Common use of Termination Benefits Clause in Contracts

Termination Benefits. (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum payment equal to the sum of: (A) all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum cash payment equal to two (2) times the sum of:Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than five (5) days following Executive’s termination of employment under this Section 3. (Aii) Continued benefit coverage under all accrued but unpaid benefits, reimbursements Bank health and Base Compensation owed to Employee welfare plans which Executive participated in as of the date of termination; and the Change in Control (Bcollectively, the “Employee Benefit Plans”) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve twenty-four (1224) months from following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of termination; providedExecutive’s termination of employment. Solely for purposes of benefits continuation under the Employee Benefit Plans, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage Executive shall be deemed to be an active employee. To the extent that benefits required to prevent impermissible discrimination under this Section 3(a) cannot be provided under the applicable medical plan, and (z) the amount terms of any Performance Bonus Employee Benefit Plan, the Bank shall enter into alternative arrangements that has been earned in a prior year but remains unpaid as of the date of terminationwill provide Executive with comparable benefits. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iiib) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) preceding provisions of this Paragraph 3(bSection 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of constitute an “disabilityexcess parachute payment” under Section 409A. 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (iv) If this Agreement is terminated for any reasonthe “Non-Triggering Amount”), the Company shall continue value of which is one dollar ($1.00) less than an amount equal to provide D&O tail insurance coverage to the Employee for the proscribed period provided three (3) times Executive’s “base amount,” as determined in the D&O insurance policy in force as accordance with said Section 280G. The allocation of the date of such Agreement terminationreduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum payment equal to the sum of: (A) all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the The Company shall continue to provide D&O tail insurance coverage the Employee (and if applicable, his beneficiaries) with the Employee Benefits (as described in Section 5), at no cost to the Employee in no less than the same amount and, on the same terms and conditions as in effect on the date on which the termination of employment occurs for a period of two (2) years after the proscribed period provided date of termination of the Employee’s employment with the Company, or, alternatively, if the Employee (or his estate) elects at any time in a written notice delivered to the D&O insurance policy Company to waive any particular Employee Benefits, the Company shall make a cash payment to the Employee within 10 days after receipt of such election in force as an amount equal to the present value of the Company’s cost of providing such Employee Benefits from the date of such election to the end of the foregoing two (2) year period, and such present value shall be determined by reference to the Company’s then-current cost levels and a discount rate equal to 120 percent of the short-term applicable Federal rate provided for in Section 1274(d) of the Internal Revenue Code (the “Code”) for the month in which the Termination occurs. In addition, the Company shall pay to the Employee, within 10 days after said termination, an amount equal to the sum of (a) the dollar value of vacation time that would have been credited to the Employee pursuant to the Company’s Vacation Policy (the “Vacation Policy”) if the Employee had remained employed by the Company through the “Anniversary Date” (as defined in the Vacation Policy) immediately following his termination of employment, multiplied by a fraction, the numerator of which is the number of days which elapsed from the Employee’s Anniversary Date immediately preceding the date of termination through the date of such termination, and the denominator of which is 365, plus (b) the dollar value of vacation time which the Employee was entitled to have taken immediately prior to the Employee’s termination, which was not in fact taken by the Employee; the dollar value of vacation time referred to above shall be equal to the amount which would have been paid to the Employee by the Company during such vacation time had the vacation time in fact been taken by the Employee immediately prior to the Employee’s termination. If the Employee dies during the two (2) year period following the termination of this Agreement termination.for any reason (including termination of employment by the death or disability of Employee) other than by a termination by the Company for Cause, the Company shall provide the Employee Benefits, to the extent applicable, to the Employee’s estate, or make any applicable cash payments in lieu thereof to said estate. The Employee shall be deemed to be employed by the Company if the Employee is employed by the Company or any subsidiary of the Company in which the Company owns a majority of the subsidiary’s voting securities;

Termination Benefits. (a) If, within two (2) years of a Change in Control, Executive voluntarily terminates employment for Good Reason (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates her employment, Executive shall receive: (i) Subject a lump sum cash payment equal to Paragraph 3(cthree (3) belowtimes the Executive’s average annual compensation (based on taxable income reported in Box 1 of Executive’s Form W-2) for the five (5) preceding calendar years. Such payment shall be made not later than five (5) days following Executive’s termination of employment and shall be reduced, if necessary, to avoid an excess parachute payment as noted in paragraph (b) of this Section 3. (ii) Continued benefit coverage under all Bank health and welfare plans which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six (36) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that benefits required under this Section 3(a) cannot be provided under the terms of any Employee Benefit Plan, the Bank shall enter into alternative arrangements that will provide Executive with comparable benefits. The Bank shall pay the aggregate sum of these amounts to Executive in a single lump sum payment (without any mitigation) no later than ten (10) business days following Executive’s termination of employment. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive. (c) Notwithstanding the foregoing, in the event Executive is a “Specified Employee” (as defined herein) no payment shall be made to Executive under sub-section 3(a) prior to the first day of the seventh month following the Event of Termination in excess of the “permitted amount” under Section 409A of the Code. For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year preceding the year in which Executive has an Event of Termination, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which occurs the Event of Termination. The payment of the “permitted amount” shall be made within sixty (60) days of termination the occurrence of this Agreementthe Event of Termination. Any payment in excess of the permitted amount shall be made to Executive on the first day of the seventh month following the Event of Termination. “Specified Employee” shall be interpreted to comply with Section 409A of the Code and shall mean a key employee within the meaning of Section 416(i) of the Code (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Company will pay to Employee is a lump sum payment equal to publicly-traded institution or the sum of: (A) all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as subsidiary of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of terminationpublicly-traded holding company. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. In consideration of the release of claims by the Executive in Paragraph 3 and the other promises and undertakings of the Executive set forth in this Termination Release, and subject to the contingencies set forth below: (a) the Company shall pay the Executive $750,000.00 (the “Termination Payment”); (b) the Company shall pay the Executive $6,397,067.00 (the “Severance Payment”); (c) the Company will allow the Executive and his eligible dependents to continue to participate in the Company’s medical, dental and vision plan in effect as of the Resignation Date at the same premium cost as similarly situated active employee of the Company (which premiums shall be deducted from the Severance Payment on a monthly basis) until the earlier of (i) Subject the date the Executive (or any of his eligible dependents with respect to Paragraph 3(csuch dependents) belowbecomes eligible to participate in another group health plan or otherwise is no longer eligible to participate in the Company’s plan and (ii) the twenty-fourth month following the Resignation Date, within sixty and the Company will reimburse the Executive on a monthly basis for the employee share of the premiums for such coverage (60the “Limited Benefit Continuation”); (d) days if, at the time the Limited Benefit Continuation ends, the Executive or any of termination his eligible dependents are eligible to continue coverage under the Company’s group health plan pursuant to the Consolidated Budget Reconciliation Act of this Agreement1985 (“COBRA”) and the Executive timely elects such continued coverage and timely makes the premium payments, the Company will pay to Employee reimburse the Executive on a lump sum payment equal to monthly basis for the sum of: cost of such premiums for himself and any of his eligible dependents until the earlier of (Ai) all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as of the date the Executive (or any of termination; and (Bhis eligible dependents with respect to such dependents) if this Agreement becomes eligible to participate in another group health plan or otherwise is terminated under clause no longer eligible for COBRA participation coverage and (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from of continued coverage (the “COBRA Benefit”); (e) the Company will reimburse the Executive on a monthly basis for the premium cost of life insurance and long-term disability insurance, if any, for the same level of such benefits that were provided to the Executive under the Company’s life insurance and long-term disability plans in effect as of the Resignation Date for the earlier of (i) the date of termination; the Executive becomes eligible to participate or is covered under another employer’s life insurance and long-term disability plans and (ii) the twenty-fourth month following the Resignation Date (the “Limited Benefit Reimbursement”), provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage Executive provides proof to the extent required to prevent impermissible discrimination under Company on a monthly basis of the applicable medical plan, premium cost and payment thereof. (zf) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date Resignation Date, and notwithstanding any contrary provision of termination. (ii) If this Agreement is terminated under clause (ii)any Incentive Plans or Incentive Plan Awards, (iii), (iv) all Incentive Plan Awards previously granted or (vi) of Paragraph 3(a), subject awarded to Paragraph 3(c) below, Employee Executive shall be entitled to treated in the same manner as if the Executive’s employment had been terminated by the Company without Cause (the “Accelerated Vesting”). The Termination Payment, the Severance Payment, the Limited Benefit Continuation, the COBRA Benefit, the Limited Benefit Reimbursement, and the Accelerated Vesting are the “Termination Benefits”. The Termination Payment, less legally required withholdings and deductions, will be paid in a pro rated portion single lump sum on the Company’s first payroll date that is at least five (5) business days after the Ratification Effective Date (defined below). The Severance Payment, less legally required withholdings and deductions and the employee share of the Performance Bonus, if any, Employee would have received premiums for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if anyLimited Benefit Continuation, shall be paid as in twenty-four (24) substantially equal monthly installments (each of which installments may be made in the Company’s discretion over one or more of the Company’s payroll dates in such month) beginning in August 2022 and when Performance Bonuses continuing until August 2024, provided, however, that the first installment shall be paid, without interest, on the Company’s first regular payroll date that is at least five (5) business days after the Ratification Effective Date (defined below) and include any installments (or fraction thereof) that would have been paid had the first installment been payable on the Company’s first payroll date in August 2022. The monthly Severance Payments through January 2023 are paid by intended to be a short-term deferral pursuant to Treasury Regulation Section 1.409A-1(b)(4). The Executive agrees to inform the Company promptly of any event that would make himself or any of his eligible dependents ineligible for such fiscal year. the Limited Benefit Continuation, the COBRA Benefit, or the Limited Benefit Reimbursement. Each payment hereunder shall be deemed a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended. The Company’s obligation to pay or continue to pay or provide the Termination Benefits is contingent on the occurrence of both the Effective Date (iiidefined below) Notwithstanding and the foregoingRatification Effective Date (defined below), no payments under clause and the Executive’s continued compliance with this Termination Release and the Continuing Obligations (i)(B) defined below). In the event the Executive fails to comply with this Termination Release or (ii) the Continuing Obligations, then the Executive shall not be entitled to receive or continue to receive any of the Termination Benefits and shall immediately remit to the Company upon written demand the Termination Payment and any portion of the Severance Payment, the COBRA Benefit, or the Limited Benefit Reimbursement that has already been paid or reimbursed to him, but all other provisions of this Paragraph 3(b) Termination Release shall be payable remain in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in full force as of the date of such Agreement terminationand effect.

Termination Benefits. (a) If, within two (2) years of a Change in Control, Executive voluntarily terminates employment for Good Reason (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates her employment, Executive shall receive: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum cash payment equal to three (3) times the sum of:Executive’s average annual compensation (based on taxable income reported in Box 1 of Executive’s Form W-2) for the five (5) preceding calendar years. Such payment shall be made not later than five (5) days following Executive’s termination of employment and shall be reduced, if necessary, to avoid an excess parachute payment as noted in paragraph (b) of this Section 3. (Aii) Continued benefit coverage under all accrued but unpaid benefits, reimbursements Bank health and Base Compensation owed to Employee welfare plans which Executive participated in as of the date of termination; and the Change in Control (Bcollectively, the “Employee Benefit Plans”) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve thirty-six (1236) months from following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of termination; providedExecutive’s termination of employment. Solely for purposes of benefits continuation under the Employee Benefit Plans, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage Executive shall be deemed to be an active employee. To the extent that benefits required to prevent impermissible discrimination under this Section 3(a) cannot be provided under the applicable medical plan, and (z) the amount terms of any Performance Bonus Employee Benefit Plan, the Bank shall enter into alternative arrangements that has been earned in a prior year but remains unpaid as of the date of terminationwill provide Executive with comparable benefits. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iiib) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) preceding provisions of this Paragraph 3(bSection 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of constitute an “disabilityexcess parachute payment” under Section 409A. 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (iv) If this Agreement is terminated for any reasonthe “Non-Triggering Amount”), the Company shall continue value of which is one dollar ($1.00) less than an amount equal to provide D&O tail insurance coverage to the Employee for the proscribed period provided three (3) times Executive’s “base amount,” as determined in the D&O insurance policy in force as accordance with said Section 280G. The allocation of the date of such Agreement terminationreduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within years of a Change in Control, Executive shall receive: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum cash payment equal to ( ) times the sum of:Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than five (5) days following Executive’s termination of employment under this Section 3. (Aii) Continued benefit coverage under all accrued but unpaid benefits, reimbursements Bank health and Base Compensation owed to Employee welfare plans which Executive participated in as of the date of termination; and the Change in Control (Bcollectively, the “Employee Benefit Plans”) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12( ) months from following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of termination; providedExecutive’s termination of employment. Solely for purposes of benefits continuation under the Employee Benefit Plans, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage Executive shall be deemed to be an active employee. To the extent that benefits required to prevent impermissible discrimination under this Section 3(a) cannot be provided under the applicable medical plan, and (z) the amount terms of any Performance Bonus Employee Benefit Plan, the Bank shall enter into alternative arrangements that has been earned in a prior year but remains unpaid as of the date of terminationwill provide Executive with comparable benefits. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iiib) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) preceding provisions of this Paragraph 3(bSection 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of constitute an “disabilityexcess parachute payment” under Section 409A. 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (iv) If this Agreement is terminated for any reasonthe “Non-Triggering Amount”), the Company shall continue value of which is one dollar ($1.00) less than an amount equal to provide D&O tail insurance coverage to the Employee for the proscribed period provided three (3) times Executive’s “base amount,” as determined in the D&O insurance policy in force as accordance with said Section 280G. The allocation of the date of such Agreement terminationreduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. (a) If Executive's employment is voluntarily (in accordance with Section 2 of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum cash payment equal to two (2) times the sum of:Executive's "base amount," within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). Such payment shall be made not later than five (5) days following Executive's termination of employment under this Section 3. (Aii) Continued benefit coverage under all accrued but unpaid benefits, reimbursements Association health and Base Compensation owed to Employee welfare plans which Executive participated in as of the date of termination; and the Change in Control (Bcollectively, the "Employee Benefit Plans") if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve twenty-four (1224) months from following Executive's termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of termination; providedExecutive's termination of employment. Solely for purposes of benefits continuation under the Employee Benefit Plans, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage Executive shall be deemed to be an active employee. To the extent that benefits required to prevent impermissible discrimination under this Section 3(b) cannot be provided under the applicable medical plan, and (z) the amount terms of any Performance Bonus Employee Benefit Plan, the Association shall enter into alternative arrangements that has been earned in a prior year but remains unpaid as of the date of terminationwill provide Executive with comparable benefits. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iiib) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) preceding provisions of this Paragraph 3(bSection 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement terminationdetermined by Executive.

Termination Benefits. (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum cash payment equal to two (2) times the sum of:Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than five (5) days following Executive’s termination of employment and shall be reduced, if necessary, to avoid an excess parachute payment as noted in paragraph (b) under this Section 3. (Aii) Continued benefit coverage under all accrued but unpaid benefits, reimbursements Association health and Base Compensation owed to Employee welfare plans which Executive participated in as of the date of termination; and the Change in Control (Bcollectively, the “Employee Benefit Plans”) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) 24 months from following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) Executive’s termination of employment. Solely for the cost purposes of COBRA coverage to the extent required to prevent impermissible discrimination benefits continuation under the applicable medical planEmployee Benefit Plans, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of terminationExecutive shall be deemed to be an active employee. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iiib) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) preceding provisions of this Paragraph 3(bSection 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs or otherwise (the “Termination Benefits”) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of constitute an “disabilityexcess parachute payment” under Section 409A. 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (iv) If this Agreement is terminated for any reasonthe “Non-Triggering Amount”), the Company shall continue value of which is one dollar ($1.00) less than an amount equal to provide D&O tail insurance coverage to the Employee for the proscribed period provided three (3) times Executive’s “base amount,” as determined in the D&O insurance policy in force as accordance with said Section 280G. The allocation of the date of such Agreement terminationreduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. (a) If, within one (1) year of a Change in Control, Executive voluntarily terminates his employment with the Bank or the Company or if the Bank or the Company involuntarily terminates his employment, Executive shall receive: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum cash payment equal to three (3) times the sum of:Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than five (5) days following Executive’s termination of employment under this Section 3. (Aii) Continued benefit coverage under all accrued but unpaid benefits, reimbursements Bank health and Base Compensation owed to Employee welfare plans which Executive participated in as of the date of termination; and the Change in Control (Bcollectively, the “Employee Benefit Plans”) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve thirty-six (1236) months from following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) Executive’s termination of employment. Solely for the cost purposes of COBRA coverage to the extent required to prevent impermissible discrimination benefits continuation under the applicable medical planEmployee Benefit Plans, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of terminationExecutive shall be deemed to be an active employee. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iiib) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) preceding provisions of this Paragraph 3(bSection 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of constitute an “disabilityexcess parachute payment” under Section 409A. 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (iv) If this Agreement is terminated for any reasonthe “Non-Triggering Amount”), the Company shall continue value of which is one dollar ($1.00) less than an amount equal to provide D&O tail insurance coverage to the Employee for the proscribed period provided three (3) times Executive’s “base amount,” as determined in the D&O insurance policy in force as accordance with said Section 280G. The allocation of the date of such Agreement terminationreduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. (a) If a Change in Control occurs during the term of this Agreement and within one year thereafter, the Executive’s employment terminates involuntarily without Cause or if Executive voluntarily terminates his employment with Good Reason the Bank shall make or cause to be made: (i) Subject a lump sum cash payment equal to Paragraph 3(cone (1) times the Executive’s then current base salary. Such payment shall be made not later than ten (10) days following Executive’s termination of employment. Notwithstanding the foregoing, if applicable, the payment will not be made to the Executive under this Section 3 until after obtaining the proper regulatory approval to make the payment and, if that is the case, the Bank will make the payment within ten (10) days of obtaining such regulatory approval. In addition to the cash severance benefit provided for under this Section 3(a)(i) the Bank shall provide or cause to be provided post-termination insurance coverage described in Section 3(a)(ii) below, subject to the provisions of Section 3(c) of this Agreement. (ii) Continued medical, dental and life insurance coverage for Executive and his dependents at the Bank’s expense. The medical, dental and life insurance coverage shall continue for twelve months following termination of employment. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under this Agreement (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall first be made from any cash severance due Executive. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to this Section 3, below zero. (c) The parties to this Agreement intend for the payments to satisfy the short-term deferral exception under Section 409A of the Code or, in the case of health and welfare benefits, not constitute deferred compensation (since such amounts are not taxable to Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event Executive is a “Specified Employee” (as defined herein) no payment shall be made to Executive under this Agreement prior to the first day of the seventh month following the Event of Termination in excess of the “permitted amount” under Section 409A of the Code. For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Corporation for the calendar year preceding the year in which Executive has an Event of Termination, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which occurs the Event of Termination. The payment of the “permitted amount” shall be made within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum payment equal to the sum of: (A) all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as occurrence of the date Event of termination; and Termination. Any payment in excess of the permitted amount shall be made to Executive on the first day of the seventh month following the Event of Termination. “Specified Employee” shall be interpreted to comply with Section 409A of the Code and shall mean a key employee within the meaning of Section 416(i) of the Code (B) if this Agreement is terminated under clause (iiwithout regard to paragraph 5 thereof), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee an individual shall be entitled to a pro rated portion “Specified Employee” only if the Bank is a publicly-traded institution or the subsidiary of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal yeara publicly-traded holding company. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. All compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive employment with EMC under this Agreement other than as required under 29. U.S.C. §1161 et seq. (“COBRA”) or as specifically contemplated under this Section 6(f) or Section 6(g). (i) Subject to Paragraph 3(c) below, within sixty (60) days In the event of termination of the Executive’s employment with EMC under this AgreementAgreement pursuant to Section 6(a), Section 6(b) or Section 6(e) prior to expiration of the Company will pay Term, and subject to Employee and expressly conditioned upon the Executive’s (or, if Executive lacks legal capacity, his authorized representative’s) execution and delivery to EMC of a lump sum payment equal general release in form and substance reasonably satisfactory to the sum of:EMC, (A) For the period of twelve (12) months after the date of Executive’s termination of employment, the Executive (or, as the case may be, his estate) shall be entitled to receive payments of base salary and target bonus in the manner he would have received them had he not been terminated and, for purposes of the target bonus payments, as if all accrued but unpaid benefitsapplicable goals and objectives had been timely met; (B) The Executive shall be entitled to continuation of group health plan participation (on the same terms and conditions as if he had continued to actively provide services as a senior executive of EMC) for the benefit of the Executive and his eligible dependents until the earlier to occur of (1) the date upon which the Executive attains age 65, reimbursements or (2) the first date on which the Executive and Base Compensation owed his eligible dependents are covered under another employer’s health benefit program without exclusion for any pre-existing medical condition. Any additional healthcare coverage to Employee which the Executive and his dependents may be entitled under COBRA following the period of such continued coverage shall be at the Executive’s sole cost and expense; (C) The Executive (or, if Executive lacks legal capacity, his authorized representative) shall be entitled to exercise the New EMC Options (and other options to purchase EMC Common Stock granted to the Executive after the Effective Date) to the extent vested and exercisable on the date of termination and subject to the terms and conditions of the applicable EMC stock plans and award agreements, and all unvested or unexercised New EMC Options (or other unvested or unexercised options to purchase EMC Common Stock granted to the Executive after the Effective Date) shall terminate and be canceled as of the Executive’s date of termination; and (D) All options to purchase shares of EMC Common Stock converted from options to purchase shares of common stock, par value $0.0001 per share, of Legato pursuant to the terms of the Acquisition shall, as of the date of termination, vest and become exercisable for all shares of EMC Common Stock underlying such options (the “Old Legato Options”) and the Executive (or, if Executive lacks legal capacity, his authorized representative) shall be entitled to exercise the Old Xxxxxx Options until the earlier to occur of (1) two years after the date Executive’s employment terminates and (2) the expiration date of the applicable options. (ii) In the event of termination of the Executive’s employment with EMC under this Agreement pursuant to Sections 6(c) or 6(d) prior to expiration of the Term, and subject to and expressly conditioned upon the Executive’s execution and delivery to EMC of a general release in form and substance reasonably satisfactory to EMC, (A) The Executive shall be entitled to a lump sum cash payment equal to the sum of (1) an amount equal to the base salary he would have received for the remainder of the Term had he not been terminated and (2) an amount equal to the target bonus he would have received for the remainder of the Term had he not been terminated and as if all applicable goals and objectives had been timely met. Such lump sum payment shall be made within five (5) business days following the date upon which the general release delivered by the Executive pursuant to this Section 6(f)(ii) becomes effective or if later, the date delivered; (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) For the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from after the date of termination; providedExecutive’s termination of employment, howeverthe Executive shall be entitled to receive payments of base salary and target bonus in the manner he would have received them had he not been terminated and, that for purposes of the Company may substitute target bonus payments, as if all applicable goals and objectives had been timely met; (C) The Executive shall be entitled to continuation of group health plan participation (on the same terms and conditions as if he continued to actively provide services as a cash payment as described in Paragraph 2(esenior executive of EMC) for the cost benefit of COBRA the Executive and his eligible dependents until the earlier to occur of (1) the date upon which the Executive attains age 65, or (2) the first date on which the Executive and his eligible dependents are covered under another employer’s health benefit program without exclusion for any pre-existing medical condition. Any additional healthcare coverage to which the extent required Executive and his dependents may be entitled under COBRA following the period of such continued coverage shall be at the Executive’s sole cost and expense; (D) The vesting schedule in effect for the New EMC Options at the time of termination shall be accelerated such that a total of twenty percent (20%) of the shares of EMC Common Stock underlying the New EMC Options shall be vested and exercisable (the “Vested New EMC Shares”). The Executive shall have twelve (12) months following the date of termination to prevent impermissible discrimination under exercise the applicable medical planNew EMC Options with respect to the Vested New EMC Shares after which period the New EMC Options shall terminate and be canceled; and (E) The Old Legato Options shall, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) vest and become exercisable for all shares of Paragraph 3(a), subject to Paragraph 3(c) below, Employee EMC Common Stock underlying such options and the Executive shall be entitled to a pro rated portion exercise the Old Legato Options until the earlier to occur of (1) two years after the date Executive’s employment terminates and (2) the expiration date of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal yearapplicable options. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. (a) In consideration of Executive's release of claims and Executive's other covenants and agreements contained herein and provided that Executive has not exercised any revocation rights as provided in Section 6 below, (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will shall pay to Employee a lump sum payment Executive an amount equal to $568,750, which represents Executive's base salary for the sum of: (A) all accrued but unpaid benefitsperiod December 1, reimbursements 2004 through December 31, 2005, which amount shall be payable in accordance with the Company's payroll system in the same manner and Base Compensation owed to Employee at the same time as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that though Executive remained employed by the Company may substitute a cash payment as described in Paragraph 2(e(the "Salary Continuation") for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination.and (ii) If this Agreement is terminated under clause unless prohibited by law or, with respect to any insured benefit, the terms of the applicable insurance contract, through December 31, 2005, Executive shall be permitted (ii)1) to continue to participate in, and be covered under, the Company's group life, disability, sickness, accident and health insurance programs on the same basis as other executives of the Company and (iii), (iv2) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall continue to be entitled to a pro rated portion the perquisites provided from time to time to similarly situated officers during the term of this Agreement under the Perquisite Policy for Senior Executives as such policy may be amended by the Board of Directors of the Performance BonusCompany from time to time (the "Benefits Continuation"). (b) In addition, provided that Executive has not exercised any revocation rights as provided in Section 6 below, the Company shall pay to Executive a prorated share of his fiscal year 2004 annual bonus, if any, Employee that Executive would have received for the fiscal year in which this Agreement is terminated been entitled to receive had Employee remained he been employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company through December 31, 2004, provided that bonus targets are met for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) year 2004. This bonus shall be payable in connection full within forty-five (45) days following the determination of the amount thereof and in accordance with a termination of the Company's normal payroll practices and procedures (the "Pro Rated Bonus" and, together with the Salary Continuation and the Benefits Continuation, the "Termination Benefits"). (c) Except as set forth in this Agreement as a result and with respect to any vested benefits or rights under any of Employee’s Disability unless such Disability also satisfies the definition Company's "employee benefit plans" within the meaning of “disability” under Section 409A. (iv3(3) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to of the Employee for Retirement Income Security Act of 1974, as amended ("ERISA"), Executive acknowledges and agrees that he is not entitled to receive any other compensation or benefits of any sort including, without limitation, salary, vacation, bonuses, annual incentives, stock options, short-term or long-term disability benefits, or health care coverage (except as provided under applicable state or federal law) from the proscribed period provided in the D&O Company, its affiliates, or their respective partners, principals, officers, directors, stockholders, managers, employees, agents, representatives, or insurance policy in force as of the date of such Agreement terminationcompanies, or their respective predecessors, successors or assigns at any time.

Termination Benefits. Executive shall be entitled to receive an -------------------- amount ("Termination Pay") equal to (i) Subject to Paragraph 3(ctwo (2) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum payment equal to the sum of: (A) all accrued but unpaid benefits, reimbursements and times Executive's Base Compensation owed to Employee Salary as of the date of termination; and (B) if this Agreement is terminated under clause Executive's termination and (ii) Executive's bonus described in Subsection 2.2 above for the year of termination if Executive would have otherwise been entitled (as determined in good faith by the Board of Directors of the Company (or its Compensation Committee), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from to receive such bonus had he not been terminated; provided that if the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage such termination occurs prior to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as last day of the calendar year in which such bonus is awarded, then such bonus shall be prorated based upon the number of days elapsed prior to Executive's date of termination. (ii) If this Agreement is terminated under . Such Termination Pay shall be payable in two lump sums, the first payment consisting of 50% of the amount payable pursuant to clause (ii), (iii), (iv) or (vii) of Paragraph 3(a), subject the preceding sentence plus the amount payable pursuant to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) the preceding sentence (which payment shall be payable made within 30 days of the termination date) and the second payment consisting of the balance of the Termination Pay (which payment shall be made on the first anniversary of the termination date). Such Termination Pay shall be in connection lieu of any claims Executive may have had with respect to termination benefits and, as a termination condition to the Company's obligations (if any) to pay the Termination Pay, Executive will execute and deliver the Company a general release of claims in form and substance reasonably satisfactory to the Company. Notwithstanding any provision in this Agreement as a result of Employee’s Disability unless such Disability also satisfies to the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reasoncontrary, the Company shall continue have no obligation to provide D&O tail insurance coverage pay any amounts which would otherwise be payable pursuant to Section 4 or Section 5 hereof during such times as Executive is in material breach of any material covenant or agreement of this Agreement or the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement terminationStock Based Incentive Agreements.

Termination Benefits. (a) If, within two (2) years of a Change in Control, Executive voluntarily terminates employment for Good Reason (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment, Executive shall receive: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum cash payment equal to three (3) times the sum of:Executive’s average annual compensation (based on taxable income reported in Box 1 of Executive’s Form W-2) for the five (5) preceding calendar years. Such payment shall be made not later than five (5) days following Executive’s termination of employment and shall be reduced, if necessary, to avoid an excess parachute payment as noted in paragraph (b) of this Section 3. (Aii) Continued benefit coverage under all accrued but unpaid benefits, reimbursements Bank health and Base Compensation owed to Employee welfare plans which Executive participated in as of the date of termination; and the Change in Control (Bcollectively, the “Employee Benefit Plans”) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve thirty-six (1236) months from following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of termination; providedExecutive’s termination of employment. Solely for purposes of benefits continuation under the Employee Benefit Plans, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage Executive shall be deemed to be an active employee. To the extent that benefits required to prevent impermissible discrimination under this Section 3(a) cannot be provided under the applicable medical plan, and (z) the amount terms of any Performance Bonus Employee Benefit Plan, the Bank shall enter into alternative arrangements that has been earned in a prior year but remains unpaid as of the date of terminationwill provide Executive with comparable benefits. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iiib) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) preceding provisions of this Paragraph 3(bSection 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of constitute an “disabilityexcess parachute payment” under Section 409A. 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (iv) If this Agreement is terminated for any reasonthe “Non-Triggering Amount”), the Company shall continue value of which is one dollar ($1.00) less than an amount equal to provide D&O tail insurance coverage to the Employee for the proscribed period provided three (3) times Executive’s “base amount,” as determined in the D&O insurance policy in force as accordance with said Section 280G. The allocation of the date of such Agreement terminationreduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum payment equal to the sum of: (A) all accrued but unpaid benefitsbenefits (including, but not limited to, accrued but unused vacation), reimbursements and Base Compensation owed to Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee and his dependents for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. (i) Subject i. If the Employee’s employment is terminated due to Paragraph 3(c) belowCause, within sixty (60) days of termination of Voluntary Termination, Death or Disability, then this Agreement, Agreement and the Company will pay to Employee a lump sum payment equal Employee’s employment with the Partnership shall terminate and the Partnership’s sole obligation to the sum of: Employee (or the Employee’s estate, heirs, executors, administrators, representatives and assigns) under this Agreement or otherwise shall be to: (A) all accrued pay to the Employee any Base Salary earned, but unpaid benefitsnot yet paid, reimbursements and Base Compensation owed prior to the effective date of termination, payable in accordance with the Partnership’s standard payroll practices; (B) reimburse the Employee as of for any expenses incurred by the Employee through the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(atermination in accordance with Section 3(f) above; (C) pay to the Employee (or the Employee’s estate, (xheirs, executors, administrators, representatives and assigns) a “Death Benefit” in the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of equivalent to twelve (12) months from the date of terminationmonths’ salary (less applicable withholdings and customary payroll deductions, excluding 401(k) contributions); provided, however, and (D) pay and/or provide any amounts or benefits that are vested amounts or vested benefits or that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage Employee is otherwise entitled to the extent required to prevent impermissible discrimination receive under the applicable medical any plan, and program, policy or practice (z) with the amount exception of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonusthose, if any, Employee would have received for relating to severance) on the fiscal year effective date of termination, in which this Agreement is terminated had Employee remained employed accordance with the Company. Such paymentsuch plan, if anyprogram, shall be paid as policy, or practice (clauses (A), (B), (C) and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (iiD) of this Paragraph 3(b) shall be payable in connection with a termination of sentence are collectively referred to herein as the “Accrued Obligations”). ii. If the Employee’s employment is terminated by the Partnership Without Cause, or is terminated by the Employee for Good Reason, then this Agreement as a result of and the Employee’s Disability unless such Disability also satisfies employment hereunder shall terminate and the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage Partnership’s sole obligation to the Employee for (or the proscribed period provided Employee’s estate, heirs, executors, administrators, representatives and assigns) under this Agreement or otherwise shall be to: (A) pay and/or provide to the Employee the Accrued Obligations, in accordance with the D&O insurance policy terms set forth in force Section 4(c)(i) above; and (B) subject to Section 4(c)(iii) below, during the Salary Continuation Period (as of defined below) continue to pay to the Employee his Base Salary at the rate in effect immediately prior to the effective date of such Agreement terminationtermination (the “Salary Continuation Payments”).

Termination Benefits. (i) Subject to Paragraph 3(c) below, within sixty (60) days In the event of a termination of this Agreementthe Executive -------------------- during the Employment Period, the Company will pay Employer shall provide and the Executive shall be entitled to Employee a lump sum payment equal to receive the sum offollowing: (Aa) all accrued but unpaid benefitsThe Executive shall, reimbursements notwithstanding such termination, be entitled to continue to receive salary payments and Base Compensation owed to Employee as of the date of termination; and director's fees for thirty-six (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (1236) months from the date of termination (which thirty-six month period shall be treated hereunder as a continuation of Employment Period) at the greater of (i) the rate required by Paragraph 4(a), (ii) in effect immediately prior to termination or the (iii) average annual salary received by the Executive during the five (5) calendar years immediately preceding the calendar year in which the Effective Date of this Agreement occurs. (b) The Executive shall receive a bonus payment with respect to each calendar year ending during such thirty-six (36) month period equal to the average annual cash bonus paid during the three calendar years immediately preceding the Effective Date of the Agreement, or if greater, the date of termination; provided, however, that plus a pro --- rata payment for the Company may substitute a calendar year in which such thirty-six (36) ---- month period ends based on such average annual cash payment as bonus. The bonus payments for each calendar year shall be made within 30 days of the end of the calendar year to which such bonus relates. (c) The Employer shall maintain in full force and effect for the continued benefit of the Executive and the Executive's dependents and the group and executive medical and dental plans described in Paragraph 2(e4(d)(i) for and (ii) to which Executive would have been entitled if he had remained in the cost employ of COBRA coverage the Employer through the remainder of the Employment Period (as extended in Paragraph 6(a) above), or if such continuation is not possible under the terms and provisions of such plans, programs, or arrangements, the Employer shall arrange to provide benefits substantially similar to those which the Executive (and, to the extent required applicable, his dependents) would have been entitled to prevent impermissible discrimination receive under such medical and dental plans if the Executive had remained a participant in such plans, programs or arrangements for such period. (d) Upon the expiration of the extended Employment Period, (i) coverage under the applicable medical planExecutive Medical Plan shall continue after the extended Employment Period for the life of the Executive and his spouse at no cost to such Executive or spouse, and (zii) the Executive (and, if applicable, his dependents) shall be entitled to maintain group medical and dental coverage under the continuation coverage provisions of such plans ("COBRA Coverage"), which entitlement shall, notwithstanding any other provisions of the group plan to the contrary, be subject to termination only in the event of the failure of the Executive or the dependent to timely pay the appropriate premium for such coverage, provided that such coverage shall be secondary to any group coverage (including Medicare or any government-sponsored or mandated program) subsequently obtained or covering the Executive or dependent. (e) The Employer shall pay to the Executive the value of the stock options and other equity incentives which the Executive would otherwise have received if he remained in the employ of the Employer through the remainder of the Employment Period (as extended in Paragraph 6(a) above). The "value" of such stock options shall be equal to (i) the total number of shares subject to option comprising the average of the annual option awards made by the Employer or its affiliates during such remainder of the Employment Period to individuals employed by the Employer or one of its affiliates who received option awards and whose annual base salary is not less than 90% nor more than 110% of the applicable amount of any Performance Bonus that has been earned the annual base salary and director's fee payments described in a prior year but remains unpaid Paragraph (6)(a) above (or, if there are no individuals whose annual base salary falls with such range, then those whose base salary is not less than 90% nor more than 110% of the base salary of the individual whose base salary is next highest above the annual amount described in Paragraph 6(a)) (such individuals within such range the "Comparable Individuals"), multiplied by (ii) the value per option share, determined at the time of grant using the Black-Scholes option pricing model. The "value" of restricted stock or similar equity incentive awards shall be the total number of shares covered by the average of the other equity incentive awards made by the Employer or its affiliates during the remainder of the Employment Period to Comparable Individuals who received such awards, multiplied by the value of the restricted stock or other equity unit, determined based upon the fair market value of the Employer's or affiliate's stock as of the date the grant is made to the Comparable Individuals. Payments of terminationthe amounts described in this Paragraph 6(c) shall be made on each anniversary of the Executive's termination of employment, which payments shall equal the aggregate value described above as determined by reference to the stock options, restricted stock or other equity awards made by the Employer or its affiliates in the preceding 12 months. (iif) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject The Employer shall pay to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion Executive the value of the Performance BonusEmployer's Employee's Savings Plan, if anyStock Bonus Plan, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.Executive Deferred

Termination Benefits. (ia) Subject If, during the Employment Period, the Company subjects the Employee to Paragraph 3(c) belowactual or Constructive Termination for any reason other than Cause, or if the Employee quits within 60 days on or after the first anniversary of the Merger, then the Company shall pay the Employee in a cash lump sum, within sixty (60) 5 days of the termination (receipt of notice if the termination is "Constructive"), the fully salary outlined in Section 1.3 of this Agreement due the Employee for the remainder of this Employment Period. Employer shall also, for the balance of the four-year term of this Agreement continue to provide Employee with all of the benefits described in Section 1.3(b) above. To the extent the applicable benefit plans, incentive arrangements, perquisites or programs described in Section 1.3(b) above prohibit the provision of such benefits to the Employee after termination of employment, the Employer shall pay Employee the monetary equivalent to such benefits in a cash lump sum. (b) For the purposes of this Agreement, the Company will pay to Employee a lump sum payment equal to the sum ofConstructive Termination shall mean: (Ai) all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) any reduction in Employee's status or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination.authority; (ii) If this Agreement is terminated under clause (ii), (iii), (ivany reduction of Employee's responsibilities or assignment of duties inconsistent with Employee's position or authority contemplated in Section 1.2(a) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year.above; (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result reduction of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A.'s compensation or benefits; or (iv) If this Agreement is terminated for any reason, relocation of Employee's place of employment or a requirement to travel to a substantially greater extent than required prior to the Merger. Any good faith determination by Employee that there has been a "Constructive Termination" shall be conclusive and shall be delivered to the Company in writing. (c) For the purposes of this Agreement, Cause shall continue to provide D&O tail insurance coverage mean: (i) Employee's intentional unauthorized use or disclosure of the confidential information or trade secrets of the Company, which use or disclosure causes material harm to the Employee for Company; (ii) conviction of, or a plea of "guilty" or "no contest" to, a felony under the proscribed period provided in the D&O insurance policy in force as laws of the date United States or any state thereof; or (iii) Employee's repeated intentional failure to perform assigned duties after receiving written notification from the Board of such Agreement terminationDirectors.

Termination Benefits. (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum payment equal to the sum of: (A) all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee and his dependants for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. (a) Upon any termination, the Company’s obligation to make payments hereunder shall cease upon such termination, except the Company shall pay Executive (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum payment equal to the sum of: (A) all accrued any salary earned but unpaid benefitsprior to termination, reimbursements and Base Compensation owed to Employee as (ii) any business expenses incurred but not reimbursed as, of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (ziii) any award under the amount of any Performance Bonus annual bonus program referred to in Section 3(a) that has been earned in a approved by the Compensation Committee of Parent’s Board of Directors but not paid prior year but remains unpaid as of the date of to termination. (ii) If this Agreement . In addition, if Executive’s employment is terminated under clause (ii), (iii), (iv) by the Company without Cause or (vi) of Paragraph 3(a)by the Executive for Good Reason, subject to Paragraph 3(cExecutive’s execution and delivery and non-revocation of a general release of claims in the form attached hereto as Exhibit F, and Executive’s continued compliance with his obligations under Sections 4 and 5 of this Agreement, (i) below, Employee Executive shall be entitled to paid a pro rated rata portion of the Performance Bonus, if any, Employee would have received Executive’s annual bonus for the fiscal year in which this Agreement the Executive’s termination occurs based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is terminated had Employee remained the number of days during the fiscal year of termination that the Executive is employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company and the denominator of which is 365) payable at the same time bonuses for such fiscal year. (iii) Notwithstanding year are paid to other senior executives of the foregoing, no payments under clause (i)(B) or Company and (ii) notwithstanding to the contrary any provision in the Plan or the equity agreements that is less favorable to the Executive, (A) vesting of this Paragraph 3(bequity awards then held by Executive shall continue on the schedule set forth in the equity award agreement for 12 months following the termination date and (B) vested options then held by Executive (including options that vest pursuant to the preceding clause (A)) shall be payable in connection with a remain exercisable for the earlier of (I) the 12-month period following the termination date and (II) the option termination date; provided, that no breach of Section 4 or 5 of this Agreement as a result of Employee’s Disability shall be deemed to constitute non-compliance with Section 4 or 5 unless such Disability also satisfies breach is material and, to the definition of “disability” extent curable, Executive shall have failed to cure such material breach under Section 409A. (iv) If 4 or 5 of this Agreement is terminated for any reason, within 30 days of receiving written notice from the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement terminationmaterial breach; and provided, further, that payment of any pro rata bonus pursuant to clause (i), vesting of equity awards and option exercises shall be suspended during such 30 day cure period.

Termination Benefits. (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum cash payment equal to three (3) times the sum of:Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than five (5) days following Executive’s termination of employment under this Section 3. (Aii) Continued benefit coverage under all accrued but unpaid benefits, reimbursements Bank health and Base Compensation owed to Employee welfare plans which Executive participated in as of the date of termination; andthe Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six (36) months US2008 7473006 3 following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that benefits required under this Section 3(a) cannot be provided under the terms of any Employee Benefit Plan, the Bank shall enter into alternative arrangements that will provide Executive with comparable benefits. (Bb) if Notwithstanding any other provisions of this Agreement is terminated under clause (ii)Agreement, (iii), (iv) or (vi) of Paragraph 3(a) above, in the event that (x) the amount aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of Employee’s then current Base Compensation the Code, or any successor thereof (the “Termination Benefits”), would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (y) if such Termination Benefits were reduced to an amount (the cost associated “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with COBRA family coverage Section 280G of the Code and the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (1) the amount of tax required to be paid by the Executive thereon by Section 4999 of the Code and further minus (2) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be first deducted from the cash payment due under Section 3(a) of this Agreement. Notwithstanding the foregoing, if required by regulation, the Bank shall not pay the Executive severance benefits under this Agreement in excess of three (3) times his average annual compensation (or, if required, such other amount that may be permitted by the Office of the Comptroller of the Currency pursuant to regulation or regulatory guidance). The Company’s independent public accountants will determine the value of any reduction in the payments and benefits; the Company will pay for Employee the accountants’ opinion. If the Bank and/or the Executive do not agree with the accountants’ opinion, the Bank will pay to the Executive the maximum amount of payments and benefits pursuant to this Agreement or otherwise, as selected by Executive, that the opinion indicates have a high probability of not causing any of the payments and benefits to be non-deductible and subject to the excise tax imposed under Section 4999 of the Code. The Bank may also request, and the Executive has the right to demand that, a ruling from the IRS as to whether the disputed payments and benefits have such tax consequences. The Bank will promptly prepare and file the request for a period of twelve ruling from the IRS, but in no event will the the Bank make this filing later than thirty (1230) months days from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage accountant’s opinion referred to above. The request will be subject to the extent required Executive’s approval prior to prevent impermissible discrimination under filing; the Executive shall not unreasonably withhold his approval. The Bank and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any IRS rulings, together with interest at the applicable medical plan, and (zfederal rate provided for in Section 7872(1)(2) of the amount Code. Nothing contained in this Agreement shall result in a reduction of any Performance Bonus that has been earned in a prior year but remains unpaid as of payments or benefits to which the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall Executive may be entitled upon termination of employment other than pursuant to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph Section 3(b) shall be payable in connection with hereof, or a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided reduction in the D&O insurance policy in force as of the date of such Agreement terminationpayments and benefits specified, below zero. US2008 7473006 3 .

Termination Benefits. (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum cash payment equal to 2.99 times the sum of:Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than five (5) days following Executive’s termination of employment under this Section 3. (Aii) all accrued but unpaid benefits, reimbursements Continued life insurance and Base Compensation owed to Employee non-taxable health and dental insurance coverage which Executive participated in as of the date of termination; and the Change in Control (Bcollectively, the “Employee Benefit Plans”) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve twenty-four (1224) months from following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost Executive’s termination of COBRA coverage to employment. To the extent that benefits required to prevent impermissible discrimination under this Section 3(a)(ii) cannot be provided under the applicable medical terms of any Bank health and welfare plan, and (z) the amount Bank shall pay the Executive the value of any Performance Bonus that has been earned such benefits in a prior year but remains unpaid as single cash lump sum distribution within ten (10) calendar days following the Executive’s termination of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year.employment; and (iii) Notwithstanding the foregoing, no in the event the Executive is a Specified Employee (as defined herein), then, solely, to the extent required to avoid penalties under Code Section 409A, the Executive’s payments under clause shall be delayed until the first day of the seventh month following the Executive’s Separation from Service. A “Specified Employee” shall be interpreted to comply with Code Section 409A and shall mean a key employee within the meaning of Code Section 416(i) (i)(Bwithout regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Company is publicly traded. (b) or (ii) Notwithstanding the preceding provisions of this Paragraph 3(bSection 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of constitute an “disabilityexcess parachute payment” under Section 409A. 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (iv) If this Agreement is terminated for any reasonthe “Non-Triggering Amount”), the Company value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall continue be determined by Executive, provided however that if it is determined that such election by the Executive shall be in violation of Code Section 409A, the cash severance payable pursuant to provide D&O tail insurance coverage Section 3 hereof shall be reduced by the minimum amount necessary to result in no portion of payments and benefits payable to the Employee for Bank under Section 3 being nondeductible to the proscribed period provided in the D&O insurance policy in force as Bank pursuant to Section 280G of the date Code and subject to excise tax imposed under Section 4999 of such Agreement terminationthe Code.

Termination Benefits. If Employee’s employment is terminated by (1) the Company pursuant to Section 12(a) of this Agreement for any reason noted above other than by the Company for “cause” or (2) by Employee for “Good Reason”, Employee will be entitled to receive the following benefits as severance (the “Severance Benefits”): (i) Subject Twelve (12) months salary at Employee’s then current annual salary level (agreed contributions will be considered as part of Employee’s salary). The Company shall also maintain the medical and dental insurance coverage mentioned in paragraph nine (9) above for this period; (ii) payment of any salary, expenses, allowances and benefits accrued by Employee up to Paragraph 3(cthe date of the termination; (iii) below, within sixty (60) days the immediate vesting and release without restriction as of the date of termination of this Agreementany stock options or other equity securities of the Company granted by the Company to Employee. In addition all outstanding options granted by the Company to Employee shall remain exercisable for their full term (but in no event more than 10 years from the date of grant); (iv) If the Company gives Employee notice of termination other than for “cause,” or if Employee gives the Company notice of termination for “Good Reason,” in either case within one (1) year after a change of control has occurred, the Company Severance Benefit will pay be extended by six (6) months to a total of eighteen (18) months. If Employee’s employment is terminated by Employee a lump sum payment equal for any reason pursuant to Section 12(a) noted above other than for “Good Reason”, Employee will be entitled to receive the sum offollowing benefits as termination benefits after the notice period: (Ai) all Six (6) months’ salary at Employee’s then current annual salary level (agreed contributions will be considered as part of Employee’s salary). The Company will also maintain the medical and dental insurance coverage mentioned in paragraph nine (9) above for this period; (ii) payment of any salary, expense, allowances and benefits accrued but unpaid benefits, reimbursements and Base Compensation owed by Employee up to Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation immediate vesting and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid release without restriction as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) termination of any stock options or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion equity securities of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid Company granted by the Company for such fiscal yearto Employee. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. (a) The Executive shall be entitled to the severance and benefits provided for in this Section 3 if either in connection with or following a Change in Control (as herein defined) during the term of this Agreement: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Executive is terminated by the Company will or its successor, other than for Cause; or (ii) the Executive is Constructively Discharged. The Executive shall be entitled to severance pay to Employee a lump sum payment or liquidated damages, or both, equal to the sum of: : (A) all accrued but unpaid benefitsthe annual average of the two (2) preceding years' base salary calculated for the two year period immediately preceding the date such amount is to be determined; plus (B) the highest bonus paid to the Executive during the two preceding years, reimbursements calculated for the two year period immediately preceding the date such amount is to be determined; plus (C) the sum of the Company's and Base Compensation owed Bank's contributions to the Bank's Employee Stock Ownership Plan and the Bank's 401(k) Plan (and not the Executive's contributions to the Bank's 401(k) Plan) made on behalf of the Executive for the two year period immediately preceding the date such amount is to be determined, divided by two (2). For purposes of determining base salary under this Subsection, the Executive shall be deemed to have been paid during any period of leave at the base salary rate in effect as of the date the leave commenced. In addition, if Executive shall have been employed by the Bank for less than one (1) year as of termination; andthe date any amount hereunder is to be determined, then the amounts under (A) and (C) above shall be determined by annualizing the amounts paid, and if Executive shall have been employed by the Bank for more than one (1) year but less than two (2) years, then the amounts under (A) and (C) above shall be determined after annualizing the amounts paid during the second year of employment. (Bb) if this Agreement is terminated In addition to the amount determined under clause subsection (iia), the Company shall cause to be continued the Executive's life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for the Executive prior to Executive's termination. Such coverage shall cease upon the expiration of the earlier of: (iii), (ivi) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from months; or (ii) Executive's employment by another employer and coverage under plans that provided Executive with substantially identical coverage. (c) The amount payable under subsection (a) hereof shall be paid to the date Executive, or in the event of terminationExecutive's subsequent death, his beneficiary or beneficiaries, or his estate as the case may be. Payment shall be made in one lump sum within ten (10) business days of the Executive's Date of Termination; provided, however, that the Executive may elect, prior to termination of employment and the right to receive any amounts hereunder, to have the amount payable in equal monthly installments over twelve (12) months. (d) Notwithstanding the preceding paragraphs of this Section 3 and except as provided in this subsection (d), in the event that it shall be determined that any payment, benefit or other entitlement under this Agreement and any other plan or arrangement of the Bank or the Company may substitute (the "Total Payments") would constitute an "Excess Parachute Payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and thereby be subject to the excise tax imposed by Section 4999 of the Code or any similar successor provision or any interest or penalties with respect to such excise tax (collectively the "Excise Tax"), then, except in the case of a cash de Minimus Excess Amount (as defined below), the Executive shall be entitled to receive an additional payment as described (a "Gross-Up Payment") in Paragraph 2(e) an amount such that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll and excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). If, at a later date, the Internal Revenue Service assesses a deficiency against the Executive for the cost of COBRA coverage Excise Tax which is greater than that which was determined at the time such amounts were paid, then the Company shall pay to the extent required Executive the amount of such unreimbursed Excise Tax plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a result of such assessment, including all such taxes with respect to prevent impermissible discrimination any such additional amount. The highest marginal tax rate applicable to individuals at the time of the payment of such amounts will be used for purposes of determining the federal and state income and other taxes with respect thereto. The Company shall withhold from any amounts paid under the applicable medical plan, and (z) this Agreement the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as Excise Tax or other federal, state or local taxes then required to be withheld. Computations of the date amount of termination. the Gross-Up Payment paid under this subparagraph shall be conclusively made by the Company's independent accountants, in consultation, if necessary, with the Company's independent legal counsel. If, after the Executive receives any Gross-Up Payment or other amount pursuant to this subparagraph, the Executive receives any refund with respect to the Excise Tax, the Executive shall promptly pay the Company the amount of such refund within ten (ii10) If this Agreement days of receipt by the Executive. Notwithstanding the foregoing, in the event that the amount by with the present value of the Total Payments which would constitute an Excess Parachute Payment is terminated under clause (ii)less than 3% of the Total Payments, (iii), (iv) or (vi) of Paragraph 3(a), subject then such Excess Parachute Payment shall be deemed to Paragraph 3(c) below, Employee be a "de Minimus Excess Amount" and the Executive shall not be entitled to a pro rated portion Gross-Up Payment. In such a case, the Total Payments will be reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with Code Section 280G; provided that such reduction shall not be made unless the Non-Triggering Amount would be greater than the aggregate value of the Performance Bonus, if any, Employee would have received for Total Payments (without such reduction) minus the fiscal year in which this Agreement is terminated had Employee remained employed with amount of Excise Tax required to be paid by Executive thereon. The allocation of the Company. Such payment, if any, reduction required by the preceding sentence shall be paid as and when Performance Bonuses are paid determined by the Company for such fiscal yearExecutive. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. (a) If, within one (1) year of a Change in Control, Executive voluntarily terminates her employment with the Bank or the Company or if the Bank or the Company involuntarily terminates her employment, Executive shall receive: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum cash payment equal to three (3) times the sum of:Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than five (5) days following Executive’s termination of employment under this Section 3. (Aii) Continued benefit coverage under all accrued but unpaid benefits, reimbursements Bank health and Base Compensation owed to Employee welfare plans which Executive participated in as of the date of termination; and the Change in Control (Bcollectively, the “Employee Benefit Plans”) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve thirty-six (1236) months from following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) Executive’s termination of employment. Solely for the cost purposes of COBRA coverage to the extent required to prevent impermissible discrimination benefits continuation under the applicable medical planEmployee Benefit Plans, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of terminationExecutive shall be deemed to be an active employee. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iiib) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) preceding provisions of this Paragraph 3(bSection 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of constitute an “disabilityexcess parachute payment” under Section 409A. 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (iv) If this Agreement is terminated for any reasonthe “Non-Triggering Amount”), the Company shall continue value of which is one dollar ($1.00) less than an amount equal to provide D&O tail insurance coverage to the Employee for the proscribed period provided three (3) times Executive’s “base amount,” as determined in the D&O insurance policy in force as accordance with said Section 280G. The allocation of the date of such Agreement terminationreduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. (a) If, within one (1) year of a Change in Control, Executive voluntarily terminates her employment with the Bank or the Company or if the Bank or the Company involuntarily terminates her employment, Executive shall receive: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum cash payment equal to two (2) times the sum of:Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than five (5) days following Executive’s termination of employment under this Section 3. (Aii) Continued benefit coverage under all accrued but unpaid benefits, reimbursements Bank health and Base Compensation owed to Employee welfare plans which Executive participated in as of the date of termination; and the Change in Control (Bcollectively, the “Employee Benefit Plans”) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve twenty-four (1224) months from following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) Executive’s termination of employment. Solely for the cost purposes of COBRA coverage to the extent required to prevent impermissible discrimination benefits continuation under the applicable medical planEmployee Benefit Plans, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of terminationExecutive shall be deemed to be an active employee. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iiib) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) preceding provisions of this Paragraph 3(bSection 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of constitute an “disabilityexcess parachute payment” under Section 409A. 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (iv) If this Agreement is terminated for any reasonthe “Non-Triggering Amount”), the Company shall continue value of which is one dollar ($1.00) less than an amount equal to provide D&O tail insurance coverage to the Employee for the proscribed period provided three (3) times Executive’s “base amount,” as determined in the D&O insurance policy in force as accordance with said Section 280G. The allocation of the date of such Agreement terminationreduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. (a) If, within one (1) year of a Change in Control, Executive voluntarily terminates his employment with the Bank or the Company or if the Bank or the Company involuntarily terminates his employment, Executive shall receive: (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum cash payment equal to two (2) times the sum of:Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than five (5) days following Executive’s termination of employment under this Section 3. (Aii) Continued benefit coverage under all accrued but unpaid benefits, reimbursements Bank health and Base Compensation owed to Employee welfare plans which Executive participated in as of the date of termination; and the Change in Control (Bcollectively, the “Employee Benefit Plans”) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve twenty-four (1224) months from following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) Executive’s termination of employment. Solely for the cost purposes of COBRA coverage to the extent required to prevent impermissible discrimination benefits continuation under the applicable medical planEmployee Benefit Plans, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of terminationExecutive shall be deemed to be an active employee. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iiib) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) preceding provisions of this Paragraph 3(bSection 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of constitute an “disabilityexcess parachute payment” under Section 409A. 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (iv) If this Agreement is terminated for any reasonthe “Non-Triggering Amount”), the Company shall continue value of which is one dollar ($1.00) less than an amount equal to provide D&O tail insurance coverage to the Employee for the proscribed period provided three (3) times Executive’s “base amount,” as determined in the D&O insurance policy in force as accordance with said Section 280G. The allocation of the date of such Agreement terminationreduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. Section 4(c) of the Agreement is superseded and replaced in its entirety to read as follows: “If (i) Subject the Company terminates your employment at any time (A) other than for Cause (as defined below) or (B) due to Paragraph 3(ca disability, or (ii) you voluntarily terminate your employment for Good Reason (as defined below), within sixty then, subject to your execution of a release of claims in favor of the Company in the form attached hereto as Exhibit A, which release becomes effective in accordance with its terms on or before the thirtieth (6030th) days of day following your termination of this Agreementemployment, the Company will pay then you shall be entitled to Employee (w) a lump sum payment equal to the sum of: of twelve (A12) months of your base salary plus one year of your target bonus (both at the rate in effect on your termination of employment), together with any base salary accrued through your termination date payable on the thirtieth (30th) day following such termination of employment, (x) either a lump sum payment equal to the value of twelve (12) months of COBRA coverage payable on the thirtieth (30th) day following your termination of employment or direct payment of your premiums for health care continuation coverage under the applicable provisions of COBRA, provided that you elect to continue and remain eligible for these benefits under COBRA, and do not become covered through another employer’s health plan during this period, and provided further the election as to lump sum payment or direct payments of COBRA premiums pursuant to this subsection (x) must be made at the time of termination, (y) twenty-four (24) months accelerated vesting of your Initial Grant and all accrued but unpaid benefitsother equity grants that you received from the Company prior to such termination of employment, reimbursements and Base Compensation owed provided that with respect to Employee (i)(a) any outstanding awards of performance-based restricted stock units for which the number of earned restricted stock units has not been determined as of the date of termination; and , the number of performance-based restricted stock units that will become earned for purposes of vesting shall be determined based on actual performance of the applicable performance metrics, as, and at such time as, determined by the Compensation Committee of the Board of Directors, and shall be settled as soon as practicable following such determination (B) if this Agreement is terminated under clause but no later than two and a half (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (122 1/2) months from after the fiscal year in which the termination date of terminationoccurs); provided, however, that, if such termination of employment occurs within one year following the consummation of a Change of Control (as such term is defined in the 2007 Equity Incentive Plan of Xilinx, Inc.), the number of performance-based restricted stock units that will become earned for purposes of vesting instead shall be the Company may substitute a cash payment as described target number of restricted stock units set forth in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical planaward agreement and (b) with respect to any earned restricted stock units that are subject to “cliff” vesting on one or more anniversaries of the date of grant, solely for purposes of determining the number of earned restricted stock units that shall vest upon termination, the performance-based restricted stock units shall be treated as instead being subject to monthly vesting in equal installments from the applicable date of grant and you shall become vested in that number of earned restricted stock units that would have vested during the period commencing from the date of grant and continuing up to your termination date and during an additional the twenty-four (24) month period following your termination date and (ii) any outstanding awards of restricted stock units that are not subject to performance metrics and that are subject to “cliff” vesting on one or more anniversaries of the date of grant, solely for purposes of determining the number of such restricted stock units that shall vest upon termination, such restricted stock units shall be treated as instead being subject to monthly vesting in equal installments from the applicable date of grant and you shall become vested in that number of restricted stock units that would have vested during the period commencing from the date of grant and continuing up to your termination date and during an additional twenty-four (24) month period following your termination date, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated rata portion of your bonus for the Performance Bonusfiscal year of such termination of employment, if any, Employee would have received payable at the same time the Company pays annual bonuses to other executive officers for such fiscal year (but no later than two and a half (2 1/2) months after the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such paymenttermination date occurs) based on (I) your termination date, if any, shall be paid as and when Performance Bonuses are paid (II) the determination by the Company for such fiscal year. Compensation Committee whether company performance objectives have been met, and (iiiIII) Notwithstanding the foregoingan assumption that any individual MBO has been achieved at 100%. Additionally, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall you will be payable in connection with a termination of this Agreement required to tender your resignation as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as member of the date of such Agreement terminationBoard.”

Termination Benefits. (i) Subject to Paragraph 3(c) below, within sixty (60) days In the event of a termination of this Agreementthe Executive during the Employment Period, the Company will pay Employer shall provide or shall cause one or more of its affiliates to Employee provide, and the Executive shall, upon execution of a lump sum payment equal Release and Severance Agreement in the form attached hereto as Appendix A, shall be entitled to receive the sum offollowing: (Aa) all accrued but unpaid benefitsThe Executive shall, reimbursements and Base Compensation owed notwithstanding such termination, be entitled to Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage continue to receive salary payments for Employee for a period of twelve (12) months from the date of termination; providedtermination (which twelve month period shall be treated hereunder as a continuation of Employment Period) based on the rate of annual salary in effect pursuant to Paragraph 4 of this Agreement, however, provided that the Company may substitute a cash payment as described payments pursuant to this Paragraph 7(a) shall be subject to reduction in accordance with Paragraph 2(e8(a). (b) for the cost Payment of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year all accrued but remains unpaid deferred bonuses as of the Effective Date of this Agreement, or if later, the date of termination, which payments shall be made in installments on such dates and in such amounts as such bonuses would have been paid notwithstanding such termination. (iic) If this Agreement is terminated under clause The Executive (ii)and, (iii)if applicable, (ivExecutive's dependents) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion maintain group medical and dental coverage under the continuation coverage provisions of such plans ("COBRA Coverage"), which entitlement shall, notwithstanding any other provisions of the Performance Bonusgroup plan to the contrary, be subject to termination only in the event of the failure of the Executive or the dependent to timely pay the appropriate premium for such coverage, provided, that the Employer shall pay on behalf of the Executive (and, if anyapplicable, Employee would have received the Executive's dependents) the appropriate premium for the fiscal year in which this Agreement first 12 months of such coverage, and, provided further that such coverage shall be secondary to any group coverage (including Medicare or any government-sponsored or mandated program) subsequently obtained or covering the Executive or dependent. The Executive agrees that if she is terminated had Employee remained employed and receives the benefits set forth in this paragraph 7, she will not recruit or solicit any employees of the Employer or the Employer's subsidiaries to leave the employment of the Employer or the Employer's subsidiaries nor shall she solicit any customers of the Employer or the Employer's subsidiaries to cease doing business with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by Employer or the Company for such fiscal year. (iii) Notwithstanding Employer's subsidiaries during the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.Employment Period,

Termination Benefits. If Employee’s employment is terminated by (1) the Company pursuant to Section 12(a) of this Agreement for any reason noted above other than by the Company for “cause” or (2) by Employee for “Good Reason”, Employee will be entitled to receive the following benefits as severance (the “Severance Benefits”): (i) Subject Twelve (12) months salary at Employee’s then current annual salary level (agreed contributions will be considered as part of Employee’s salary). The Company shall also maintain the medical and dental insurance coverage mentioned in paragraph nine (9) above for this period; (ii) payment of any salary, expenses, allowances and benefits accrued by Employee up to Paragraph 3(cthe date of the termination; (iii) below, within sixty (60) days the immediate vesting and release without restriction as of the date of termination of this Agreement, any equity securities of the Company will pay granted by the Company to Employee. In addition all outstanding options granted by the Company to Employee shall go to their full term; (iv) If the Company gives the notice within one (1) year after a lump sum payment equal change of control has occurred the Severance Benefit will be extended with six (6) months to a total of eighteen (18) months. If Employee’s employment is terminated by Employee for any reason pursuant to Section 12(a) noted above other than for “Good Reason”, Employee will be entitled to receive the sum offollowing benefits as termination benefits after the notice period: (Ai) all Six (6) months’ salary at Employee’s then current annual salary level (agreed contributions will be considered as part of Employee’s salary). The Company will also maintain the medical and dental insurance coverage mentioned in paragraph nine (9) above for this period; (ii) payment of any salary, expense, allowances and benefits accrued but unpaid benefits, reimbursements and Base Compensation owed by Employee up to Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation immediate vesting and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid release without restriction as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) termination of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion any equity securities of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid Company granted by the Company for such fiscal yearto Employee. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. a. In further consideration for Executive’s agreement to execute the PDI Confidentiality, Non-Solicitation and Covenant Not to Compete Agreement (the “Confidentiality Agreement”), the Company agrees that if it terminates the Executive’s employment without Cause (as defined below) or if the Executive terminates his employment as provided for in Section 2b hereof, and, in either instance, the Executive executes and does not revoke the PDI Agreement and General Release given to him upon such termination in substantially the form annexed to this Agreement as Exhibit A, then: (i) Subject to Paragraph 3(c) belowif such termination occurs on or before May 11, within sixty (60) days of termination of this Agreement, 2007 the Company will pay to Employee Executive shall be paid a lump sum payment equal to the sum of: (A) all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period product of twelve (12) times his Base Monthly Salary (as defined below), plus (z) any cash incentive compensation paid to the Executive during his employment with the Company or any unpaid portion of any guaranteed incentive compensation on a pro rata basis, without regard to any requirements that the Executive be employed by the Company on any given date in order to be eligible to receive such incentive compensation (the “Year 1 Severance Payment”); or (ii) if such termination occurs after May 11, 2007 the Executive shall be paid a lump sum payment equal to (y) the product of eighteen (18) times his Base Monthly Salary, plus (z) the average cash incentive compensation paid to the Executive during the most recent three years immedi-ately preceding the termination date for which such incentive compensation was paid, or such shorter period, if applicable (the “Subsequent Year Severance Payment”). In the event that the Company is obligated to pay the Executive either the Year 1 Severance Payment or the Subsequent Year Severance Payment (collectively, the “Severance Payment”), in addition to such payment the Company shall pay for the continuation of the Executive’s health and welfare benefits under COBRA (the “COBRA Benefit”) for the lesser of (i) twelve (12) months from in the date event that the Company is obligated to pay the Executive the Year 1 Severance Payment or for eighteen (18) months in the event that the Company is obligated to pay the Executive the Subsequent Year Severance Payment, or (ii) until the Executive is eligible for participation in the health insurance plan of terminationany successor employer of the Executive. All payments due hereunder shall be subject to withholding for applicable federal, state and local income and employment related taxes. In the event of any termination of the Executive’s employment with the Company, the Executive shall continue to be bound by the confidentiality, non-solicitation, non-competition and other provisions set forth in the Confidentiality Agreement for the periods set forth therein. The Company shall have no obligation to accelerate the vesting of any equity based compensation that may be held by the Executive. No termination benefits will be paid if the Executive resigns or terminates his employment for any reason other than as set forth in Section 2b below or if the Company terminates the Executive’s employment for Cause (as defined below) as determined by the Board (or a committee of the Board). b. Subject to the terms and conditions set forth in Section 2a above, the Executive shall be entitled to the Severance Payment and the COBRA Benefit if he terminates his employment: (a) as a result of (i) a material reduction in, or the assignment of duties to the Executive which would be materially inconsistent with, the Executive’s responsibilities, duties and authorities as Chief Executive Officer of the Company, which continues unremedied for a period of ten (10) business days after the Executive has given written notice to the Company of same, (ii) a material breach by the Company of any of the terms or conditions of this Agreement, which continues unremedied for a period of ten (10) business days after the Executive has given written notice to the Company of same, (iii) a reduction in the Executive’s then current annual base salary or failure to pay any material amount owing to or to provide a material benefit owing to the Executive at the time such amount or benefit is due, which continues unremedied for a period of ten (10) business days after the Executive has given written notice to the Company of same; or (b) within two years following the occurrence of a Change in Control because (i) the Executive suffers an adverse change in his title or responsibilities, (ii) the Executive suffers a reduction in his then current annual base salary (unless such reduction is made in connection with a pro rata reduction in the annual base salaries of all of the Company’s senior executives); provided, however, that the Company may substitute a cash payment as described in Paragraph 2(ewith respect to items (i) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (ii)above, (iii), (iv) or (vi) within 30 days of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid written notice by the Executive, the Company for has not cured such fiscal year. material adverse change or reduction, or (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement Executive is required to relocate as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as a relocation of the date of such Agreement terminationCompany’s office location in New Jersey more than 50 miles from its current location.

Termination Benefits. (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreementon the 60th day following the Termination Date, the Company will pay to Employee a lump sum payment equal to the sum of: (A) all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), or (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s 's then current Base Compensation and for a period of six (6) months from the date of termination, (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a lesser cash payment as described in Paragraph 2(e2(f) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), or (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s 's Disability unless such Disability also satisfies the definition of “"disability” " under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. In the event the Executive terminates this Agreement pursuant to Section 6(c)(1) above, or the Company terminates this Agreement for any reason other than for Cause, as defined in Section 6(a)(2) above, then: a. The Executive shall be entitled to receive from the Company for a period of two (i2) Subject to Paragraph 3(c) below, within sixty (60) days years from the effective date of termination of this Agreementthe termination, the Company will pay to Employee a lump sum payment equal to the sum offollowing: (A1) all accrued but unpaid benefits, reimbursements and Base Compensation owed All amounts that otherwise would have been paid to Employee the Executive as a Fee at the annual rate in effect immediately prior to such termination event (disregarding any reduction in such rate giving rise to a termination of the date of terminationExecutive's Employment); and (B2) if this Agreement is terminated under clause Annual amounts equal to the bonus earned by the Executive during the fiscal year ended on or immediately before such termination event but in no event less than the Minimum Bonus based on the Fee at the annual rate in effect immediately prior to such termination event (iidisregarding any reduction in bonus giving rise to a termination of the Executive's Employment), ; b. The Executive's Employment shall nevertheless be deemed to continue during the two (iii), (iv2) or (vi) of Paragraph 3(ayear period referred to in Section 7(a) above, for purposes of determining: (xi.) the amount of Employee’s then current Base Compensation and benefits the Executive would be entitled to as provided in Section 5 (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; providedc), however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical planabove, and (zii.) the amount of monthly automobile lease allowance and expenses the Executive would be entitled to as provided in Section 5(e), above. c. The Executive shall be deemed fully vested in any Performance Bonus that has been earned in a prior year but remains unpaid as stock options granted under any stock option plans of the date of Company and payouts under any Company Profit Sharing Plans that would otherwise be forfeited upon the Executive's termination. d. If the Executive shall die or become disabled after the termination event, such death or disability shall not diminish or impair his (iior his legal representatives' or other successors') If right to receive the payments and benefits provided for in this Agreement is terminated under clause (ii), (iii), (iv) or (vi) Section 7. e. The provisions of Paragraph 3(a), subject to Paragraph 3(c) below, Employee this Section 7 shall not be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid affected by the Company for such fiscal year. (iii) Notwithstanding commencement by the foregoing, no payments under clause (i)(B) or (ii) Executive of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies new employment after the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. (i) Subject to Paragraph 3(c) belowIf, within sixty (60) days of termination during the term of this Agreement, Executive’s employment with the Company will pay to Employee a lump sum payment equal shall be terminated, Executive shall be entitled to the sum offollowing compensation and benefits: (Aa) If Executive’s employment with the Company shall be terminated (i) by the Company for Cause or Disability, (ii) by reason of Executive’s death, or (iii) by Executive other than for Good Reason, the Company shall pay to Executive the Accrued Compensation. (b) If Executive’s employment with the Company shall be terminated for any reason other than as specified in Section 5.1(a) (including, but not limited to, Executive’s termination for Good Reason), Executive shall be entitled to the following: (i) the Company shall pay Executive all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as of the date of terminationAccrued Compensation; and (Bii) if this Agreement is terminated under clause (ii)the Company shall pay Executive as severance pay, and in lieu of any further compensation, the amounts set forth in Sections 4.1 and 4.2 which Executive would have received through the end of the Continuing Period had the Executive’s employment not been terminated; (iii)) until March 31, 2006, Executive shall continue to have such rights with respect to benefits provided by the Company, including without limitation life insurance, disability, medical, dental and hospitalization benefits and pension and retirement benefits as the Company’s senior executives; and (iv) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to Executive under the Company’s stock option and other stock incentive plans or under any other incentive plan or arrangement shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to Executive shall become immediately exercisable and shall become 100% vested and all performance units granted to Executive shall become 100% vested. (vic) The payments and vesting set forth in Sections 5.1(b) (ii through iv) shall be and are expressly conditioned on Executive’s execution of, on or after the Termination Date, and non-revocation of Paragraph 3(athe release, attached as Exhibit A, and shall be effective only as of the passage of the revocation period. The amounts provided for in Sections 5.1(a) above, (xand 5.1(b)(i) the amount of Employee’s then current Base Compensation and (yii) the cost associated with COBRA family coverage for Employee for shall be paid in a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a single lump sum cash payment as described in Paragraph 2(ewithin thirty (30) for days after the cost of COBRA coverage to the extent Termination Date (or earlier, if required by applicable law). (d) The Executive shall not be required to prevent impermissible discrimination under the applicable medical plan, and (z) mitigate the amount of any Performance Bonus that has been earned payment provided for in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (iiby seeking other employment or otherwise and, except as set forth in Section 5.1(b)(iii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee no such payment shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid offset or reduced by the Company for such fiscal yearamount of any compensation or benefits provided to Executive in any subsequent employment. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. Section 4(c) of the Agreement is superseded and replaced in its entirety to read as follows: “If (i) Subject the Company terminates your employment at any time (A) other than for Cause (as defined below) or (B) due to Paragraph 3(ca disability, or (ii) you voluntarily terminate your employment for Good Reason (as defined below), within sixty then, subject to your execution of a release of claims in favor of the Company in the form attached hereto as Exhibit A, which release becomes effective in accordance with its terms on or before the thirtieth (6030th) days of day following your termination of this Agreementemployment, the Company will pay then you shall be entitled to Employee (w) a lump sum payment equal to the sum of: of twelve (A12) months of your base salary plus one year of your target bonus (both at the rate in effect on your termination of employment), together with any base salary accrued through your termination date payable on the thirtieth (30th) day following such termination of employment, (x) either a lump sum payment equal to the value of twelve (12) months of COBRA coverage payable on the thirtieth (30th) day following your termination of employment or direct payment of your premiums for health care continuation coverage under the applicable provisions of COBRA, provided that you elect to continue and remain eligible for these benefits under COBRA, and do not become covered through another employer’s health plan during this period, and provided further the election as to lump sum payment or direct payments of COBRA premiums pursuant to this subsection (x) must be made at the time of termination, (y) twenty-four (24) months accelerated vesting of your Initial Grant and all accrued but unpaid benefitsother equity grants that you received from the Company prior to such termination of employment, reimbursements and Base Compensation owed provided that with respect to Employee (i) (a) any outstanding awards of performance-based restricted stock units for which the number of earned restricted stock units has not been determined as of the date of termination; and , the number of performance-based restricted stock units that will become earned for purposes of vesting shall be determined based on actual performance of the applicable performance metrics, as, and at such time as, determined by the Compensation Committee of the Board of Directors, and shall be settled as soon as practicable following such determination (Bbut no later than two and a half (2 1/2) if this Agreement is terminated under clause (ii), (iii), (ivmonths after the fiscal year in which the termination date occurs) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (yb) any earned restricted stock units that are subject to “cliff” vesting on one or more anniversaries of the cost associated with COBRA family coverage date of grant, solely for Employee for a purposes of determining the number of earned restricted stock units that shall vest upon termination, the performance-based restricted stock units shall be treated as instead being subject to monthly vesting in equal installments from the applicable date of grant and you shall become vested in that number of earned restricted stock units that would have vested during the period of twelve (12) months commencing from the date of grant and continuing up to your termination date and during an additional twenty-four (24) month period following your termination date and (ii) any outstanding awards of restricted stock units that are not subject to performance metrics and that are subject to “cliff” vesting on one or more anniversaries of the date of grant, solely for purposes of determining the number of such restricted stock units that shall vest upon termination, such restricted stock units shall be treated as instead being subject to monthly vesting in equal installments from the applicable date of grant and you shall become vested in that number of restricted stock units that would have vested during the period commencing from the date of grant and continuing up to your termination date and during an additional twenty-four (24) month period following your termination date, and (z) a pro rata portion of your bonus for the fiscal year of such termination of employment, payable at the same time the Company pays annual bonuses to other executive officers for such fiscal year (but no later than two and a half (2 ½) months after the fiscal year in which the termination date occurs) based on (I) your termination date, (II) the determination by the Compensation Committee whether company performance objectives have been met, and (III) an assumption that any individual MBO has been achieved at 100%; provided, however, that that, if such termination of employment occurs within ninety (90) days prior to, or two years following, the Company may substitute consummation of a cash payment Change of Control (as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement such term is terminated under clause (iidefined below), (iii1) the lump sum payment in (w), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if anyabove, shall be paid increased to twenty-four (24) months of your base salary plus two years of your target bonus; (2) you shall receive 100% accelerated vesting of all of your equity awards (including, without limitation, stock options and restricted stock units) that are unvested and outstanding as and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a your termination of this Agreement as a result employment and which would otherwise become vested based solely on the passage of Employee’s Disability unless such Disability also satisfies time and performance of services (and not in whole or in part on the definition future attainment of “disability” under Section 409A. performance targets); (iv3) If this Agreement any restricted stock unit awards held by you at the time of your termination of employment the earning or vesting of which is terminated for any reason, dependent in whole or in part on the Company attainment of performance targets shall continue become vested with respect to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as 100% of the date target number of such Agreement termination.restricted stock units which have not yet otherwise been earned at the time of your termination of employment;

Termination Benefits. If Employee’s employment is terminated by (1) the Company pursuant to Section 12(a) of this Agreement for any reason noted above other than by the Company for “cause” or (2) by Employee for “Good Reason”, Employee will be entitled to receive the following benefits as severance (the “Severance Benefits”): (i) Subject Twelve (12) months salary at Employee’s then current annual salary level (agreed contributions will be considered as part of Employee’s salary) plus an amount equal to Paragraph 3(c25% of Twelve Months Salary. The Company shall also maintain the medical and dental insurance coverage mentioned in paragraph nine (9) belowabove for said twelve-month period; (ii) payment of any salary, within sixty expenses, allowances and benefits accrued by Employee up to the date of the termination; (60iii) days the immediate vesting and release without restriction as of the date of termination of this Agreementany stock options or other equity securities of the Company granted by the Company to Employee. In addition all outstanding options granted by the Company to Employee shall remain exercisable for their full term (but in no event more than 10 years from the date of grant); (iv) If the Company gives Employee notice of termination other than for “cause,” or if Employee gives the Company notice of termination for “Good Reason,” in either case within one (1) year after a change of control has occurred, the Company Severance Benefit will pay be extended by six (6) months to a total of eighteen (18) months. If Employee’s employment is terminated by Employee a lump sum payment equal for any reason pursuant to Section 12(a) noted above other than for “Good Reason”, Employee will be entitled to receive the sum offollowing benefits as termination benefits after the notice period: (Ai) all Six (6) months’ salary at Employee’s then current annual salary level (agreed contributions will be considered as part of Employee’s salary). The Company will also maintain the medical and dental insurance coverage mentioned in paragraph nine (9) above for this period; (ii) payment of any salary, expense, allowances and benefits accrued but unpaid benefits, reimbursements and Base Compensation owed by Employee up to Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation immediate vesting and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid release without restriction as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) termination of any stock options or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion equity securities of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid Company granted by the Company for such fiscal yearto Employee. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.

Termination Benefits. (a) In the event Employee’s employment is terminated without Cause by the Company or by the Employee for Good Cause (as defined below) and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation”) and that Employee satisfies the Conditions by the Deadline (each as defined below), Employee will be entitled to (i) Subject an amount equivalent to Paragraph 3(ceighteen (18) belowmonths (the “Severance Period”) of Employee’s base salary (which severance payments shall not be at less than his initial base salary rate set forth in paragraph 2 above), payable pursuant to Company’s normal payroll procedure during the Severance Period, which shall be paid beginning on the Company’s first normal payroll date that occurs on or after the Deadline, and (ii) direct payment by the Company to the COBRA administrator for continuing Employee’s medical, dental and vision coverage for himself and his dependents under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the Severance Period, provided Employee makes a timely election for such continued coverage, and (iii) accelerated vesting of any unvested equity, including stock options and restricted stock, that has vesting dates within one year from the date of Employee’s termination, (clauses (i) and (ii) and (iii), collectively, the “Severance Pay”). The Severance Pay shall be conditioned upon (A) timely execution by Employee of a general release of claims (the “Release”) in a form reasonably acceptable to the Company and the non-revocation and effectiveness of such Release, (B) voluntary resignation from all of Employee’s positions with the Company, and (C) continued compliance with the provisions of this Agreement, including the covenants contained in Sections 4, 5 and 6 of this Agreement (collectively, the “Conditions”), in each case within sixty (60) days of termination of this Agreement, following Employee’s Separation (the Company will pay to Employee a lump sum payment equal to the sum of:“Deadline”). (Ab) all accrued but unpaid benefits, reimbursements and Base Compensation owed to In the event Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) without Cause or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated Employee voluntarily terminates his employment in connection with COBRA family coverage for Employee for a period of or within twelve (12) months from the date following a Change of termination; provided, however, that Control of the Company may substitute and provided that such termination constitutes a cash payment as Separation and Employee satisfies the Conditions by the Deadline, he will be entitled to the Severance Pay described in Paragraph 2(e) for the cost of COBRA coverage and subject to the extent required to prevent impermissible discrimination under the applicable medical planprovisions of paragraph 8(a) above. Additionally, and (z) notwithstanding Section 8(a)(iii), he will be entitled to all equity vesting acceleration as set forth in the amount of any Performance Bonus that has been earned Consulting Letter Agreement referenced in a prior year but remains unpaid as of the date of terminationrecitals to this Agreement. (iic) If this Agreement In the event Employee’s employment is terminated by the Company at any time with Cause, he will not be entitled to Severance Pay, pay in lieu of notice or any other such compensation (other than earned but unpaid salary and benefits, including any accrued but unpaid vacation pay or paid time off amounts). (d) In the event Employee’s employment is terminated by the Company because of Disability, in addition to any short-term or long-term disability benefits he may be entitled to under clause (ii)any Company group disability plans, (iii)he will be paid for all earned but unpaid salary and benefits, (iv) including any accrued but unpaid vacation pay or (vi) of Paragraph 3(a)paid time off amounts, subject to Paragraph 3(c) belowand, provided such termination constitutes a Separation and Employee satisfies the Conditions by the Deadline, Employee shall be entitled to a pro rated portion rata share of the Performance Bonus, if any, Employee would have received his target bonus for the fiscal year in which this Agreement is terminated his termination occurs, to be paid to Employee in the year following the year of Employee’s Separation and, to the extent made during such year, on the date such bonus would have been paid had Employee remained employed by the Company and in accordance with the Company’s normal payroll procedures. Such paymentIn addition, if any, shall be paid as and when Performance Bonuses are paid by the Company will directly pay the COBRA administrator premiums for Employee’s COBRA coverage for the period of time Employee is eligible for COBRA, provided Employee timely elects such fiscal yearcoverage. (iiie) Notwithstanding For purposes of Section 409A of the foregoingInternal Revenue Code of 1986, no payments under clause (i)(Bas amended, each payment that is paid pursuant to Section 8(a)(i) above, whether through Sections 8(a) or (ii8(b), and any pro-rata target bonus that Employee would otherwise be entitled to pursuant to Section 8(d) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement above is hereby designated as a result separate payment. Notwithstanding anything stated herein, if the Company (for this purpose, “employer” as defined in Treasury Regulation Section 1.409A-1(h)(3)) is publicly traded on an established securities market or otherwise at the time of Employee’s Disability unless Separation and, at the time of Employee’s Separation he is a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), then any severance that Employee would otherwise be entitled to pursuant to Section 8(a)(i) above, whether through Sections 8(a) or 8(b), and any pro-rata target bonus that Employee would otherwise be entitled to pursuant to Section 8(d) above during the six (6) month period following his Separation, shall not be paid during such Disability also satisfies six (6) month period and shall instead be paid on the definition first business day following the expiration of “disability” under Section 409A. such six (iv6) If this Agreement is terminated for any reasonmonth period or, if earlier, the Company date of Employee’s death, and any remaining payments shall continue to provide D&O tail insurance coverage to be paid in accordance with the Employee for first paragraph of this Section 8.” This letter agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the proscribed period provided same instrument. To indicate your acceptance of this letter agreement, please sign and date this letter in the D&O insurance policy in force as of the date of such Agreement terminationspace provided below on or before December 31, 2008 and return it to me.

Termination Benefits. (a) In the event Employee’s employment is terminated without Cause by the Company or by the Employee for Good Cause (as defined below), he will be entitled to (i) Subject an amount equivalent to Paragraph 3(ceighteen (18) belowmonths (the “Severance Period”) of Employee’s base salary (which severance payments shall not be at less than his initial base salary rate set forth in paragraph 2 above), within sixty payable pursuant to Company’s normal payroll procedure (60“Severance Pay”) during the Severance Period, which shall be paid beginning thirty (30) days after the later of such termination or the effectiveness of the Release, and (ii) direct payment by the Company to the COBRA administrator for continuing Employee’s medical, dental and vision coverage for himself and his dependents under the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the Severance Period, provided Employee makes a timely election for such continued coverage, and (iii) accelerated vesting of any unvested equity, including stock options and restricted stock, that has vesting dates within one year from the date of Employee’s termination, (clauses (i) and (ii) and (iii), collectively, the “Severance Pay”). The Severance Pay shall be conditioned upon (A) timely execution by Employee of a general release of claims (the “Release”) in a form reasonably acceptable to Employer, (B) voluntary resignation from all of Employee’s positions with the Company, and (C) continued compliance with the provisions of this Agreement, including the covenants contained in Sections 4, 5 and 6 of this Agreement. (b) In the event Employee is terminated without Cause or Employee voluntarily terminates his employment in connection with or within twelve (12) months following a Change of Control of the Company, he will be entitled to the Severance Pay described in and subject to the provisions of paragraph 8(a) above. Additionally, and notwithstanding Section 8(a)(iii), he will be entitled to all equity vesting acceleration as set forth in the Consulting Letter Agreement referenced in the recitals to this Agreement. (c) In the event Employee’s employment is terminated by the Company at any time with Cause, he will not be entitled to Severance Pay, pay in lieu of notice or any other such compensation (other than earned but unpaid salary and benefits, including any accrued but unpaid vacation pay or paid time off amounts). (d) In the event Employee’s employment is terminated by the Company because of Disability, in addition to any short-term or long-term disability benefits he may be entitled to under any Company group disability plans, he will be paid for all earned but unpaid salary and benefits, including any accrued but unpaid vacation pay or paid time off amounts, as well as a pro rata share of his target bonus for the year in which his termination occurs, to be paid on the date such bonus would have been paid had Employee remained employed by the Company and in accordance with the Company’s payroll procedures. In addition, the Company will pay to Employee a lump sum payment equal to the sum of: (A) all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of COBRA premiums for Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a the period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) time Employee is eligible for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of terminationCOBRA. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iiie) Notwithstanding the foregoing, no if the Company (for this purpose, “employer” as defined in Treas. Reg. 1.409A-1(h)(3)) is publicly traded on an established securities market or otherwise at the time of Employee’s termination of employment, (A) the amount, if any, payable to Employee pursuant to this Section 8 during the first six months of the Severance Period shall not exceed two (2) times the amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the United States Internal Revenue Code (the “Code”) for the calendar year in which the termination of employment occurs, and (B) an amount equal to the amount, if any, by which the payments under to Employee during such six-month period are reduced pursuant to clause (i)(B) or (iiA) of this Paragraph 3(bSection 8(d) shall be payable in connection with a termination paid to Employee pursuant to the terms of this Agreement as a result Section 8 on the first business day following the expiration of Employee’s Disability unless such Disability also satisfies six-month period. For the definition avoidance of “disability” under Section 409A. (iv) If this Agreement is terminated for any reasondoubt, the Company shall continue foregoing sentence is intended to provide D&O tail insurance coverage cause all payments made to Employee under this Section 8 during the Employee first six months of the Severance Period to qualify for the proscribed period provided exception to deferred compensation set forth in the D&O insurance policy in force as Section 1.409A-1(b)(9)(iii) of the date of such Agreement terminationUnited States Treasury Regulations.

Termination Benefits. (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, If Executive’s employment with the Company will pay is terminated by the Company as a result of an “Involuntary Termination” (as defined below) within one (1) year following a “Change in Control” (as defined below), Executive shall be entitled to Employee receive the following severance benefits: (1) a lump sum payment equal equivalent to the sum of: eighteen (A18) all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as months of the date of termination; and (B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of EmployeeExecutive’s then current Base Compensation Salary, which shall be paid no later than fifty-three (53) days following the date of Executive’s termination of employment; (2) a lump sum payment equivalent to any unpaid amount of the Bonuses referenced in Section 6.2, up to a maximum of One Million Dollars ($1,000,000.00), which shall be paid no later no later than fifty-three (53) days following the date of Executive’s termination of employment; (3) full acceleration of the vesting of any then unvested stock options or other equity compensation awards held by the Executive (with any unvested performance-based awards accelerated at 100% of target performance levels) and (y) the cost associated with COBRA family coverage for Employee for a post-termination exercise period of all options referred to in this item (3) shall be extended from three (3) months after employment termination to twelve (12) months from or, if earlier, the original maximum term of the option; and (4) the Company shall pay COBRA premiums for Executive and any dependents covered under the Company’s health plan immediately prior to the termination date for a period of eighteen (18) months following termination, provided that (a) Executive makes a timely election for COBRA coverage, (b) the Company may cease making such premium payment when Executive obtains other employment and becomes eligible to participate in the health plan of Executive’s new employer, and (c) if the Company determines that it cannot pay COBRA premiums without potentially violating (or being subject to an excise tax under) applicable law (including Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide Executive with a taxable monthly payment in an amount equal to twice the monthly COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the date of termination; providedtermination (based on the COBRA premium for the first month of coverage), however, that payable regardless whether Executive elects COBRA coverage with such payments commencing the month following the month of termination and continuing for eighteen (18) months. If Executive’s employment with the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employeean Involuntary Termination prior to or more than one year following the occurrence of a Change in Control, Executive may be eligible for severance benefits under the Company’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated Severance Benefit Plan for any reasonOfficers, the Company shall continue to provide D&O tail insurance coverage to the Employee for extent determined by the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement terminationBoard.

Termination Benefits. (i) Subject In consideration for Employee’s agreement to Paragraph 3(c) below, within sixty (60) days of termination be bound by the terms of this Agreement, including but not limited to the release of claims in Section 6, but subject to Employee’s compliance with this Agreement, including Section 9, the Company will pay agrees to provide Employee the following termination benefits (the “Termination Benefits”): a. a one-time lump sum cash payment in the amount of $275,000, equal to twelve (12) months of Employee’s base salary, payable on the first payroll date that is thirty (30) days following the Termination Date (the “Termination Benefit Payment Date”); b. a one-time lump sum cash payment in the amount of $40,685, representing Employee’s pro-rated target annual bonus for 2023 for the portion of such year during which Employee was actively employed, payable in a lump sum payment equal on the Termination Benefit Payment Date; and c. for the period beginning on the Termination Date and ending on the date which is twelve (12) full months following the Termination Date (or, if earlier, the date on which the applicable continuation period under COBRA expires) (the “COBRA Coverage Period”), the Company provide Employee and his eligible dependents who were covered under the Company’s health insurance plans as of the Termination Date with health (including medical and dental) insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the sum of: (A) all accrued but unpaid benefitsTermination Date. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s insurance plans, reimbursements and Base Compensation owed to Employee the Company shall provide substantially equivalent coverage under other third-party insurance sources. If any of the Company’s health benefits are self-funded as of the date of termination; and Employee’s termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law (B) if this Agreement is terminated under clause including, without limitation, Section 409A of the Internal Revenue Code of 1986, as amended (iithe “Code”), (iiiand Section 2716 of the Public Health Service Act), (iv) or (vi) instead of Paragraph 3(a) providing continued health insurance benefits as set forth above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination. (ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year. (iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A. (iv) If this Agreement is terminated for any reason, the Company shall continue instead pay to provide D&O tail insurance coverage Employee an amount equal to the monthly premium payment for Employee for and his eligible dependents who were covered under the proscribed period provided in the D&O insurance policy in force Company’s health plans as of the Termination Date (calculated by reference to the premium as of the Termination Date) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof). To be eligible for COBRA, Employee has the responsibility to enroll in COBRA within the legally required time as the Company cannot do so on Employee’s behalf. The Termination Benefits shall be the exclusive severance benefits to which Employee is entitled, unless Employee has breached the provisions of this Agreement, in which case Section 9(e) shall apply. Employee understands that Employee will not be entitled to the Termination Benefits if the Effective Date does not occur on or before the date of such Agreement terminationthat is thirty (30) days following the Termination Date.