Common use of Termination Benefits Clause in Contracts

Termination Benefits. In the event Employee’s employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 months of the Change in Control, the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 months from the date of termination (in the event of Employee’s death, said salary shall be paid to Employee’s estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employee.

Termination Benefits. In the event Employee’s 's employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 months of following the Change in ControlControl or within ninety 90 days before the Change in Control as specified in Section 1(B), the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s 's base salary at the rate in effect as of the termination date for a period of 24 months from the date of termination (in the event of Employee’s 's death, said salary shall be paid to Employee’s 's estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-pro rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s 's group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s 's 2007 Omnibus Long-Term Incentive Stock Option Plan or other plan under which such grants have been made by the Trust to Employee (the “Omnibus Plan”) and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Omnibus Plan, and Employee shall have the right, in Employee’s 's sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s 's shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s 's option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and; E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Omnibus Plan and Employee shall have the right, in Employee’s 's sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s 's shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s 's option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s 's advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employee.

Termination Benefits. In the event Employee’s 's employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 months of following the Change in ControlControl or within ninety 90 days before the Change in Control as specified in Section 1(B), the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s 's base salary at the rate in effect as of the termination date for a period of 24 months from the date of termination (in the event of Employee’s 's death, said salary shall be paid to Employee’s 's estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-pro rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s 's group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s 's 2007 Omnibus Long-Term Incentive Stock Option Plan or other plan under which such grants have been made by the Trust to Employee (the “Omnibus Plan”) and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Omnibus Plan, and Employee shall have the right, in Employee’s 's sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s 's shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s 's option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and; E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Omnibus Plan and Employee shall have the right, in Employee’s 's sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s 's shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s 's option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described aboveabove and any other payments in the nature of compensation, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code (the “Code”), the Trust or its successor owner Termination Benefits shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents be reduced to the Trust or its successor owner minimum extent necessary to avoid imposition of the excise tax, but only if such reduction would result in Employee retaining a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such greater amount after taking into account the excise tax that would be owed if no such reduction were made. If such reduction is applicable required to Employee. The amount of such supplemental payment be made, the Termination Benefits shall be equal reduced in such manner as required so as not to such give rise to there being deemed to be more than one time or form of payment of any amount as will provide Employee with funds equal to that constitutes nonqualified deferred compensation under Code Section 409A. To that end (i) the excise tax attributable to the Termination Benefits; extent permissible under Code Section 409A, such reductions shall be made so that the latest payments in time are reduced first, starting with payments under Section 2(B) until those payments have been eliminated if necessary, then payments under Section 2(A) until those payments have been eliminated if necessary, and ending with payments under Section 2(C) (if the payments under Section 2(C) are taxable payments) until those payments have been eliminated if necessary, or (ii) any excise tax attributable to the supplemental extent that is not permissible under Code Section 409A, the reductions shall be made ratably from each payment itself; under Sections 2(B), 2(A), and 2(C) (iiiif the payments under Section 2(C) any federal are taxable payments). To the extent that the reduction of payments in Section 2(B), 2(A) and 2(C) is not sufficient to avoid imposition of the excise tax, then after making such reductions, accelerated vesting shall be reduced, starting with the vesting that otherwise would occur latest in time, first under Section 2(E) until accelerated vesting has been eliminated under that Section if necessary and last, accelerated vesting under Section 2(D) until accelerated vesting has been eliminated under that Section if necessary. Any reduction of payments or local income taxes attributable accelerated vesting required under Section 2(F) shall occur only to the supplemental payment itself, it being the intention minimum extent necessary to avoid imposition of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employeeexcise tax.

Termination Benefits. In the event Employee’s employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 12 months of the Change in Control, the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 12 months from the date of termination (in the event of Employee’s death, said salary shall be paid to Employee’s estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employee.

Termination Benefits. In the event Employee’s Upon a termination of Executive's employment with the Trust as described in subsection (a), (b), (c) or the successor owner (d) of the Trust is involuntarily terminated due Section 3, Executive shall be entitled to a Change in Control but not for cause, and such termination occurs within 24 months of the Change in Control, the Trust or the successor owner shall provide Employee with receive the following termination benefitsTermination Benefits: A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 months from the date of termination (in the event of Employee’s death, said salary shall be paid to Employee’s estate); B. a) A lump sum payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to any unpaid Base Pay and accrued leave or vacation pay from the average annual bonus received by Employee during Company and each Related Entity through the three years Termination Date; (b) A lump sum payment in an amount equal to any unpaid Annual Bonus that has been earned from the Company or any Related Entity for a period ended prior to the involuntary termination, provided that, if Employee was employed for fewer than three years Termination Date; (c) A lump sum payment in an amount equal to two (2) times Executive's Base Pay; (d) A lump sum payment in an amount equal to any unreimbursed expenses that Executive incurred on behalf of the Company or a Related Entity prior to the terminationTermination Date to the extent that such expenses are reimbursable under the standard reimbursement policies of the Company or the Related Entity; (e) Acceleration of the vesting and exercisability of all outstanding stock options and stock awards previously granted to the Executive and extension of the period for exercising such stock options until the expiration date of such stock options, notwithstanding the termination of Executive's employment with the Company and all Related Entities and notwithstanding any provisions in such stock options to the contrary. For purposes of the foregoing sentence, the bonus will expiration date shall be the expiration date of the stock options that is not based on the average continuance or termination of the bonuses received by Employee employment of Executive with the Company or any Related Entity; (f) Payment of or reimbursement for any COBRA premiums during the Continuation Period for COBRA coverage elected for the Executive, his or her spouse and his or her dependents for those participating in the year or years Employee received a bonus; Welfare Plans providing health and provided furthermedical insurance coverage who elect such COBRA coverage at the Termination Date. Executive's right to continuation of coverage under the Welfare Plans providing health and medical insurance coverage, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A4980B (or any successor section) aboveof the Code, shall commence as of the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan Termination Date pursuant to the Consolidated Omnibus Budget Reconciliation Act terms of such Welfare Plans. In lieu of the foregoing, if the Executive, his or her spouse and his or her dependents are not participating in the Welfare Plans providing health and medical insurance coverage at the Termination Date and are not entitled to elect such COBRA coverage, but (“COBRA”i) health and medical insurance coverage for the period of time Employee receives salary continuation Executive, his or her spouse and his or her dependents (other than pursuant to Section 2(Athe Welfare Plans) above up to was in effect before termination of Executive's employment and (ii) the Company or a maximum of 18 months Related Entity was paying or until Employee obtains reimbursing Executive for any premiums on such other comparable health and medical insurance coverage, whichever is sooner;then Executive shall be entitled to continue to receive payment of or reimbursement for any premiums during the Continuation Period for such other health and medical insurance coverage for the Executive, his or her spouse and his or her dependents; and D. immediate vesting in all then unvested options granted to Employee under (g) Continued payment of or reimbursement for any premiums during the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under Continuation Period on any individual life insurance policies covering the Trust’s Dividend Equivalent Plan, and Employee shall have Executive that the right, in Employee’s sole discretion, to exercise all Company or any of such options and Related Entity paid or reimbursed Executive for during his or her employment with the Company or any Related Entity. Termination Benefits payable in a lump sum will be paid to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares Executive in cash within 60 thirty (30) days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market valueTermination Date. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt payment of the Termination Benefits described abovewill be reduced by amounts required to be withheld for applicable income and employment taxes and other amounts. The Executive shall be entitled to receive any other payments or Employee Benefits which Executive is entitled to receive under any employee benefit plan, Employee is subject to excise tax pursuant to Section 4999 program, or arrangement maintained by the Company or any Related Entity in which Executive participates as of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to EmployeeTermination Date. The amount amount, form and timing of such supplemental payment shall payments or Employee Benefits will be equal to determined by the terms of such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal employee benefit plans, programs or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employeearrangements.

Termination Benefits. In the event Employee’s employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 months of following the Change in ControlControl or within ninety (90) days before the Change in Control as specified in Section 1(B), the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 months from the date of termination (in the event of Employee’s death, said salary shall be paid to Employee’s estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-pro rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s 2016 Omnibus Long-Term Incentive Stock Option Plan or other plan under which such grants have been made by the Trust to Employee (the “Omnibus Plan”) and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Omnibus Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and; E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Omnibus Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described aboveabove and any other payments in the nature of compensation, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code (the “Code”), the Trust or its successor owner Termination Benefits shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents be reduced to the Trust or its successor owner minimum extent necessary to avoid imposition of the excise tax, but only if such reduction would result in Employee retaining a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such greater amount after taking into account the excise tax that would be owed if no such reduction were made. If such reduction is applicable required to Employee. The amount of such supplemental payment be made, the Termination Benefits shall be equal reduced in such manner as required so as not to such give rise to there being deemed to be more than one time or form of payment of any amount as will provide Employee with funds equal to that constitutes nonqualified deferred compensation under Code Section 409A. To that end (i) the excise tax attributable to the Termination Benefits; extent permissible under Code Section 409A, such reductions shall be made so that the latest payments in time are reduced first, starting with payments under Section 2(B) until those payments have been eliminated if necessary, then payments under Section 2(A) until those payments have been eliminated if necessary, and ending with payments under Section 2(C) (if the payments under Section 2(C) are taxable payments) until those payments have been eliminated if necessary, or (ii) any excise tax attributable to the supplemental extent that is not permissible under Code Section 409A, the reductions shall be made ratably from each payment itself; under Sections 2(B), 2(A), and 2(C) (iiiif the payments under Section 2(C) any federal are taxable payments). To the extent that the reduction of payments in Section 2(B), 2(A) and 2(C) is not sufficient to avoid imposition of the excise tax, then after making such reductions, accelerated vesting shall be reduced, starting with the vesting that otherwise would occur latest in time, first under Section 2(E) until accelerated vesting has been eliminated under that Section if necessary and last, accelerated vesting under Section 2(D) until accelerated vesting has been eliminated under that Section if necessary. Any reduction of payments or local income taxes attributable accelerated vesting required under Section 2(F) shall occur only to the supplemental payment itself, it being the intention minimum extent necessary to avoid imposition of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employeeexcise tax.

Termination Benefits. In the event EmployeeUpon a termination of Executive’s employment in accordance with the Trust or the successor owner of the Trust is involuntarily terminated due Section 3, Executive shall be entitled to a Change in Control but not for cause, and such termination occurs within 24 months of the Change in Control, the Trust or the successor owner shall provide Employee with receive the following termination benefitsTermination Benefits: A. continuation (a) A lump sum payment of Employeeany accrued but unpaid salary from the Company through the date Executive’s employment terminates; (b) A lump sum payment of any bonus that has been earned from the Company but which remains unpaid as of Executive’s termination of employment; (c) A lump sum payment of one and one-half times Executive’s annual base salary at the rate in effect as of the termination date for a period of 24 months from on the date of Executive’s termination of employment; (d) Outplacement services provided by the firm selected by Executive, the cost of which will be paid by the Company; provided, however, that the Company’s obligation under this subsection (d) will not exceed $15,000; (e) Reimbursement for any expenses Executive incurred on behalf of the Company prior to termination of employment to the extent that such expenses are reimbursable under the Company’s standard reimbursement policies but have not been reimbursed as of Executive’s termination of employment; (f) Except as provided in Section 4(g), continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) in which Executive participates immediately prior to Executive’s date of termination on such terms as are then in effect for eighteen months following the termination of Executive’s employment with the Company. In the event that the continued coverage of Executive in any such employee welfare benefit plan is barred by its terms, the Company shall pay Executive, for eighteen months following Executive’s termination (or the remainder of the eighteen month period in which continued coverage is barred), the event cash equivalent of Employeethe portion of the insurance premium charged to the Company for Executive’s death, said salary shall be paid participation in such employee welfare benefit plan(s) prior to EmployeeExecutive’s estate); B. termination plus an additional amount such that after payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) abovethe income and employment tax liability on such payment, in Executive retains an amount equal to the average annual bonus received by Employee during portion of the three years insurance premium charged to the Company for Executive’s participation in such employee welfare benefit plans prior to Executive’s termination. (g) Payment by the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average Company of the bonuses received by Employee cost or premium for continued coverage in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation Company health plan for a partial calendar year period of eighteen months pursuant to Section 2(A) abovesection 4980B of the Internal Revenue Code of 1986, the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act as amended (“COBRA”) following Executive’s termination (or such lesser period that Executive is entitled to COBRA coverage); (h) All stock options and any other stock-based awards outstanding immediately prior to Executive’s termination of employment shall immediately vest and become exercisable by Executive for the period remainder of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months the term provided for in the agreement evidencing the stock option or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting award in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of which such options or other stock-based awards were granted. The Termination Benefits described in Section 4(a), 4(b) and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares 4(c) shall be payable within 60 ten days of the involuntary termination, the shares must first be offered to the Trust for purchase at the TrustExecutive’s option at the then current fair market valuetermination of employment in accordance with Section 3. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt payment of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal reduced by amounts required to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; be withheld for applicable income and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employeeemployment taxes.

Termination Benefits. In the event Employee’s employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 months of following the Change in ControlControl or within ninety 90 days before the Change in Control as specified in Section 1(B), the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 months from the date of termination (in the event of Employee’s death, said salary shall be paid to Employee’s estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-pro rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s 2007 Omnibus Long-Term Incentive Stock Option Plan or other plan under which such grants have been made by the Trust to Employee (the “Omnibus Plan”) and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Omnibus Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and; E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Omnibus Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described aboveabove and any other payments in the nature of compensation, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code (the “Code”), the Trust or its successor owner Termination Benefits shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents be reduced to the Trust or its successor owner minimum extent necessary to avoid imposition of the excise tax, but only if such reduction would result in Employee retaining a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such greater amount after taking into account the excise tax that would be owed if no such reduction were made. If such reduction is applicable required to Employee. The amount of such supplemental payment be made, the Termination Benefits shall be equal reduced in such manner as required so as not to such give rise to there being deemed to be more than one time or form of payment of any amount as will provide Employee with funds equal to that constitutes nonqualified deferred compensation under Code Section 409A. To that end (i) the excise tax attributable to the Termination Benefits; extent permissible under Code Section 409A, such reductions shall be made so that the latest payments in time are reduced first, starting with payments under Section 2(B) until those payments have been eliminated if necessary, then payments under Section 2(A) until those payments have been eliminated if necessary, and ending with payments under Section 2(C) (if the payments under Section 2(C) are taxable payments) until those payments have been eliminated if necessary, or (ii) any excise tax attributable to the supplemental extent that is not permissible under Code Section 409A, the reductions shall be made ratably from each payment itself; under Sections 2(B), 2(A), and 2(C) (iiiif the payments under Section 2(C) any federal are taxable payments). To the extent that the reduction of payments in Section 2(B), 2(A) and 2(C) is not sufficient to avoid imposition of the excise tax, then after making such reductions, accelerated vesting shall be reduced, starting with the vesting that otherwise would occur latest in time, first under Section 2(E) until accelerated vesting has been eliminated under that Section if necessary and last, accelerated vesting under Section 2(D) until accelerated vesting has been eliminated under that Section if necessary. Any reduction of payments or local income taxes attributable accelerated vesting required under Section 2(F) shall occur only to the supplemental payment itself, it being the intention minimum extent necessary to avoid imposition of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employeeexcise tax.

Termination Benefits. In (a) Following the event Employee’s employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for causeTermination Date, and such termination occurs within 24 months of the Change in Control, the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 months from the date of termination (in the event of Employee’s death, said salary i) Executive shall be paid eligible to Employeereceive, subject to the provisions of this Section 5, (1) severance payments equivalent to the Salary until July 21, 2021 (the “Severance Period”), less applicable withholdings and deductions, payable in substantially equal installments in Company’s estate); B. payment of an annual regular payroll cycle over the Severance Period, (2) a bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received that would have been paid to Executive had Executive been employed by Employee during Company at the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average end of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above2020, the bonus will be pro-rated to reflect less applicable withholdings and deductions, prorated for the number of full months Employee receives days that Executive was employed by Company during calendar year 2020, payable beginning on such salary continuation in date that bonuses for such calendar year, rounded year are paid to the nearest number other executives of months; C. Company and payable in equal installments in Company’s regular payroll cycle over the Trust will pay remaining Severance Period; and (3) until January 21, 2022 or until Executive becomes eligible for alternate coverage from a subsequent employer (whichever is earlier), reimbursement by Company for the full cost for Employee employer portion of Executive’s costs to continue healthcare benefits coverage under the TrustCompany’s group health insurance healthcare plan pursuant to through the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive timely elects such COBRA coverage upon legally sufficient notice by Company of Executive’s opportunity to do so (collectively, the “Severance Benefits”) and (ii) the Common Stock and Options held by Executive as of the Termination Date (the “Outstanding Stock/Options”) will fully vest (the “Acceleration”). (b) Executive shall not be entitled to any Severance Benefits or the Acceleration unless Executive delivers to Company a valid, executed Separation Agreement and Release in substantially the form attached hereto as Exhibit A (the “Release”) within the time period set forth in the Release and the Release shall not have been revoked by Executive. If the period during which Executive has discretion to execute or revoke the Release straddles two taxable years of Executive, then Company shall pay the Severance Benefits starting in the second of such taxable years, regardless of which taxable year Executive actually delivers the executed Release to Company. Executive (and his estate) shall not be entitled to any Severance Benefits or the Acceleration following the death of Executive. Executive shall not be entitled to any Severance Benefits or the Acceleration following such time as Executive breaches this Agreement or the Proprietary Information, Invention Assignment and Noncompetition Agreement in the form attached hereto as Exhibit B (the “PIIA”) and Executive shall, immediately upon request of Company, repay to Company any portion of the Severance Benefits previously paid or provided to Executive and/or forfeit any or all shares of capital stock that purchased by Executive that were vested as a result of the Acceleration against Company’s repayment of the purchase price for such shares of capital stock; provided, however, that Executive shall be entitled to retain the first $1,000 of any such Severance Benefits, which will be considered full and adequate consideration for the period Release. For purposes of time Employee receives salary continuation determining repayment of benefits, if any, Executive shall repay Company its costs incurred to provide such benefits. During the pendency of any disputes with respect to the application of this Section 5, Company will be entitled to withhold any payments pursuant to Section 2(A5 so long as Company believes, in good faith, that it is reasonably likely to prevail in such dispute. (c) above Except as otherwise required by law or as specifically provided in this Section 5, all of Executive’s rights to salary, vacation, severance, fringe benefits, bonuses, and any other amounts accruing hereunder (if any) will cease on the Termination Date. Executive represents, that at the time of signing this Agreement, Executive has been properly paid all compensation and benefits up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to EmployeeEffective Date.

Termination Benefits. In the event Employee’s Executive's employment with Company terminates as a result of an Involuntary Termination, Company shall provide to Executive the Trust following benefits: (a) Company shall pay to Executive in a lump sum within 30 days of such Involuntary Termination an amount of cash equal to three times the sum of (i) Executive's highest annual salary rate from Company, whether current or the successor owner deferred, in effect for any of the Trust is involuntarily terminated due thirty-six months immediately prior to a the date of Involuntary Termination or Change in Control but not for cause(whichever is greater), and such termination occurs within 24 months (ii) the greater of (A) the highest annual bonus paid, granted or awarded Executive by Company, whether current or deferred and whether or not vested, during or in respect of any of the Change in Control, the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 months from three calendar years immediately prior to the date of termination Involuntary Termination or Change in Control (in whichever is greater) or (B) the event product of Employee’s death, said the percentage of salary shall be paid payable as a bonus at 100% of target with respect to Employee’s estate); B. payment of an annual Executive under Company's target bonus program for each calendar year or partial the calendar year in which Employee receives the Involuntary Termination occurs multiplied by Executive's highest annual salary continuation rate determined pursuant to Section 2(A(i) above. For purposes of clause (ii) of the preceding sentence, awards of Company Common Stock shall be valued at the average of the high and low sales prices as reported on the New York Stock Exchange - Composite Transactions on the date of the award (or, if the stock did not trade on that date, on the first date prior thereto on which the stock traded). (b) Company shall supplement the benefits payable in respect of Executive under The LL&E Pension Plan, the pension plan component of The LL&E Compensatory Benefits Agreement, and the pension plan component of The LL&E Supplemental Excess Plan (collectively, the "Pension Plans") by making a lump-sum cash payment within 30 days of such Involuntary Termination in an amount equal to the average annual bonus received present value of the difference between (i) the benefits that Executive would have been entitled to receive under the Pension Plans if he had been credited with three additional years of service (but no additional years of age) for purposes of the benefit accrual formula under the Pension Plans as of the date of his Involuntary Termination, and (ii) the benefits that Executive is entitled to receive under the Pension Plans determined without regard to this subsection b. Such present value shall be determined by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be an actuary selected by Company based on the average actuarial equivalence factors, methods, and assumptions used in determining lump-sum distributions under The LL&E Pension Plan. The additional years of service added for purposes of the bonuses received by Employee in benefit accrual formula under the year Pension Plans pursuant to this subsection b shall not be counted for purposes of determining whether Executive qualifies as a retiree eligible for retiree benefits or for any other enhanced benefits under the Pension Plans or under any other benefit plan or program of Company. (c) During the period of three years Employee received a bonus; beginning on the date of Executive's Involuntary Termination, Executive shall be deemed to remain an employee of Company for purposes of the applicable medical, life insurance, and long-term disability plans and programs of Company and shall be entitled to receive the benefits available to employees thereunder, provided that continued participation is possible under applicable law and the terms of such plan or program, and provided, further, that if Employee receives salary continuation Executive qualified for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage retiree benefits under the Trust’s group health insurance applicable medical plan pursuant or program on the date of his termination of employment, Executive shall instead be entitled to receive the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for benefits available to retirees in accordance with the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any terms of such options and to sell the shares acquired pursuant theretoplan or program. In the event that Employee wishes Executive's participation in any such benefit plan or program is barred, Company shall arrange to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market valueprovide Executive with substantially similar benefits. The Trust shall respond within one business day additional three years of coverage pursuant to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination this subsection c shall not be subject counted for purposes of determining whether Executive qualifies as a retiree eligible for retiree benefits under the applicable medical plan or program or under any other benefit plan or program of Company. (d) Company shall pay to Executive in a lump sum within 30 days of such Involuntary Termination an amount of cash equal to 30% of Executive's highest annual salary rate from Company paid by Company during any of the thirty-six months immediately prior to the date of Involuntary Termination or Change in Control (whichever is greater). The payment pursuant to this option; and E. immediate vesting in all then unvested share grants granted subsection d is intended to Employee compensate Executive for the Company-provided benefits that he would have received under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary terminationThe LL&E Savings Plan, the shares must first be offered savings plan component of The LL&E Compensatory Benefits Agreement, and the savings plan component of The LL&E Supplemental Excess Plan if he had remained an employee of Company for the three-year period following the Involuntary Termination. (e) Company shall promptly reimburse Executive for any fees that he may pay to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day an outplacement assistance firm in order to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. ifobtain outplacement assistance services, by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined provided that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) such expenses must be incurred within twelve (12) months after the excise tax attributable to the Involuntary Termination Benefits; and (ii) Company's obligation pursuant to this subsection e shall be limited to fifteen percent (15%) of Executive's highest annual base salary rate from Company, whether current or deferred, in effect during any excise tax attributable of the thirty-six months immediately prior to the supplemental Involuntary Termination or Change in Control (whichever is greater). (f) Each stock option granted by Company to Executive and outstanding immediately prior to the Involuntary Termination shall be fully exercisable and may be exercised by Executive (or his beneficiary or personal representative) at any time prior to the expiration date of the applicable option (determined without regard to any earlier termination that would otherwise occur by reason of termination of employment). With respect to any shares of restricted stock granted by Company to Executive and still subject to restrictions immediately prior to the Involuntary Termination, all restrictions shall immediately lapse upon such Involuntary Termination. With respect to any performance shares granted by Company to Executive and for which the Performance Cycle has not expired on the date of Involuntary Termination, Executive shall receive an immediate payment itself; of a percentage of such performance shares, which percentage shall be the greater of: (i) 100%, or (ii) the percentage of performance shares earned under the applicable program for the last Performance Cycle that ended before the date of Involuntary Termination. Any outstanding award agreements with Executive are deemed amended to the extent necessary to conform with this subsection f. (g) Company shall pay and provide to Executive any and all other payments and benefits to which Executive would at that time be entitled as a terminating employee under any then existing Company plan or program. (iiih) Any payments and benefits provided for under this Agreement shall be paid net of any federal applicable withholding required under Federal, state or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employeelaw.

Termination Benefits. In the event If Employee’s employment with is terminated by (1) the Trust Company pursuant to Section 12(a) of this Agreement for any reason noted above other than by the Company for “cause” or the successor owner of the Trust is involuntarily terminated due (2) by Employee for “Good Reason”, Employee will be entitled to a Change in Control but not for cause, and such termination occurs within 24 months of the Change in Control, the Trust or the successor owner shall provide Employee with receive the following termination benefits:benefits as severance (the “Severance Benefits”): A. continuation (i) Twelve (12) months salary at Employee’s then current annual salary level (agreed contributions will be considered as part of Employee’s base salary at salary). The Company shall also maintain the rate medical and dental insurance coverage mentioned in effect paragraph nine (9) above for this period; (ii) payment of any salary, expenses, allowances and benefits accrued by Employee up to the date of the termination; (iii) the immediate vesting and release without restriction as of the termination date for a period of 24 months from the date of termination of any equity securities of the Company 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 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 event Severance Benefit will be extended by 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 following benefits as termination benefits after the notice period: (i) Six (6) months’ salary at Employee’s then current annual salary level (agreed contributions will be considered as part of Employee’s death, said salary shall be paid to Employee’s estatesalary). The Company will also maintain the medical and dental insurance coverage mentioned in paragraph nine (9) above for this period; B. (ii) payment of an annual bonus for each calendar year or partial calendar year in which any salary, expense, allowances and benefits accrued by Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal up to the average annual bonus received by Employee during the three years prior to the involuntary date of termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention immediate vesting and release without restriction as of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 date of termination of any equity securities of the Internal Revenue Code had no application Company granted by the Company to Employee.

Termination Benefits. In the event Employee’s employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 36 months of following the Change in ControlControl or within ninety 90 days before the Change in Control as specified in Section 1(B), the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 36 months from the date of termination (in the event of Employee’s death, said salary shall be paid to Employee’s estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-pro rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s 2007 Omnibus Long-Term Incentive Stock Option Plan or other plan under which such grants have been made by the Trust to Employee (the “Omnibus Plan”) and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Omnibus Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and; E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Omnibus Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described aboveabove and any other payments in the nature of compensation, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code (the “Code”), the Trust or its successor owner Termination Benefits shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents be reduced to the Trust or its successor owner minimum extent necessary to avoid imposition of the excise tax, but only if such reduction would result in Employee retaining a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such greater amount after taking into account the excise tax that would be owed if no such reduction were made. If such reduction is applicable required to Employee. The amount of such supplemental payment be made, the Termination Benefits shall be equal reduced in such manner as required so as not to such give rise to there being deemed to be more than one time or form of payment of any amount as will provide Employee with funds equal to that constitutes nonqualified deferred compensation under Code Section 409A. To that end (i) the excise tax attributable to the Termination Benefits; extent permissible under Code Section 409A, such reductions shall be made so that the latest payments in time are reduced first, starting with payments under Section 2(B) until those payments have been eliminated if necessary, then payments under Section 2(A) until those payments have been eliminated if necessary, and ending with payments under Section 2(C) (if the payments under Section 2(C) are taxable payments) until those payments have been eliminated if necessary, or (ii) any excise tax attributable to the supplemental extent that is not permissible under Code Section 409A, the reductions shall be made ratably from each payment itself; under Sections 2(B), 2(A), and 2(C) (iiiif the payments under Section 2(C) any federal are taxable payments). To the extent that the reduction of payments in Section 2(B), 2(A) and 2(C) is not sufficient to avoid imposition of the excise tax, then after making such reductions, accelerated vesting shall be reduced, starting with the vesting that otherwise would occur latest in time, first under Section 2(E) until accelerated vesting has been eliminated under that Section if necessary and last, accelerated vesting under Section 2(D) until accelerated vesting has been eliminated under that Section if necessary. Any reduction of payments or local income taxes attributable accelerated vesting required under Section 2(F) shall occur only to the supplemental payment itself, it being the intention minimum extent necessary to avoid imposition of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employeeexcise tax.

Termination Benefits. In consideration for Executive’s agreement to be bound by the event Employee’s employment with the Trust or the successor owner terms of the Trust is involuntarily terminated due to a Change in Control this Agreement, including but not for causelimited to the release of claims in Section 6, and such termination occurs within 24 months but subject to Executive’s compliance with Section 9, including Section 9(e) regarding the return of the Change in ControlCompany property, the Trust or the successor owner shall Company agrees to provide Employee Executive with the following termination benefits: A. continuation benefits (the “Termination Benefits”): a. A lump sum cash severance payment of Employee’s $461,725.16 (representing twelve (12) months’ base salary at based on the base salary rate in effect on the Termination Date), payable in a Jump sum within ten (10) days folIowing the Effective Date; and b. 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 or the date Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the “COBRA Coverage Period”), if Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the termination date Termination Date el ect to have COBRA coverage and are eligible for such coverage the Company shalI pay for or reimburse Executive on a period of 24 months from the date of termination (in the event of Employee’s death, said salary shall be paid to Employee’s estate); B. payment of an annual bonus monthly basis for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the Termination Date (calculated by reference to the premium as of the Termination Date) less (ii) the amount Executive would have had to pay to receive group health coverage for Executive and his covered dependents based on the cost xxxxx xx Ievels in effect on the Termination Date. Executive shalI be solely responsible for ail matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or selfemployment. The Termination Benefits shall be the exclusive severance benefits to which Executive is entitled, unless Executive has breached the provisions of this Agreement, in which case Section 9(f) shall apply. Executive understands that Executive will not be entitled to the Termination Benefits; (ii) Benefits under this Agreement if the Effective Date does not occur on or before May 12, 2020, or in the event Executive breaches the terms of this Agreement. The parties agree that any excise tax attributable material or immaterial changes to this Agreement shall not extend the supplemental payment itself; and (iii) any federal or local income taxes attributable to deadline for the supplemental payment itself, it being the intention occurrence of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 Effective Date. 4. Class B Common Units; Common Stock. Executive was previously granted Class B common units of Zentalis Pharmaceuticals, LLC (“LLC”). As of the Internal Revenue Code had no application to Employee.Termination Date, 60,425 of Executive’s Class B common units were vested and 132,539 of Executive’s Class B common units were 2

Termination Benefits. In the event Employee’s employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 36 months of the Change in Control, the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 36 months from the date of termination (in the event of Employee’s death, said salary shall be paid to Employee’s estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employee.

Termination Benefits. In the event If Employee’s employment with is terminated by (1) the Trust Company pursuant to Section 15(a) for any reason noted above other than by the Company for “cause” or the successor owner of the Trust is involuntarily terminated due (2) by Employee for “Good Reason”, Employee will be entitled to a Change in Control but not for cause, and such termination occurs within 24 months of the Change in Control, the Trust or the successor owner shall provide Employee with receive the following benefits as severance (the “Severance Benefits”): (i) Eighteen (18) months’ salary at Employee’s then current annual salary level, (housing allowance, pension and other agreed contributions will be considered as part of employees’ salary). The Company shall also maintain the health insurance coverage set forth in Section 9 for eighteen months following the termination benefits: A. continuation of Employee’s base salary at employment. (ii) Payment of any salary, expenses, allowances and benefits accrued by Employee up to the rate in effect date of the termination; (iii) The immediate vesting and release without restriction as of the termination date for a period of 24 months from the date of termination of any unvested unreleased portion of any equity securities of the Company granted by the Company to Employee. In addition any 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 change of control has occurred the Severance Benefits, as defined in clause 15(b)(i) above, will be extended with six (6) months to a total of Twenty-four (24) months. If Employee’s employment is terminated by Employee for any reason pursuant to Section 15(a) noted above other than for “Good Reason”, Employee shall be entitled to receive the event following benefits as termination benefits after the notice period: (i) Six (6) months’ salary at Employee’s then-current annual salary level, (housing allowance, pension, and other agreed contributions will be considered as part of Employees’ salary). The Company shall also maintain the health insurance coverage set forth in Section 9 for six months following the termination of Employee’s deathemployment. (ii) Payment of any salary, said salary shall be paid to Employee’s estate); B. payment of an annual bonus for each calendar year or partial calendar year in which expenses, allowances and benefits accrued by Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal up to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to date of the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention The immediate vesting and release without restriction as of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 date of termination of any unvested unreleased portion of any equity securities of the Internal Revenue Code had no application Company granted by the Company to Employee.

Termination Benefits. In the event Employee’s employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 36 months of the Change in Control, the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 36 months from the date of termination (in the event of Employee’s death, said salary shall be paid to Employee’s estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, if by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employee.

Termination Benefits. In As Employee's sole and exclusive termination benefit, Employer will, subject to Employee's compliance with his Post-Employment Obligations (as defined below), provide Employee through February 8, 2002, the event Employee’s employment with the Trust or the successor owner applicable termination benefits pursuant to Paragraph 6(c) of the Trust is involuntarily terminated due Employment Agreement (the "Termination Benefits"). Included as a Termination Benefit will be the annual bonus payable to a Change in Control but not for cause, and such termination occurs within 24 months of the Change in Control, the Trust or the successor owner shall provide Employee with respect to Employer's 2001 fiscal year, which will be determined on a pro rata basis to the following termination benefits: A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 months from the date of termination (in the event of Employee’s death, said salary shall Termination Date and will be paid to Employee’s estate); B. payment Employee within 30 days after completion of an annual bonus Employer's audited financial statements for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar fiscal year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes breaches his Post-Employment Obligations (as defined in Section 4 below), Employer will have, in addition to sell Employee’s shares within 60 days of the involuntary terminationany other rights and remedies it has under this Agreement, the shares must first Employment Agreement or otherwise, the right to discontinue forever the Termination Benefits. The foregoing Termination Benefits will be offered in lieu of any termination or severance payments required by any policy of Employer or applicable law (other than continued medical or disability coverage to which Employee or his family are entitled under Employer's then existing employment policies covering Employer's executives or then applicable law), and will constitute Employee's sole and exclusive rights and remedies with respect to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant theretoof his employment with Employer. In the event that particular, Employee wishes will have no right to sell Employee’s shares within 60 days of the involuntary terminationany further perquisites previously provided by Employer, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. ifincluding country club memberships and automobile allowances, by virtue of receipt and such perquisites have been terminated as of the Termination Date. Subject to the foregoing, Employer acknowledges that the release provisions contained in this Agreement do not release Employer from the obligation to provide Employee the Termination Benefits described aboveas set forth in the Employment Agreement or any rights Employee may have under the Company's 401(k) Plan or under COBRA. Without limitation on the foregoing, Employer agrees that Employee is subject to excise tax pursuant to Section 4999 owed and will be compensated in cash for 31.5 days of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employeeaccrued vacation.

Termination Benefits. In the event Employee’s employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 12 months of following the Change in ControlControl or within ninety 90 days before the Change in Control as specified in Section 1(B), the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 12 months from the date of termination (in the event of Employee’s death, said salary shall be paid to Employee’s estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-pro rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s 2007 Omnibus Long-Term Incentive Stock Option Plan or other plan under which such grants have been made by the Trust to Employee (the “Omnibus Plan”) and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Omnibus Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and; E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Omnibus Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described aboveabove and any other payments in the nature of compensation, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code (the “Code”), the Trust or its successor owner Termination Benefits shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents be reduced to the Trust or its successor owner minimum extent necessary to avoid imposition of the excise tax, but only if such reduction would result in Employee retaining a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such greater amount after taking into account the excise tax that would be owed if no such reduction were made. If such reduction is applicable required to Employee. The amount of such supplemental payment be made, the Termination Benefits shall be equal reduced in such manner as required so as not to such give rise to there being deemed to be more than one time or form of payment of any amount as will provide Employee with funds equal to that constitutes nonqualified deferred compensation under Code Section 409A. To that end (i) the excise tax attributable to the Termination Benefits; extent permissible under Code Section 409A, such reductions shall be made so that the latest payments in time are reduced first, starting with payments under Section 2(B) until those payments have been eliminated if necessary, then payments under Section 2(A) until those payments have been eliminated if necessary, and ending with payments under Section 2(C) (if the payments under Section 2(C) are taxable payments) until those payments have been eliminated if necessary, or (ii) any excise tax attributable to the supplemental extent that is not permissible under Code Section 409A, the reductions shall be made ratably from each payment itself; under Sections 2(B), 2(A), and 2(C) (iiiif the payments under Section 2(C) any federal are taxable payments). To the extent that the reduction of payments in Section 2(B), 2(A) and 2(C) is not sufficient to avoid imposition of the excise tax, then after making such reductions, accelerated vesting shall be reduced, starting with the vesting that otherwise would occur latest in time, first under Section 2(E) until accelerated vesting has been eliminated under that Section if necessary and last, accelerated vesting under Section 2(D) until accelerated vesting has been eliminated under that Section if necessary. Any reduction of payments or local income taxes attributable accelerated vesting required under Section 2(F) shall occur only to the supplemental payment itself, it being the intention minimum extent necessary to avoid imposition of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employeeexcise tax.

Termination Benefits. In If and at such time as you are terminated by NortonLifeLock Inc. (the event Employee’s employment with “Company”) without Cause, or upon your death, prior to the Trust or Termination Date, you shall be entitled to receive in addition to the successor owner amounts set forth in subsection (i) below, and subject to satisfaction of the Trust is involuntarily terminated due to a Change Release requirements set forth in Control but not for cause, and such termination occurs within 24 months Section 4 of the Change in Controlthis Agreement, the Trust or the successor owner shall provide Employee with the following termination benefitsbenefits described in subsections (ii), (iii) and (iv) below: A. continuation of Employee’s (i) earned but unpaid base salary at the rate in effect as of the termination date for a period of 24 months from and PTO and unreimbursed business expenses incurred through the date of termination of employment (in the event of Employee’s death“Accrued Benefits”), said salary shall be paid to Employee’s estate)payable upon your Termination Date; B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A(ii) above, in an a single lump sum cash amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based your base salary in effect on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided furtherEffective Date, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares payable within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Plan and Employee shall have the right, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to Employee. The following your Termination Date; (iii) A single lump sum cash amount of such supplemental payment shall be equal to 100% of your annual target bonus amount in effect on the Effective Date, but such amount will be increased by a multiple reflecting the months worked more than 12 months following the Effective Date (e.g., for 13 months of post-Effective Date employment, the bonus multiple will be 108.33%), payable within sixty (60) days following your Termination Date; and (iv) vesting of your Unvested Equity Awards as will provide Employee follows: (A) For the purposes of this Agreement, the Company shall calculate your outstanding time-based RSUs that are unvested as of the Effective Date (the “Unvested RSUs”) and outstanding performance based restricted stock units that are unvested as of the Effective Date (calculated as set forth in the next sentence in this subsection (iv) (A)) (the “Unvested PRSUs” and together with funds equal to the Unvested RSUs, the “Unvested Equity Awards), “Unvested PRSUs” means (i) for PRSUs, if any, held by you that are outstanding as of the excise tax attributable Effective Date and for which the applicable performance metrics already have been measured, the resulting number of PRSUs that are then-subject to the Termination Benefits; additional time-based vesting requirement plus (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itselffor PRSUs, it being the intention if any, held by you that are outstanding as of the parties that Employee be placed Effective Date and for which the applicable performance metrics have not yet been measured (including in the same position for Federal and local income tax purposes as if Section 4999 case of any FY18 PRSUs, carryover amounts based on 3-year TSR achievement), the Internal Revenue Code had no application resulting number of PRSUs that are eligible to Employeevest based on “target” level performance.

Termination Benefits. a. In further consideration for Executive’s continued employment and agreement to execute the event EmployeeCompany’s Confidentiality, Non-Solicitation and Covenant Not to Compete Agreement, and provided that, as of the 30th day following his termination date, Executive has executed the PDI Agreement and General Release given to him upon termination which will be in substantially the same form as the Agreement and General Release attached hereto (the “Release”), any applicable revocation period has expired and Executive has not revoked the Release during such revocation period, the Company agrees that if it terminates the Executive’s employment with the Trust without “Cause” or the successor owner of the Trust is involuntarily terminated due to a “Change in Control but not of Control”, or if Executive resigns for cause, and such termination occurs within 24 months of the Change in Control“Good Reason,” as those terms are defined below, the Trust or the successor owner shall Company will provide Employee with the following termination benefitscompensation and benefits to Executive: A. continuation of Employee’s base salary at the rate in effect as of the termination date for i. The Company will pay Executive a period of 24 months from the date of termination (in the event of Employee’s death, said salary shall be paid to Employee’s estate); B. lump sum payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary terminationproduct of twelve (12) times Executive’s Base Monthly Salary (excluding incentives, provided thatbonuses, if Employee was employed for fewer than three years prior to the terminationand other compensation), the bonus will be based on plus the average of the bonuses received by Employee in cash incentive compensation paid to Executive during the year or three (3) years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant immediately preceding the termination date. Subject to Section 2(A2(e) abovebelow, such payment shall be made within forty-five (45) days after Executive’s termination date. ii. The Company will reimburse Executive for the bonus will be pro-rated to reflect cost of the number of full months Employee receives such salary premiums for COBRA group health continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the TrustCompany’s group health insurance plan pursuant paid by Executive for coverage during the period beginning following Executive’s termination date and ending on the earlier of either: (a) first anniversary of Executive’s termination date; or (b) the date on which Executive becomes eligible for other group health coverage, provided that no reimbursement shall be paid unless and until Executive submits proof of payment acceptable to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) Company within 90 days after Executive incurs such expense. Any reimbursements of the COBRA premium that are taxable to the Executive shall be made on or before the last day of the year following the year in which the COBRA premium was incurred, the amount of the COBRA premium eligible for reimbursement during one year shall not affect the period amount of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains COBRA premium eligible for reimbursement in any other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Planyear, and Employee shall have the right, in Employee’s sole discretion, right to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination reimbursement shall not be subject to this option; andliquidation or exchange for another benefit. E. immediate vesting in all then unvested share grants granted to Employee under b. No termination benefits will be paid if Executive resigns or terminates Executive’s employment for any reason other than “Good Reason” or the TrustCompany terminates Executive’s Share Grant Plan and Employee shall have employment for “Cause” as determined by the rightChief Executive Officer, in Employee’s sole discretion, to sell the shares acquired pursuant thereto. President or the Board or its designee(s). c. In the event that Employee wishes Executive’s employment with the Company is terminated by either party for any reason, Executive shall continue to sell Employeebe bound by the Company’s shares within 60 days Confidentiality, Non-Solicitation and Covenant Not to Compete Agreement for the periods set forth therein. d. Except as may be provided under this Agreement, any benefits to which Executive may be entitled pursuant to the plans, policies and arrangements of the involuntary terminationCompany shall be determined and paid in accordance with the terms of such plans, policies and arrangements, and Executive shall have no right to receive any other compensation or benefits, or to participate in any other plan or arrangement, following the shares must first be offered termination of Executive’s employment by either party for any reason. e. Notwithstanding anything herein to the Trust for purchase contrary, if at the Trusttime of Executive’s option at termination of employment with the Company, Executive is a “specified employee” within the meaning of Code Section 409A and the regulations promulgated thereunder, then current fair market valuethe Company shall delay the commencement of such payments (without any reduction) by a period of six (6) months after Executive’s termination of employment. Any payments that would have been paid during such six (6) month period but for the provisions of the preceding sentence shall be paid in a lump sum to Executive six (6) months and one (1) day after Executive’s termination of employment. The Trust 6-month payment delay requirement of this Section 2(e) shall respond within one business day apply only to the offer extent that the payments under this Section 2 are subject to Code Section 409A. With respect to payments or its rights benefits under this Agreement that are subject to purchase the shares Code Section 409A, whether Executive has had a termination of employment shall expire. Sales occurring more than 60 days after the involuntary termination be determined in accordance with Code Section 409A and applicable guidance issued thereunder. f. All amounts otherwise payable under this Agreement shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described above, Employee is customary withholding and other employment taxes and shall be subject to excise tax pursuant to Section 4999 such other withholding as may be required in accordance with the terms of the Internal Revenue Code, the Trust this Agreement or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employeelaw.

Termination Benefits. In the event Employee’s 's employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 36 months of following the Change in ControlControl or within ninety 90 days before the Change in Control as specified in Section 1(B), the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s 's base salary at the rate in effect as of the termination date for a period of 24 36 months from the date of termination (in the event of Employee’s 's death, said salary shall be paid to Employee’s 's estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-pro rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s 's group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s 's 2007 Omnibus Long-Term Incentive Stock Option Plan or other plan under which such grants have been made by the Trust to Employee (the “Omnibus Plan”) and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Omnibus Plan, and Employee shall have the right, in Employee’s 's sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s 's shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s 's option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and; E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Omnibus Plan and Employee shall have the right, in Employee’s 's sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s 's shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s 's option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described aboveabove and any other payments in the nature of compensation, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code (the “Code”), the Trust or its successor owner Termination Benefits shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents be reduced to the Trust or its successor owner minimum extent necessary to avoid imposition of the excise tax, but only if such reduction would result in Employee retaining a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such greater amount after taking into account the excise tax that would be owed if no such reduction were made. If such reduction is applicable required to Employee. The amount of such supplemental payment be made, the Termination Benefits shall be equal reduced in such manner as required so as not to such give rise to there being deemed to be more than one time or form of payment of any amount as will provide Employee with funds equal to that constitutes nonqualified deferred compensation under Code Section 409A. To that end (i) the excise tax attributable to the Termination Benefits; extent permissible under Code Section 409A, such reductions shall be made so that the latest payments in time are reduced first, starting with payments under Section 2(B) until those payments have been eliminated if necessary, then payments under Section 2(A) until those payments have been eliminated if necessary, and ending with payments under Section 2(C) (if the payments under Section 2(C) are taxable payments) until those payments have been eliminated if necessary, or (ii) any excise tax attributable to the supplemental extent that is not permissible under Code Section 409A, the reductions shall be made ratably from each payment itself; under Sections 2(B), 2(A), and 2(C) (iiiif the payments under Section 2(C) any federal are taxable payments). To the extent that the reduction of payments in Section 2(B), 2(A) and 2(C) is not sufficient to avoid imposition of the excise tax, then after making such reductions, accelerated vesting shall be reduced, starting with the vesting that otherwise would occur latest in time, first under Section 2(E) until accelerated vesting has been eliminated under that Section if necessary and last, accelerated vesting under Section 2(D) until accelerated vesting has been eliminated under that Section if necessary. Any reduction of payments or local income taxes attributable accelerated vesting required under Section 2(F) shall occur only to the supplemental payment itself, it being the intention minimum extent necessary to avoid imposition of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employeeexcise tax.

Termination Benefits. In the event Employee’s 's employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 36 months of following the Change in ControlControl or within ninety 90 days before the Change in Control as specified in Section 1(B), the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s 's base salary at the rate in effect as of the termination date for a period of 24 36 months from the date of termination (in the event of Employee’s 's death, said salary shall be paid to Employee’s 's estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-pro rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s 's group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s 's 2007 Omnibus Long-Term Incentive Stock Option Plan or other plan under which such grants have been made by the Trust to Employee (the “Omnibus Plan”) and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Omnibus Plan, and Employee shall have the right, in Employee’s 's sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s 's shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s 's option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and; E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Omnibus Plan and Employee shall have the right, in Employee’s 's sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s 's shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s 's option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s 's advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employee.

Termination Benefits. In the event Employee’s 's employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 12 months of following the Change in ControlControl or within ninety 90 days before the Change in Control as specified in Section 1(B), the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s 's base salary at the rate in effect as of the termination date for a period of 24 12 months from the date of termination (in the event of Employee’s 's death, said salary shall be paid to Employee’s 's estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-pro rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s 's group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s 's 2007 Omnibus Long-Term Incentive Stock Option Plan or other plan under which such grants have been made by the Trust to Employee (the “Omnibus Plan”) and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Omnibus Plan, and Employee shall have the right, in Employee’s 's sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s 's shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s 's option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and; E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Omnibus Plan and Employee shall have the right, in Employee’s 's sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s 's shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s 's option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described above, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code, the Trust or its successor owner shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents to the Trust or its successor owner a letter setting forth a reasonable basis upon which Employee or Employee’s 's advisors have determined that such excise tax is applicable to Employee. The amount of such supplemental payment shall be equal to such amount as will provide Employee with funds equal to (i) the excise tax attributable to the Termination Benefits; (ii) any excise tax attributable to the supplemental payment itself; and (iii) any federal or local income taxes attributable to the supplemental payment itself, it being the intention of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employee.

Termination Benefits. In the event Employee’s 's employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 12 months of following the Change in ControlControl or within ninety 90 days before the Change in Control as specified in Section 1(B), the Trust or the successor owner shall provide Employee with the following termination benefits: A. continuation of Employee’s 's base salary at the rate in effect as of the termination date for a period of 24 12 months from the date of termination (in the event of Employee’s 's death, said salary shall be paid to Employee’s 's estate); B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-pro rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months; C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s 's group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner; D. immediate vesting in all then unvested options granted to Employee under the Trust’s 's 2007 Omnibus Long-Term Incentive Stock Option Plan or other plan under which such grants have been made by the Trust to Employee (the “Omnibus Plan”) and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Omnibus Plan, and Employee shall have the right, in Employee’s 's sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s 's shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s 's option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and; E. immediate vesting in all then unvested share grants granted to Employee under the Trust’s Share Grant Omnibus Plan and Employee shall have the right, in Employee’s 's sole discretion, to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s 's shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s 's option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 days after the involuntary termination shall not be subject to this option; and F. if, by virtue of receipt of the Termination Benefits described aboveabove and any other payments in the nature of compensation, Employee is subject to excise tax pursuant to Section 4999 of the Internal Revenue Code (the “Code”), the Trust or its successor owner Termination Benefits shall make a supplemental cash payment to Employee no later than sixty (60) days after the date upon which Employee presents be reduced to the Trust or its successor owner minimum extent necessary to avoid imposition of the excise tax, but only if such reduction would result in Employee retaining a letter setting forth a reasonable basis upon which Employee or Employee’s advisors have determined that such greater amount after taking into account the excise tax that would be owed if no such reduction were made. If such reduction is applicable required to Employee. The amount of such supplemental payment be made, the Termination Benefits shall be equal reduced in such manner as required so as not to such give rise to there being deemed to be more than one time or form of payment of any amount as will provide Employee with funds equal to that constitutes nonqualified deferred compensation under Code Section 409A. To that end (i) the excise tax attributable to the Termination Benefits; extent permissible under Code Section 409A, such reductions shall be made so that the latest payments in time are reduced first, starting with payments under Section 2(B) until those payments have been eliminated if necessary, then payments under Section 2(A) until those payments have been eliminated if necessary, and ending with payments under Section 2(C) (if the payments under Section 2(C) are taxable payments) until those payments have been eliminated if necessary, or (ii) any excise tax attributable to the supplemental extent that is not permissible under Code Section 409A, the reductions shall be made ratably from each payment itself; under Sections 2(B), 2(A), and 2(C) (iiiif the payments under Section 2(C) any federal are taxable payments). To the extent that the reduction of payments in Section 2(B), 2(A) and 2(C) is not sufficient to avoid imposition of the excise tax, then after making such reductions, accelerated vesting shall be reduced, starting with the vesting that otherwise would occur latest in time, first under Section 2(E) until accelerated vesting has been eliminated under that Section if necessary and last, accelerated vesting under Section 2(D) until accelerated vesting has been eliminated under that Section if necessary. Any reduction of payments or local income taxes attributable accelerated vesting required under Section 2(F) shall occur only to the supplemental payment itself, it being the intention minimum extent necessary to avoid imposition of the parties that Employee be placed in the same position for Federal and local income tax purposes as if Section 4999 of the Internal Revenue Code had no application to Employeeexcise tax.