Common use of Termination and Severance Clause in Contracts

Termination and Severance. If (a) XRS or its successor terminates Employee's employment for any reason other than for Cause, whether or not a Change of Control has occurred, or (b) Employee terminates employment for Good Reason within six-months following a Change of Control, XRS or its successor entity shall: (i) pay Employee as severance either (I) Employee’s monthly base salary in effect at the time of separation if severance is triggered under Section 2(a) above or (II) Employee’s monthly base salary in effect immediately prior to the Change of Control if severance is triggered under Section 2(b) above; less customary withholdings, for twelve (12) consecutive months beginning within fifteen (15) days after the General Release (referred to below) has become irrevocable, but only if: (A) Employee has delivered to XRS or its successor a signed General Release in the form attached as Exhibit A, (B) the rescission period in Section 5 of the General Release has expired and (c) Employee has not rescinded that General Release during that rescission period; (ii) reimbursement for outplacement services for a period of six (6) months not to exceed $10,000.00, and (iii) if Employee timely elects to continue Employee’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of the respective benefit plans, pay on Employee's behalf the Employer portions of such premiums for such coverage for the lesser of twelve (12) months or such time as Employee's COBRA/continuation rights expire (during that period the Employee shall pay the monthly Employee portions of such premiums in an amount equal to the monthly Employee paid portions in effect immediately before termination of employment). Any other provision of this Agreement notwithstanding, XRS may terminate Employee's employment without notice if the termination is based on Cause. In the event of a termination for Cause, and not withstanding any contrary provision otherwise stated, Employee shall receive only Employee’s base salary earned through the date of termination. XRS may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out Employee’s essential job functions for a period of six (6) months or longer. In the event of such termination, Employee shall receive only that compensation earned through the date of termination; provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. Employee's employment and this Agreement will be deemed terminated upon the death of the Employee. In the event of such termination, Employee shall receive only compensation earned through the date of termination provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. This Agreement does not limit or reduce any amounts payable to Employee under the terms of any cash bonus or equity incentive compensation plans.

Termination and Severance. If The benefits provided for the Executive under this Amendment shall be the sole payments and benefits for which the Executive shall be eligible at the conclusion of his employment with the Company for any reason and shall supersede any and all prior agreements or arrangements for post-termination benefits and indemnification. (a) XRS or its successor In the event the Executive’s employment terminates Employee's employment for any reason other than by the Company for Cause, whether by the Executive without Good Reason or not due to the death or Disability of the Executive, the Company shall pay to the Executive only his base salary accrued through the last day of his employment with the Company. For the purposes of this Amendment, “Disability” shall be deemed to have occurred when the Employee shall have been unable to perform his duties by reason of illness or incapacity for a Change period of Control has occurred120 consecutive days in any period of 52 consecutive weeks, or as determined in good faith by the Company’s Board of Directors (the “Board”) in accordance with applicable law. (b) Employee In the event the Executive’s employment terminates employment as a result of a voluntary termination by the Executive for Good Reason within six-months following Reason, or a Change termination by the Company without Cause, upon execution of Controlan general release of all claims against the Company, XRS or its successor entity employees, officers, directors and agents, in a form drafted by the Company, the Executive shall: : (i) pay Employee as severance either (I) Employee’s monthly receive his base salary in effect at accrued through the time last day of separation if severance is triggered under Section 2(a) above or (II) Employee’s monthly base salary in effect immediately prior to his employment with the Change of Control if severance is triggered under Section 2(b) above; less customary withholdingsCompany, for twelve (12) consecutive months beginning within fifteen (15) days after the General Release (referred to below) has become irrevocable, but only if: (A) Employee has delivered to XRS or its successor a signed General Release in the form attached as Exhibit A, (B) the rescission period in Section 5 of the General Release has expired and (c) Employee has not rescinded that General Release during that rescission period; (ii) reimbursement receive payments equal to one-half (1/2) of the Executive’s then base salary, reduced by all applicable taxes and withholdings, over a period of six months in accordance with the Company’s then current payroll policies and practices and (iii) the Executive’s medical/dental insurance as an Executive of the Company will cease upon termination and the Executive will immediately become eligible for outplacement services continuation of medical/dental coverage pursuant to COBRA. Company will pay any difference between the COBRA premium and the amount the Executive would otherwise be responsible for with respect to the medical and dental coverage elected for a period of six (6) months not from the date such termination or as long as the Executive is eligible for COBRA, whichever period is shorter. At the end of this period, the Executive is eligible to exceed $10,000.00continue coverage for the balance of the statutory period under COBRA, andprovided that the Executive pays the COBRA premium. (c) For purposes of this Amendment, “Good Reason” means that any of the following are undertaken without the Executive’s express written consent: (i) in the Executive’s title, authority or responsibility; (ii) any reduction in the Executive’s annual cash compensation; or (iii) if Employee timely elects to continue Employee’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms a relocation of the respective benefit plans, pay on Employee's behalf place of business at which the Employer portions of such premiums for such coverage for Executive is principally located to a location more than fifty (50) miles from the lesser of twelve (12) months or such time as Employee's COBRA/continuation rights expire (during that period the Employee shall pay the monthly Employee portions of such premiums in an amount equal to the monthly Employee paid portions in effect immediately before termination of employment). Any other provision of this Agreement notwithstanding, XRS may terminate Employee's employment without notice if the termination is based on Cause. In the event of a termination for Cause, and not withstanding any contrary provision otherwise stated, Employee shall receive only Employee’s base salary earned through the date of termination. XRS may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out Employee’s essential job functions for a period of six (6) months or longer. In the event of such termination, Employee shall receive only that compensation earned through the date of termination; provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. Employee's employment and this Agreement will be deemed terminated upon the death of the Employee. In the event of such termination, Employee shall receive only compensation earned through the date of termination provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. This Agreement does not limit or reduce any amounts payable to Employee under the terms of any cash bonus or equity incentive compensation planscurrent principal site.

Termination and Severance. If Executive's employment is terminated by the Bank without Cause, or by Executive for Good Reason, during the period commencing on the ninetieth (90th) calendar day prior to a Change in Control and ending on the first anniversary of the Change in Control, and such termination constitutes a "separation from service" with the Bank (as such term is defined in the regulations issued under Section 409A of the Code) (a "Severance Termination"), Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Bank, the following: (a) XRS Executive's fully earned but unpaid base salary, paid by the Bank when due, through the date of termination at the rate then in effect, together with all other amounts and benefits to which Executive is entitled under any benefit plan or its successor terminates Employee's employment for any reason practice of the Bank (other than for Cause, whether or not a Change the Corporate Officer Severance Policy and any other severance policy) at the time of Control has occurred, or termination; (b) Employee terminates employment for Good Reason within six-months following a Change of Control, XRS or its successor entity shallseverance pay in an amount equal to the sum of: (i) pay Employee as severance either two (I2) Employee’s monthly times Executive's annual base salary in effect at the time of separation if severance is triggered under Section 2(a) above or (II) Employee’s monthly base salary as in effect immediately prior to the Change date of Control if severance is triggered under Section 2(btermination, without giving effect to any reductions thereto which constitute Good Reason, paid in a lump sum as soon as administratively practicable but in any event no later than sixty (60) above; less customary withholdingscalendar days following the date of termination (or, for twelve (12) consecutive months beginning within fifteen (15) days after the General Release (referred to below) has become irrevocable, but only if: (A) Employee has delivered to XRS or its successor a signed General Release in the form attached event the date of termination precedes the consummation of a Change in Control and payment is not administratively practicable by the foregoing date because it is not yet known whether a Change in Control will occur within ninety (90) calendar days following the date of termination, such amount shall be paid as Exhibit A, soon as administratively practicable but in any event no later than sixty (B60) calendar days following the rescission period in Section 5 consummation of the General Release has expired and (c) Employee has not rescinded that General Release during that rescission period;Change in Control); plus (ii) reimbursement for outplacement services for a period of six (6) months not to exceed $10,000.00, and (iii) if Employee timely elects to continue Employee’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of the respective benefit plans, pay on Employee's behalf the Employer portions of such premiums for such coverage for the lesser of twelve (12) months or such time as Employee's COBRA/continuation rights expire (during that period the Employee shall pay the monthly Employee portions of such premiums in an amount equal to two (2) times the monthly Employee paid portions Annual Incentive Amount, payable in effect immediately before a lump sum as soon as administratively practicable but in any event no later than sixty (60) calendar days following the date of termination of employment). Any other provision of this Agreement notwithstanding(or, XRS may terminate Employee's employment without notice if the termination is based on Cause. In in the event the date of termination precedes the consummation of a termination for Cause, Change in Control and payment is not withstanding any contrary provision otherwise stated, Employee shall receive only Employee’s base salary earned through administratively practicable by the foregoing date because it is not yet known whether a Change in Control will occur within ninety (90) calendar days following the date of termination. XRS may, subject such amounts shall be paid as soon as administratively practicable but in any event no later sixty (60) calendar days following the consummation of the Change in Control); (c) For the period beginning on the date of termination and ending on the one hundred eightieth (180th) calendar day following the first anniversary of the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Bank shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due Executive immediately prior to sickness or injury, is prevented from carrying out Employee’s essential job functions for a period of six (6) months or longer. In the event of such termination, Employee shall receive only that compensation earned through the date of termination; providedand (d) executive-level outplacement services at the Bank's expense, however, that Employee shall be entitled not to all or exceed $25,000 provided by a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to firm selected by Executive from a list compiled by the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. Employee's employment and this Agreement will be deemed terminated upon the death of the Employee. In the event of such termination, Employee shall receive only compensation earned through the date of termination provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. This Agreement does not limit or reduce any amounts payable to Employee under the terms of any cash bonus or equity incentive compensation plansBank.

Termination and Severance. If The benefits provided for the Executive under this Amendment shall be reduced by the salary continuation payments provided under the Offer Letter. It is not intended that the Offer Letter provide any benefits in addition to or duplicative of any benefits which the Executive is eligible to receive under this Amendment. This Amendment shall supersede any and all other prior agreements or arrangements for post-termination benefits and indemnification. (a) XRS or its successor In the event the Executive’s employment terminates Employee's employment for any reason other than by the Company for Cause, whether by the Executive without Good Reason or not due to the death or Disability of the Executive, the Company shall pay to the Executive only his base salary accrued through the last day of his employment with the Company. For the purposes of this Amendment, “Disability” shall be deemed to have occurred when the Employee shall have been unable to perform his duties by reason of illness or incapacity for a Change period of Control has occurred120 consecutive days in any period of 52 consecutive weeks, or as determined in good faith by the Company’s Board of Directors (the “Board”) in accordance with applicable law. (b) Employee In the event the Executive’s employment terminates employment as a result of a voluntary termination by the Executive for Good Reason within six-months following Reason, or a Change termination by the Company without Cause, upon execution of Controlan general release of all claims against the Company, XRS or its successor entity employees, officers, directors and agents, in a form drafted by the Company, the Executive shall: : (i) pay Employee as severance either (I) Employee’s monthly receive his base salary in effect at accrued through the time last day of separation if severance is triggered under Section 2(a) above or (II) Employee’s monthly base salary in effect immediately prior to his employment with the Change of Control if severance is triggered under Section 2(b) above; less customary withholdingsCompany, for twelve (12) consecutive months beginning within fifteen (15) days after the General Release (referred to below) has become irrevocable, but only if: (A) Employee has delivered to XRS or its successor a signed General Release in the form attached as Exhibit A, (B) the rescission period in Section 5 of the General Release has expired and (c) Employee has not rescinded that General Release during that rescission period; (ii) reimbursement receive payments equal to one-half (1/2) of the Executive’s then base salary, reduced by all applicable taxes and withholdings, over a period of six months in accordance with the Company’s then current payroll policies and practices and (iii) the Executive’s medical/dental insurance as an Executive of the Company will cease upon termination and the Executive will immediately become eligible for outplacement services continuation of medical/dental coverage pursuant to COBRA. Company will pay any difference between the COBRA premium and the amount the Executive would otherwise be responsible for with respect to the medical and dental coverage elected for a period of six (6) months not from the date such termination or as long as the Executive is eligible for COBRA, whichever period is shorter. At the end of this period, the Executive is eligible to exceed $10,000.00continue coverage for the balance of the statutory period under COBRA, andprovided that the Executive pays the COBRA premium. (c) For purposes of this Amendment, “Good Reason” means that any of the following are undertaken without the Executive’s express written consent: (i) in the Executive’s title, authority or responsibility; (ii) any reduction in the Executive’s annual cash compensation; or (iii) if Employee timely elects to continue Employee’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms a relocation of the respective benefit plans, pay on Employee's behalf place of business at which the Employer portions of such premiums for such coverage for Executive is principally located to a location more than fifty (50) miles from the lesser of twelve (12) months or such time as Employee's COBRA/continuation rights expire (during that period the Employee shall pay the monthly Employee portions of such premiums in an amount equal to the monthly Employee paid portions in effect immediately before termination of employment). Any other provision of this Agreement notwithstanding, XRS may terminate Employee's employment without notice if the termination is based on Cause. In the event of a termination for Cause, and not withstanding any contrary provision otherwise stated, Employee shall receive only Employee’s base salary earned through the date of termination. XRS may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out Employee’s essential job functions for a period of six (6) months or longer. In the event of such termination, Employee shall receive only that compensation earned through the date of termination; provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. Employee's employment and this Agreement will be deemed terminated upon the death of the Employee. In the event of such termination, Employee shall receive only compensation earned through the date of termination provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. This Agreement does not limit or reduce any amounts payable to Employee under the terms of any cash bonus or equity incentive compensation planscurrent principal site.

Termination and Severance. If The benefits provided for the Executive under this Amendment shall be reduced by the salary continuation payments provided under the Employment Agreement. It is not intended that the Employment Agreement provide any benefits in addition to or duplicative of any benefits which the Executive is eligible to receive under this Amendment. This Amendment shall supersede any and all other prior agreements or arrangements for post-termination benefits and indemnification. (a) XRS or its successor In the event the Executive’s employment terminates Employee's employment for any reason other than as a result of the expiration of the Employment Period (as that term is defined in the Employment Agreement), by the Company for Cause, whether by the Executive without Good Reason or not a Change due to the death or Disability (as defined in the Employment Agreement) of Control has occurredthe Executive, or the Company shall pay to the Executive only his base salary accrued through the last day of his employment with the Company. (b) Employee In the event the Executive’s employment terminates employment as a result of a voluntary termination by the Executive for Good Reason within six-months following Reason, or a Change termination by the Company without Cause, upon execution of Controlan general release of all claims against the Company, XRS or its successor entity shall: employees, officers, directors and agents, in a form drafted by the Company, the Executive shall receive: (i) pay Employee as severance either (I) Employee’s monthly his base salary in effect at accrued through the time last day of separation if severance is triggered under Section 2(ahis employment with the Company, (ii) above or (II) Employee’s monthly base salary in effect immediately prior to the Change of Control if severance is triggered under Section 2(b) above; less customary withholdings, for twelve (12) consecutive months beginning within fifteen monthly payments each equal in amount to one-twelfth (151/12th) days after of the General Release Executive’s then base salary, reduced by all applicable taxes and withholdings, in accordance with the Company’s then current payroll policies and practices and (referred to below) has become irrevocable, but only if: (A) Employee has delivered to XRS or its successor a signed General Release in the form attached as Exhibit A, (Biii) the rescission period in medical and other benefits provided to him pursuant to the first sentence of Section 5 3.3 of the General Release has expired Employment Agreement as an Executive of the Company will cease upon termination and (c) Employee has not rescinded that General Release during that rescission period; (ii) reimbursement the Executive will immediately become eligible for outplacement services continuation of medical/dental coverage pursuant to COBRA. Company will pay any difference between the COBRA premium and the amount the Executive would otherwise be responsible for with respect to the medical and dental coverage elected for a period of six (6) months not to exceed $10,000.00, and (iii) if Employee timely elects to continue Employee’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of the respective benefit plans, pay on Employee's behalf the Employer portions of such premiums for such coverage for the lesser of twelve (12) months or such time as Employee's COBRA/continuation rights expire (during that period the Employee shall pay the monthly Employee portions of such premiums in an amount equal to the monthly Employee paid portions in effect immediately before termination of employment). Any other provision of this Agreement notwithstanding, XRS may terminate Employee's employment without notice if the termination is based on Cause. In the event of a termination for Cause, and not withstanding any contrary provision otherwise stated, Employee shall receive only Employee’s base salary earned through from the date of terminationsuch termination or as long as the Executive is eligible for COBRA, whichever period is shorter. XRS mayAt the end of this period, subject the Executive is eligible to applicable lawcontinue coverage for the balance of the statutory period under COBRA, terminate provided that the Executive pays the COBRA premium. (c) For purposes of this Agreement by giving Employee two (2) months notice if EmployeeAmendment, due to sickness or injury, is prevented from carrying out Employee’s essential job functions for a period the definitions of six (6) months or longer. In the event of such termination, Employee shall receive only that compensation earned through the date of termination; provided, however, that Employee “Good Reason” and “Cause” shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall those set forth in good faith determine. Employee's employment and this Agreement will be deemed terminated upon the death Section 4(e) of the Employee. In the event of such termination, Employee shall receive only compensation earned through the date of termination provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. This Agreement does not limit or reduce any amounts payable to Employee under the terms of any cash bonus or equity incentive compensation plansEmployment Agreement.

Termination and Severance. If The benefits provided for the Executive under this Amendment shall be reduced by the salary continuation payments provided under the Offer Letter. It is not intended that the Offer Letter provide any benefits in addition to or duplicative of any benefits which the Executive is eligible to receive under this Amendment. This Amendment shall supersede any and all other prior agreements or arrangements for post-termination benefits and indemnification. (a) XRS or its successor In the event the Executive’s employment terminates Employee's employment for any reason other than by the Company for Cause, whether by the Executive without Good Reason or not due to the death or Disability of the Executive, the Company shall pay to the Executive only her base salary accrued through the last day of her employment with the Company. For the purposes of this Amendment, “Disability” shall be deemed to have occurred when the Employee shall have been unable to perform her duties by reason of illness or incapacity for a Change period of Control has occurred120 consecutive days in any period of 52 consecutive weeks, or as determined in good faith by the Company’s Board of Directors (the “Board”) in accordance with applicable law. (b) Employee In the event the Executive’s employment terminates employment as a result of a voluntary termination by the Executive for Good Reason within six-months following Reason, or a Change termination by the Company without Cause, upon execution of Controlan general release of all claims against the Company, XRS or its successor entity employees, officers, directors and agents, in a form drafted by the Company, the Executive shall: : (i) pay Employee as severance either (I) Employee’s monthly receive her base salary in effect at accrued through the time last day of separation if severance is triggered under Section 2(a) above or (II) Employee’s monthly base salary in effect immediately prior to her employment with the Change of Control if severance is triggered under Section 2(b) above; less customary withholdingsCompany, for twelve (12) consecutive months beginning within fifteen (15) days after the General Release (referred to below) has become irrevocable, but only if: (A) Employee has delivered to XRS or its successor a signed General Release in the form attached as Exhibit A, (B) the rescission period in Section 5 of the General Release has expired and (c) Employee has not rescinded that General Release during that rescission period; (ii) reimbursement receive payments equal to one-half (1/2) of the Executive’s then base salary, reduced by all applicable taxes and withholdings, over a period of six months in accordance with the Company’s then current payroll policies and practices and (iii) the Executive’s medical/dental insurance as an Executive of the Company will cease upon termination and the Executive will immediately become eligible for outplacement services continuation of medical/dental coverage pursuant to COBRA. Company will pay any difference between the COBRA premium and the amount the Executive would otherwise be responsible for with respect to the medical and dental coverage elected for a period of six (6) months not from the date such termination or as long as the Executive is eligible for COBRA, whichever period is shorter. At the end of this period, the Executive is eligible to exceed $10,000.00continue coverage for the balance of the statutory period under COBRA, andprovided that the Executive pays the COBRA premium. (c) For purposes of this Amendment, “Good Reason” means that any of the following are undertaken without the Executive’s express written consent: (i) in the Executive’s title, authority or responsibility; (ii) any reduction in the Executive’s annual cash compensation; or (iii) if Employee timely elects to continue Employee’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms a relocation of the respective benefit plans, pay on Employee's behalf place of business at which the Employer portions of such premiums for such coverage for Executive is principally located to a location more than fifty (50) miles from the lesser of twelve (12) months or such time as Employee's COBRA/continuation rights expire (during that period the Employee shall pay the monthly Employee portions of such premiums in an amount equal to the monthly Employee paid portions in effect immediately before termination of employment). Any other provision of this Agreement notwithstanding, XRS may terminate Employee's employment without notice if the termination is based on Cause. In the event of a termination for Cause, and not withstanding any contrary provision otherwise stated, Employee shall receive only Employee’s base salary earned through the date of termination. XRS may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out Employee’s essential job functions for a period of six (6) months or longer. In the event of such termination, Employee shall receive only that compensation earned through the date of termination; provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. Employee's employment and this Agreement will be deemed terminated upon the death of the Employee. In the event of such termination, Employee shall receive only compensation earned through the date of termination provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. This Agreement does not limit or reduce any amounts payable to Employee under the terms of any cash bonus or equity incentive compensation planscurrent principal site.

Termination and Severance. If The benefits provided for the Executive under this Amendment shall be the sole payments and benefits for which the Executive shall be eligible at the conclusion of his employment with the Company for any reason and shall supersede any and all prior agreements or arrangements for post-termination benefits and indemnification. (a) XRS or its successor In the event the Executive’s employment terminates Employee's employment for any reason other than by the Company for Cause, whether by the Executive without Good Reason or not due to the death or Disability of the Executive, the Company shall pay to the Executive only his base salary accrued through the last day of his employment with the Company. For the purposes of this Amendment, “Disability” shall be deemed to have occurred when the Employee shall have been unable to perform his duties by reason of illness or incapacity for a Change period of Control has occurred120 consecutive days in any period of 52 consecutive weeks, or as determined in good faith by the Company’s Board of Directors (the “Board”) in accordance with applicable law. (b) Employee In the event the Executive’s employment terminates employment as a result of a voluntary termination by the Executive for Good Reason within six-months following Reason, or a Change of Controltermination by the Company without Cause, XRS or its successor entity the Executive shall: : (i) pay Employee as severance either (I) Employee’s monthly receive his base salary in effect at accrued through the time last day of separation if severance is triggered under Section 2(a) above or (II) Employee’s monthly base salary in effect immediately prior to his employment with the Change of Control if severance is triggered under Section 2(b) above; less customary withholdingsCompany, for twelve (12) consecutive months beginning within fifteen (15) days after the General Release (referred to below) has become irrevocable, but only if: (A) Employee has delivered to XRS or its successor a signed General Release in the form attached as Exhibit A, (B) the rescission period in Section 5 of the General Release has expired and (c) Employee has not rescinded that General Release during that rescission period; (ii) reimbursement receive payments equal to one-half ( 1/2) of the Executive’s then base salary, reduced by all applicable taxes and withholdings, over a period of six months in accordance with the Company’s then current payroll policies and practices and (iii) the Executive’s medical/dental insurance as an Executive of the Company will cease upon termination and the Executive will immediately become eligible for outplacement services continuation of medical/dental coverage pursuant to COBRA. Company will pay any difference between the COBRA premium and the amount the Executive would otherwise be responsible for with respect to the medical and dental coverage elected for a period of six (6) months not from the date such termination or as long as the Executive is eligible for COBRA, whichever period is shorter. At the end of this period, the Executive is eligible to exceed $10,000.00continue coverage for the balance of the statutory period under COBRA, andprovided that the Executive pays the COBRA premium. (c) For purposes of this Amendment, “Good Reason” means that any of the following are undertaken without the Executive’s express written consent: (i) a material reduction in the Executive’s title, authority or responsibility; (ii) any reduction in the Executive’s annual cash compensation; or (iii) if Employee timely elects to continue Employee’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms a relocation of the respective benefit plans, pay on Employee's behalf place of business at which the Employer portions of such premiums for such coverage for Executive is principally located to a location more than fifty (50) miles from the lesser of twelve (12) months or such time as Employee's COBRA/continuation rights expire (during that period the Employee shall pay the monthly Employee portions of such premiums in an amount equal to the monthly Employee paid portions in effect immediately before termination of employment). Any other provision of this Agreement notwithstanding, XRS may terminate Employee's employment without notice if the termination is based on Cause. In the event of a termination for Cause, and not withstanding any contrary provision otherwise stated, Employee shall receive only Employee’s base salary earned through the date of termination. XRS may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out Employee’s essential job functions for a period of six (6) months or longer. In the event of such termination, Employee shall receive only that compensation earned through the date of termination; provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. Employee's employment and this Agreement will be deemed terminated upon the death of the Employee. In the event of such termination, Employee shall receive only compensation earned through the date of termination provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. This Agreement does not limit or reduce any amounts payable to Employee under the terms of any cash bonus or equity incentive compensation planscurrent principal site.

Termination and Severance. If (a) XRS Anything contained in this Agreement to the contrary notwithstanding, should Executive resign his employment due to a Change of Control or its successor terminates Employee's a Significant Diminution of Duties or should the Company terminate Executive’s employment for any reason other than for Cause, whether or not a Change of Control has occurred, or (b) Employee terminates employment for Good Reason within six-months following a Change of Control, XRS or its successor entity shall: (i) The Company shall pay Employee Executive the Base Salary and any accrued employment benefit as severance either (I) Employeerequired by applicable law, each pro-rated through Executive’s monthly base salary in effect at the time of separation if severance is triggered under Section 2(a) above or (II) Employee’s monthly base salary in effect immediately prior to the Change of Control if severance is triggered under Section 2(b) above; less customary withholdings, for twelve (12) consecutive months beginning within fifteen (15) days after the General Release (referred to below) has become irrevocable, but only if: (A) Employee has delivered to XRS or its successor a signed General Release in the form attached as Exhibit A, (B) the rescission period in Section 5 of the General Release has expired and (c) Employee has not rescinded that General Release during that rescission periodemployment termination date; (ii) reimbursement for outplacement services for The Company shall pay Executive, in accordance with Section 5 above, any Annual Bonus earned from a period prior year but not yet paid and any portion of six (6) months not the Annual Bonus from the fiscal year during which such termination occurs that is payable pursuant to exceed $10,000.00Section 5 above, andeach payable in accordance with Section 5; (iii) if Employee timely elects to continue EmployeeThe Company shall pay Executive for any unreimbursed business expenses incurred by Executive through Executive’s group health and dental insurance coverage last day of employment pursuant to applicable COBRA/continuation law Section 7 above; and (iv) Provided that Executive (A) Executive delivers to the Company within sixty days following Executive’s termination of employment a release of claims in form and substance satisfactory to the terms Company’s Board of Directors, and (B) does not otherwise violate this Agreement, the respective benefit plans, Company will pay on Employee's behalf the Employer portions of such premiums for such coverage for the lesser of twelve (12) months or such time as Employee's COBRA/continuation rights expire (during that period the Employee shall pay the monthly Employee portions of such premiums in an amount Executive a lump sum equal to seventy-five percent (75%) of Executive’s annual Base Salary (i.e., nine months pay) on the monthly Employee paid portions in effect immediately before 60th day following Executive’s termination of employment. Executive shall not be entitled to any benefits under this Section 8(a)(iv). Any , if, at the time Executive’s employment with the Company was terminated, grounds existed for the termination of Executive’s employment for Cause. (b) Should Executive’s employment with the Company terminate for any reason not specified in Section 8(a) above, the Company shall only pay (i) Executive’s Base Salary and any accrued employment benefit as required by applicable law (such accrued benefit, for clarity, not to include any Annual Bonus), each pro-rated through Executive’s employment termination date, and (ii) any unreimbursed business expenses incurred by Executive through Executive’s last day of employment pursuant to Section 7 above and shall have no other provision obligations with regard to the payment of compensation, severance, bonus or other amounts to Executive or Executive’s estate. (c) On or before the employment termination date, Executive shall return to the Company all of its and its affiliates’ property including all of the Company’s documents, keys, credit cards, computer software, and all copies thereof. (d) For purposes of this Agreement, “Cause” means any of the following, as reasonably determined by the Company’s Board of Directors and includes: (i) the commission by Executive of a felony (or a crime involving moral turpitude); (ii) the theft, conversion, embezzlement or misappropriation by Executive of funds or other assets of the Company or any of its affiliates or any other act of fraud or dishonesty with respect to the Company or any of its affiliates (including acceptance of any bribes or kickbacks or other acts of self-dealing); (iii) intentional, grossly negligent, or unlawful misconduct by Executive which causes harm or embarrassment to the Company or any of its affiliates or exposes the Company or any of its affiliates to a substantial risk of harm or embarrassment; (iv) the violation by Executive of any law regarding employment discrimination or sexual harassment; (v) the failure by Executive to comply with any material policy generally applicable to Company employees, which failure is not cured within 30 days after notice to Executive; (vi) the repeated failure by Executive to follow the reasonable directives of the Chief Executive Officer or the Company’s Board of Directors, which failure is not cured within 30 days after notice to Executive; (vii) the unauthorized dissemination by Executive of confidential information in violation of Section 10 of this Agreement; (viii) any material misrepresentation or materially misleading omission in any resume or other information regarding Executive (including Executive’s work experience, academic credentials, professional affiliations or absence of criminal record) provided by or on behalf of Executive; (ix) the Company’s discovery that, prior to Executive’s employment with the Company, Executive engaged in conduct of the type described in clauses (i) through (iv) above; or (x) any other material breach by Executive of this Agreement notwithstanding, XRS may terminate Employee's employment without that is not cured within 30 days after notice if the termination is based on Cause. In the event of a termination for Cause, and not withstanding any contrary provision otherwise stated, Employee shall receive only Employee’s base salary earned through the date of termination. XRS may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out Employee’s essential job functions for a period of six (6) months or longer. In the event of such termination, Employee shall receive only that compensation earned through the date of termination; provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. Employee's employment and this Agreement will be deemed terminated upon the death of the Employee. In the event of such termination, Employee shall receive only compensation earned through the date of termination provided, however, that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as the Board shall in good faith determine. This Agreement does not limit or reduce any amounts payable to Employee under the terms of any cash bonus or equity incentive compensation plansExecutive.