. (b) Either the Corporation or Employee If Employer provides Executive notice of non-renewal, Executive may terminate Employee’s employment at any time for any reasonelect to treat such notice as an involuntary termination by Employer without Cause and, or no reason, by giving written provided Executive gives Employer notice of his decision to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of treat non-renewal as such a termination which is at least thirty (30) within 75 days after the date of receipt by of Employer’s non-renewal notice, Executive’s termination of employment will occur at the other party end of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) then current Term and will reimburse Employee through be treated as an involuntary termination by Employer without Cause. If Executive provides Employer notice of non-renewal, Employer may elect to treat such notice as a resignation by Executive without Good Reason and, provided Employer gives Executive notice of its decision to treat non-renewal as such a resignation within 75 days of receipt of Executive’s non-renewal notice, Executive’s termination of employment will occur at the balance end of the 30 day notice period for the premiums (if anythen current Term and will be treated as a resignation without Good Reason. If this Section 3(b) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then applies following non-renewal, Sections 11, 12, 13, 14, 15, 17 and 18 shall survive termination and continue in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA programforce. (c) Employee If this Agreement is not renewed or the parties do not enter into a new employment agreement at the end of the Term, and Section 3(b) does not apply, then at the end of the then current Term, to the extent Executive remains employed by either Company or Bank, (i) Executive shall be deemed an at-will employee, (ii) Executive shall cease to have any right to continued employment under this Agreement, and (iii) upon termination of his employment, Executive shall only be entitled to receive the salary and bonuses earned and reimbursable expenses incurred through the date of such termination, together with such other benefits such as may terminate employment by delivering accrue or have accrued to Executive, including without limitation (A) severance benefits as may be payable under Company’s standard policies and procedures applicable to employees generally, and (B) Performance Stock awards and/or Stock Options issued to Executive, consistent with the terms of any such issuance. Notwithstanding the foregoing; if written notice of resignation no later than thirty non-renewal is (30i) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may delivered by Employer at any time within one year prior to a Change in Control and for any reasonin anticipation of a Change in Control, or no reason(ii) delivered by Employer after a Change in Control, accelerate the Resignation Date paragraphs (b) and (c) of Section 11 of this Agreement shall survive this Agreement, such that Executive’s rights and Employer’s obligations thereunder shall continue with respect to any date prior thereto up to and including the date Employee delivers subsequent termination of Executive’s employment with Employer or such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (successor as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programdescribed therein.

Term of Employment. (a) The Corporation hereby employs Employee, and Employee hereby accepts continued employment with the Corporation, for a period continuing from the first date above until terminated as provided in this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate 2.1 Employee’s term of employment at any time under this Agreement shall commence on the Effective Date and shall continue thereafter for any reasonan initial period ending on the third (3rd) anniversary of the Effective Date. On the third anniversary of the Effective Date and on each successive anniversary of the Effective Date thereafter, or no reason, this Agreement shall be automatically renewed for successive one-year periods subject to termination by giving either party upon providing written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of such termination which is at least thirty sixty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (3060) days prior to the intended date end of termination any such period (such period of employment (employment, the “Resignation DateEmployment Period”); provided, however, that that, (i) the Corporation Employment Period may be terminated by Employee at any time and for prior to such date (or any reasonapplicable renewal date) by written notice to the Board, or no reason, accelerate the Resignation Date such termination to any date prior thereto up to and including be effective on the date specified in such notice, (ii) the Employment Period shall terminate prior to such date (or any applicable renewal date) upon Employee’s death or Disability (as defined in the following sentence), (iii) the Employment Period may be terminated by Employee delivers at any time prior to such notice of resignationdate (or any applicable renewal date) for Good Reason (as hereinafter defined), and (iv) the Employment Period may be terminated by the Company at any time prior to such acceleration shall notdate (or any applicable renewal date) for Cause (as hereinafter defined) or without Cause by delivering written notice to Employee. For purposes of this Agreement, the term “Disability” means any disability or incapacity which renders Employee unable to substantially perform his duties hereunder for forty five (45) consecutive days or for an aggregate of ninety (90) days in any event, be deemed period of 365 consecutive days as reasonably determined by the Board in its good faith judgment and after consultation with a physician to confirm such conclusion. 2.2 If the Employment Period is terminated by the Company without Cause (excluding any termination by Corporation reason of Employee’s employment. Unless the employment is terminated pursuant death or Disability) or by Employee for Good Reason, Employee shall be entitled to Section receive (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary i) Base Salary (as defined in Section (4)below) and will reimburse Employee earned through the balance date of termination, (ii) payment for any accrued, unused vacation days in accordance with the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the CorporationCompany’s group life policy policies then in effect and reimbursement for expenses that remain unreimbursed as of the date of such termination (subject to the Company’s expense reimbursement policies as then in effect), (iii) Base Salary as in effect on the date of termination for the premiums period beginning on the date of such termination and ending on the twenty-four (24) month anniversary of such termination; (iv) premium payments for continued group healthcare coverage (medical, dental and vision) for Employee and Employee’s spouse and dependents, if any, for a period of eighteen (18) months following Employee’s termination of employment (or a lump sum payment equal to the COBRA premium payments to continue Employee’s existing group health coverage for Employee and any spouse and dependents for a period of eighteen (18) months based on the COBRA premium rate in effect on the date of Employee’s termination if the Company cannot provide Employee with continued group healthcare coverage, including by reason of the application of nondiscrimination requirements under applicable law), (v) a prorated annual Bonus (as defined below) for the fiscal year during which the date of termination occurs based on the number of days Employee was employed during such medical/dental insurance fiscal year and the Company’s actual performance for the fiscal year (which pro-rated Bonus shall be paid at the same time as bonuses are paid to the Company’s executives for such fiscal year); (vi) all equity awards granted to Employee may by the Company or any of its affiliates on or prior to the effective date of the Company’s Initial Public Offering shall become fully vested and exercisable, as applicable, as of the date of termination; and (vii) all equity awards granted by the Company to Employee following the date of the Company’s Initial Public Offering shall be subject to the terms set forth therein (for purposes of this Agreement, the payments and benefits described in clauses (iii) through (vii) of this Section 2.2 are hereinafter referred to as the “Severance Benefits”). Notwithstanding anything to the contrary contained herein, Employee shall not be entitled to receive any of the Severance Benefits unless Employee provides the Company with a fully enforceable separation and release agreement in the form attached hereto as Exhibit A and such release becomes irrevocable within thirty (30) days of Employee’s date of termination (the “Release”). Payments under clauses (i)-(ii) above shall be payable to Employee as soon as practicable following Employee’s date of termination in a lump sum irrespective of the receipt by the Company of a Release. The payments under clause (iii) shall be paid to Employee in substantially equal installments consistent with the Company’s payroll practices during the twenty-four (24) month period beginning with the Company’s first payroll period following the 30th day after Employee’s date of termination, provided, the Company receives the fully enforceable Release and such Release becomes irrevocable on or prior to the 30th day after Employee’s date of termination. All of the above payments shall be subject to withholding and other similar taxes. 2.3 If the Employment Period is terminated by reason of Employee’s death or Disability, Employee shall be entitled to receive the compensation and benefits described in Section 2.2, clauses (i)-(ii), (iv), (vi) and (vii), without the requirement to execute a Release. 2.4 If the Employment Period is terminated for any reason other than (i) by the Company without Cause, (ii) by reason of Employee’s death or Disability or (iii) by Employee for Good Reason, Employee shall be entitled to receive the compensation and benefits described in Section 2.2, clauses (i)-(ii). 2.5 Each installment of Base Salary under Section 2.2 is designated as a separate payment for purposes of the short term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). As a result, the following installments are intended to be exempt from Section 409A of the Internal Revenue Code: (1) installments that are made on or before the 15th day of the third month of the calendar year following the calendar year of termination, and (2) subsequent installments made on or before the last day of the second calendar year following the year of Employee’s termination that do not exceed the lesser of two times Employee’s annual rate of pay in the year prior to Employee’s termination or two times the limit under Section 401(a)(17) of the Internal Revenue Code then receive should in effect. 2.6 For purposes of this Agreement, “Cause” means (i) conduct by Employee in violation of Company’s material written policies and which result in demonstrative economic or reputational harm to the Company, (ii) gross negligence or willful misconduct by Employee elect continuation under in the federal COBRA programperformance of his duties, (ii) the commission by Employee of any act of fraud, theft or financial dishonesty with respect to the Company or any of its subsidiaries, the determination of which is to be made upon objective criteria, (iv) Employee’s indictment, conviction of, or pleading no contest or nolo contendere to, any felony, or (v) the breach by Employee of any material provision of this Agreement. With respect to clause (iii) above, Employee shall have ten (10) days following written notice by the Board of such breach to cure such breach prior to such breach being deemed “Cause” hereunder; provided, however, that in no event shall “Cause” exist unless (x) the Board provides written notice to Employee of the condition or event that the Company believes to constitute “Cause” and (y) Employee is given ten (10) days to cure any such condition or event; provided, further, that if Employee cures such event or condition giving rise to Cause within such ten (10) day period, then the Company shall not be permitted to terminate Employee for Cause.

Term of Employment. (a) The Effective as of the Effective Time (as defined in the Merger Agreement), the Corporation hereby employs shall employ the Employee, and the Employee hereby accepts continued employment with the CorporationCorporation effective as of such time, for a period commencing as of the Effective Time, and continuing from the first date above thereafter until terminated as provided in this Section (1) or Section (5). (b) Either the The Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the notifying Employee of such termination. The employment of the Employee under this Employment Agreement and an effective date of termination which is at least shall terminate thirty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of the Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the its obligation of Employee to continue to actively work active employment of the Employee during the 30 day notice period. In the event the Corporation elects at any time to waive its obligation to continue active employment of the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay the Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee he pays for continuation of life insurance should Employee he elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (( if anyany ) for the continuation under the federal COBRA program of such medical/dental insurance as Employee may then receive should Employee elect continuation under receive] through the federal COBRA programbalance of the 30 day notice period. In addition the Corporation will respect the terms in Section (6) relative to payment at termination. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and which such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee he pays for continuation of life insurance should Employee he elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (( if anyany ) for the continuation under the federal COBRA program of such medical/dental insurance as Employee may then receive should receive, through the Employee elect continuation under balance of the federal COBRA program30 day notice period. In addition, the Corporation will respect the terms in Section (6) relative to payment at termination.

Term of Employment. (a) The Corporation Termination of Prior Agreement and Waiver of Rights and Benefits and Release of Obligations Thereunder. Pursuant to this Agreement, the Bank hereby employs Employee, the Executive and Employee the Executive hereby accepts continued employment with the CorporationBank, for upon the terms and conditions hereinafter set forth. The term of Executive’s employment under this Agreement shall be a period continuing of three (3) years from the first date above until hereof, subject to the termination provisions of paragraph 16. Upon the occurrence of the third annual anniversary of the date of this Agreement, and on each anniversary date thereafter unless terminated as provided in earlier, the term of Executive’s employment under this Section Agreement shall be deemed automatically extended for an additional one (1) or Section (5). (b) Either year period. Notwithstanding the Corporation or Employee may terminate Employeeforegoing, BCH, the Bank and the Executive acknowledge and agree that the Executive’s employment is “at will” and nothing contained in this Agreement is intended by the parties or shall be interpreted to amend, modify or otherwise change the “at will” nature of the employment relationship between BCH, the Bank and the Executive including, but not limited to, the right of any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the employment relationship at any time during (i) such three (3) year term of Employee Executive’s employment under this Employment Agreement and/or (ii) any additional one (1) year extended period of the term of Executive’s employment under this Agreement, in each case of (i) and (ii) above, in accordance with and subject to the termination provisions of paragraph 16 of this Agreement. In consideration of the Executive’s base salary and such other benefits provided pursuant to this Agreement, which the Executive and the Bank acknowledge and agree represents an increase in compensation benefits over the compensation benefits provided under the Prior Agreement and an is adequate consideration for the termination of the Prior Agreement, BCH, the Bank and the Executive agree that the Prior Agreement is hereby terminated effective date as of termination which is at least thirty (30) days after the date of receipt 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 (i) the Indemnification Agreement specified in paragraph 5 of this Agreement or (ii) any stock option or equity award agreement between BCH and the Executive as specified in paragraph 12 of this Agreement. In furtherance thereof and notwithstanding any other party provision of such notice; provided, however, that this Agreement or the employment of Employee under this Employment Prior Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the abovecontrary, the Corporation shall be entitledExecutive, at its sole discretionfor herself, and her 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 the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at and relinquish any time to waive the obligation of Employee to actively work during the 30 day notice periodand all claims, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) rights and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation benefits under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to Prior Agreement and specifically releases the intended date of termination of employment (“Resignation Date”); providedBank and BCH, howeverand their respective directors, that officers, employees, agents, affiliates and successors, from any obligations, duties and liabilities under the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and Prior Agreement including the date Employee delivers such notice waiver of resignationany claims and 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 or her favor at the time of executing the release, and such acceleration shall not, in any event, be deemed a termination which if known by Corporation of Employee’s employment. Unless him or her must have materially affected his or her settlement with the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programdebtor.”

Term of Employment. The term of employment (a"Initial Term of Employment") covered by this Agreement shall commence as of the effective date of this Agreement and continue until January 31 2004, subject to the provisions of paragraph 3 below. This Agreement may be renewed for additional one-year periods by the mutual written agreement of the parties ("Renewal Term"). The Corporation Initial Term of Employment and any Renewal Terms shall be hereinafter referred to as the "Term of Employment". If this Agreement is not renewed by the parties upon the expiration of the Initial Term of Employment or upon the expiration of any Renewal Term, eLoyalty shall, within 30 days from the expiration of the Initial Term of Employment or the expiration of the Renewal Term, as the case may be, pay to Employee a lump sum amount equivalent to six (6) months of Employee's normal salary (but not bonus) as Employee's severance payment, subject to ordinary tax and other withholdings in accordance with eLoyalty's normal payroll practices. In addition to the foregoing, if Employee fails to find reasonably comparable employment in the U.S., Australia or elsewhere by the end of the sixth (6th) month after the expiration of the Initial Term of Employment or the Renewal Term, as the case may be, eLoyalty hereby employs Employeeagrees to pay a further severance payment equivalent of six months of employee's normal salary (but not bonus and subject to ordinary tax and other withholdings), and payable in monthly installments, unless Employee hereby accepts continued begins comparable employment with another employer during such time, in which case eLoyalty's obligations shall cease immediately. For the Corporationpurposes of this Agreement, for a period continuing from the first date above until terminated term "comparable employment" shall mean any employment where Employee may earn annual cash compensation that is comparable with the annual cash compensation earned by Employee during the one year immediately prior to the termination of Employee's employment. If the parties fail to renew the Agreement upon expiration of the Initial Term of Employment, Employee agrees to use Employee's best efforts to secure comparable employment as provided soon as reasonably possible after such expiration and to notify eLoyalty in this Section writing of such employment not later than one (1) or Section (5). (b) Either business day after securing the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the employment same. As a condition of Employee receiving severance under this Employment Agreement Paragraph, Employee will be required to execute a general release and an effective date waiver, including but not limited to, a release of termination which is at least thirty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) any and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time all claims and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a all other damages resulting from Employee's termination by Corporation of Employee’s from employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program.

Term of Employment. (a) The Corporation hereby employs Employee, and Employee hereby accepts continued term of Executive's employment with the Corporation, for a period continuing from the first date above until terminated as provided in this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate Employee’s employment at any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days after will commence on the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement and will continue until the third (3rd) anniversary of the date of this Employment Agreement (the "Initial Employment Period"). THE INITIAL EMPLOYMENT PERIOD AND ANY RENEWAL EMPLOYMENT PERIOD (AS DEFINED HEREIN) SHALL AUTOMATICALLY BE RENEWED AND EXTENDED ON THE SAME TERMS AND CONDITIONS CONTAINED HEREIN FOR CONSECUTIVE ONE-YEAR PERIODS (EACH, A "RENEWAL EMPLOYMENT PERIOD"), UNLESS NOT LATER THAN SIXTY (60) DAYS PRIOR TO THE END OF THE INITIAL EMPLOYMENT PERIOD OR ANY RENEWAL EMPLOYMENT PERIOD, AS THE CASE MAY BE, EITHER PARTY SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTY OF ITS ELECTION TO TERMINATE THIS EMPLOYMENT AGREEMENT. The Initial Employment Period and the Renewal Employment Periods are hereinafter referred to as the "Employment Period." For purposes of this Employment Agreement, any notice of election to terminate this Employment Agreement pursuant to this Section 2 shall be deemed: (i) a termination without Due Cause pursuant to Section 9(d) if such notice is delivered by the Company; or (ii) a voluntary resignation without Good Reason pursuant to Section 9(e) if such notice is delivered by Executive. Notwithstanding anything to the contrary contained herein, the Employment Period is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA program9 below.

Term of Employment. (a) The Corporation hereby employs Employee, and Employee hereby accepts continued employment with the Corporation, for a period continuing from the first date above until terminated as provided in this Section (1) or Section (5). (b) Either the Corporation or Employee may terminate 2.1 Employee’s term of employment at any time under this Agreement shall commence on the Effective Date and shall continue thereafter for any reasonan initial period ending on the third (3rd) anniversary of the Effective Date. On the third anniversary of the Effective Date and on each successive anniversary of the Effective Date thereafter, or no reason, this Agreement shall be automatically renewed for successive one-year periods subject to termination by giving either party upon providing written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of such termination which is at least thirty sixty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (3060) days prior to the intended date end of termination any such period (such period of employment (employment, the “Resignation DateEmployment Period”); provided, however, that that, (i) the Corporation Employment Period may be terminated by Employee at any time and for prior to such date (or any reasonapplicable renewal date) by written notice to the Board, or no reason, accelerate the Resignation Date such termination to any date prior thereto up to and including be effective on the date specified in such notice, (ii) the Employment Period shall terminate prior to such date (or any applicable renewal date) upon Employee’s death or Disability (as defined in the following sentence), (iii) the Employment Period may be terminated by Employee delivers at any time prior to such notice of resignationdate (or any applicable renewal date) for Good Reason (as hereinafter defined), and (iv) the Employment Period may be terminated by the Company at any time prior to such acceleration shall notdate (or any applicable renewal date) for Cause (as hereinafter defined) or without Cause by delivering written notice to Employee. for purposes of this Agreement, the term “Disability,” means any disability or incapacity which renders Employee unable to substantially perform his duties hereunder for forty five (45) consecutive days or for an aggregate of ninety (90) days in any event, be deemed period of 365 consecutive days as reasonably determined by the Board in its good faith judgment and after consultation with a physician to confirm such conclusion. 2.2 If the Employment Period is terminated by the Company without Cause (excluding any termination by Corporation reason of Employee’s employment. Unless the employment is terminated pursuant death or Disability) or by Employee for Good Reason, Employee shall be entitled to Section receive (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary i) Base Salary (as defined in Section (4)below) and will reimburse Employee earned through the balance date of termination, (ii) payment for any accrued, unused vacation days in accordance with the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the CorporationCompany’s group life policy policies then in effect and reimbursement for expenses that remain unreimbursed as of the date of such termination (subject to the Company’s expense reimbursement policies as then in effect), (iii) Base Salary as in effect on the date of termination for the premiums period beginning on the date of such termination and ending on the twenty-four (if any24) month anniversary of such termination; (iv) premium payments for continued group healthcare coverage (medical, dental and vision) for Employee and Employee’s spouse and dependents for a period of eighteen (18) months following Employee’s termination of employment (or a lump sum payment equal to the COBRA premium payments to continue Employee’s existing group health coverage for Employee and any spouse and dependents for a period of eighteen (18) months based on the COBRA premium rate in effect on the date of Employee’s termination if the Company cannot provide Employee with continued group healthcare coverage, including by reason of the application of non-discrimination requirements under applicable law), (v) a prorated annual Bonus (as defined below) for the fiscal year during which the date of termination occurs based on the number of days Employee was employed during such medical/dental insurance fiscal year and the Company’s actual performance for the fiscal year (which pro-rated Bonus shall be paid at the same time as bonuses are paid to the Company’s executives for such fiscal year); (vi) all equity awards granted to Employee may by the Company or any of its affiliates on or prior to the effective date of the Company’s Initial Public Offering shall become fully vested and exercisable, as applicable, as of the date of termination; and (vii) all equity awards granted by the Company to Employee following the date of the Company’s Initial Public Offering shall be subject to the terms set forth therein (for purposes of this Agreement, the payments and benefits described in clauses (iii) through (vii) of this Section 2.2 are hereinafter referred to as the “Severance Benefits”). Notwithstanding anything to the contrary contained herein, Employee shall not be entitled to receive any of the Severance Benefits unless Employee provides the Company with a fully enforceable separation and release agreement in the form attached hereto as Exhibit A and such release becomes irrevocable within thirty (30) days of Employee’s date of termination (the “Release”). Payments under clauses (i)-(ii) above shall be payable to Employee as soon as practicable following Employee’s date of termination in a lump sum irrespective of the receipt by the Company of a Release. The payments under clause (iii) shall be paid to Employee in substantially equal installments consistent with the Company’s payroll practices during the twenty-four (24) month period beginning with the Company’s first payroll period following the 30th day after Employee’s date of termination, provided, the Company receives the fully enforceable Release and such Release becomes irrevocable on or prior to the 30th day after Employee’s date of termination. All of the above payments shall be subject to withholding and other similar taxes. 2.3 If the Employment Period is terminated by reason of Employee’s death or Disability, Employee shall be entitled to receive the compensation and benefits described in Section 2.2, clauses (i)-(ii), (iv), (vi) and (vii), without the requirement to execute a Release. 2.4 If the Employment Period is terminated for any reason other than (i) by the Company without Cause, (ii) by reason of Employee’s death or Disability or (iii) by Employee for Good Reason, Employee shall be entitled to receive the compensation and benefits described in Section 2.2 clauses (i)-(ii). 2.5 Each installment of Base Salary under Section 2.2 is designated as a separate payment for purposes of the short term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). As a result, the following installments are intended to be exempt from Section 409A of the Internal Revenue Code: (1) installments that are made on or before the 15th day of the third month of the calendar year following the calendar year of termination, and (2) subsequent installments made on or before the last day of the second calendar year following the year of Employee’s termination that do not exceed the lesser of two times Employee’s annual rate of pay in the year prior to Employee’s termination or two times the limit under Section 401(a)(17) of the Internal Revenue Code then receive should in effect. 2.6 For purposes of this Agreement, “Cause” means (i) conduct by Employee in violation of Company’s material written policies and which result in demonstrative economic or reputational harm to the Company, (ii) gross negligence or willful misconduct by Employee elect continuation under in the federal COBRA programperformance of his duties, (iii) the commission by Employee of any act of fraud, theft or financial dishonesty with respect to the Company or any of its subsidiaries, the determination of which is to be made upon objective criteria, (iv) Employee’s indictment, conviction of, or pleading no contest or nolo contendere to, any felony, or (v) the breach by Employee of any material provision of this Agreement. With respect to clause (iv) above, Employee shall have ten (10) days following written notice by the Board of such breach to cure such breach prior to such breach being deemed “Cause” hereunder; provided, however, that in no event shall “Cause” exist unless (x) the Board provides written notice to Employee of the condition or event that the Company believes to constitute “Cause” and (y) Employee is given ten (10) days to cure any such condition or event; provided, further, that if Employee cures such event or condition giving rise to Cause within such ten (10) day period, then the Company shall not be permitted to terminate Employee for Cause.

Term of Employment. The "Term of Employment" shall commence upon execution of this Agreement and continue until the earlier of (i) the date on which the Executive attains Retirement Age (as hereinafter defined), or (ii) the thirtieth (30) day after the Executive notifies the Board of his decision not to continue his employment with the Company. Notwithstanding the foregoing, the Term of Employment may be terminated at any time by the Company as follows: (a) The Corporation hereby employs EmployeeIf the Executive becomes disabled, and Employee hereby accepts continued employment with within the Corporationmeaning of Section 10(b), this Agreement shall terminate on the date the Executive becomes disabled. In addition, if the Executive fails to perform his duties under this Agreement on account of illness or other incapacity which continues for a period continuing from of six consecutive calendar months, the first Company may give notice to the Executive to terminate this Agreement on a date above until terminated as not less than 30 days thereafter (the "Notice Period"); and if the Executive has not resumed full performance of his duties under this Agreement within such Notice Period, then the Executive's employment under this Agreement will terminate 30 days after the date provided in the notice ("Termination Date"). Except as agreed to the contrary in writing in connection with the grant of any such rights, the Executive's right to exercise warrants granted by this Section (1) Agreement, or Section (5)any subsequent award of warrants, options or the like shall not be affected by termination of employment pursuant to this paragraph, and such warrants and options shall in such event continue to be exercisable at the sole discretion of the Executive. (b) Either If the Corporation Executive dies, the Term of Employment shall be deemed to terminate as of the date of death, but the estate of the Executive shall, in such event, be entitled to receive the Executive's base and increased salary for a ninety-day (90) period after the date of death. In such event, the estate of the Executive shall be obligated to refund to the Company, the portion of the base compensation previously paid to Executive which relates to the period after expiration of the aforesaid ninety-day period. Executive's rights to exercise warrants and options shall not terminate upon death of the Executive, but such warrants and options shall remain exercisable by the Executive's estate until the earlier of (i) the expiration date of any such rights pursuant to the terms of such rights, or Employee (ii) five (5) years after the date of death of Executive. (c) The Company may terminate Employee’s the Executive's employment for just cause at any time for any reason, or no reason, by giving written notice to the other party stating its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least Executive. Within thirty (30) days after the date of receipt by the other party of such notice; provided, however, that the employment of Employee under this Employment Agreement is subject to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the aboveTermination Date, the Corporation Company shall be entitled, at its sole discretion, pay to waive the obligation of Employee Executive any unpaid base or increased salary which relates to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should Employee elect continuation under the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Termination Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and Executive shall repay to the Company any portion of base salary previously paid by the Company which relates to the period after the Termination Date. In such acceleration event, Executive shall notnonetheless have the right to exercise any warrants and options available to him until the expiration dates established when such warrants or options were issued. For the purposes of this paragraph, "just cause" shall mean willful and deliberate misconduct by the Executive or a breach by the Executive of the provisions of this Agreement which, in any eventeither case, be deemed is detrimental in a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior significant way to the Resignation Date, continue to pay Employee his customary Base Salary (as defined in Section (4)) and will reimburse Employee through the balance interests of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) of the Corporation’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programCompany.

Term of Employment. (a) The Corporation hereby employs Employee, 2.1 Subject to the terms and Employee hereby accepts continued employment with the Corporation, for a period continuing from the first date above until terminated as provided provisions set forth below in this Section (1) or Section (5). (b) Either 2, the Corporation or Employee may terminate term of Employee’s employment will begin on January 10, 2005. Employee’s employment hereunder shall be at will. Employee’s employment can be terminated by Employee or by the Company with or without advance notice, at any time time, and for any reasonreason not prohibited by law. 2.2 Employee agrees to abide by the policies, procedures, and guidelines contained in the Company employee handbook, to be presented to Employee at his/her start date. The content of this handbook shall be reviewed and updated by the Company management on a regular basis and is subject to change without notice. 2.3 In the event Employee voluntarily terminates employment or no reasonis terminated by the Company or its successor in interest other than for Cause within 18 months following a Change of Control of the Company (as defined below), the Company or its successor-in-interest shall: (i) accelerate the vesting of all stock options granted to Employee by giving written notice to the other party stating Company or its or his election to terminate the employment of Employee under this Employment Agreement and an effective date of termination which is at least thirty (30) days successor in interest, including those granted after the date of receipt this Agreement; (ii) extend the period of exercisability of all stock options granted to Employee by the other party Company or its successor in interest, including those granted after the date of such noticethis Agreement; provided, however, that the employment of (iii) pay to Employee under this Employment Agreement is subject a lump sum severance package equal to prior termination as hereinafter provided in Section (5)(b) and (c). Notwithstanding the above, the Corporation shall be entitled, at its sole discretion, to waive the obligation of Employee to continue to actively work during the 30 day notice period. In the event the Corporation elects at any time to waive the obligation of Employee to actively work during the 30 day notice period, the Corporation shall continue to pay Employee his customary Employee’s current annual Base Salary (as defined in Section 3.1 below); and (4)iv) and will reimburse Employee through for the balance cost of premiums for continued coverage under the Company’s group health plan if Employee elects COBRA continuation, provided that such reimbursement shall not exceed the cost of premiums paid by the Company on the Employee’s behalf immediately prior to Employee’s termination. For the purposes of this Agreement the following terms shall be defined as follows: “Cause” means (a) Employee’s act or acts amounting to gross negligence or moral turpitude which are detrimental to the Company; (b) Employee’s fraud or embezzlement of funds or property; (c) Employee’s conviction of or pleading guilty to a felony not involving traffic or administrative sanctions; (d) Employee’s failure to observe or perform any material covenant, condition, or provision of this Agreement or of the 30 day Company’s written policies, and when such failure is capable of remedy, such failure is not remedied within five business days after notice period of such failure is given to Employee by the Company; or (e) Employee’s performance of services for any other person or entity without the premiums prior written consent of the Company; and “Change of Control” means the occurrence of any of the following events: (if anyx) Employee pays for continuation the approval by the stockholders of life insurance should Employee elect the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to exercise represent (either by remaining outstanding or by being converted into voting securities of the conversion feature surviving entity) more than fifty percent (if any50%) of the Corporation’s group life policy then in effect and total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (y) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the premiums sale or disposition by the Company of all or substantially all of the Company’s assets; or (if anyz) for any “person” (as such medical/dental insurance term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as Employee may then receive should Employee elect continuation under amended) becoming the federal COBRA program. (c) Employee may terminate employment by delivering notice of resignation no later than thirty (30) days prior to the intended date of termination of employment (“Resignation Date”); provided, however, that the Corporation may at any time and for any reason, or no reason, accelerate the Resignation Date to any date prior thereto up to and including the date Employee delivers such notice of resignation, and such acceleration shall not, in any event, be deemed a termination by Corporation of Employee’s employment. Unless the employment is terminated pursuant to Section (5), the Corporation shall, if it terminates the employment prior to the Resignation Date, continue to pay Employee his customary Base Salary beneficial owner” (as defined in Section (4Rule 13d-3 under said Act)) and will reimburse Employee through the balance , directly or indirectly, of securities of the 30 day notice period for the premiums (if any) Employee pays for continuation of life insurance should Employee elect to exercise the conversion feature (if any) Company representing 50% or more of the Corporationtotal voting power represented by the Company’s group life policy then in effect and for the premiums (if any) for such medical/dental insurance as Employee may then receive should the Employee elect continuation under the federal COBRA programoutstanding voting securities.