Common use of Termination by Company without Cause or by Executive for Good Reason Clause in Contracts

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive's employment ’s agreement is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason:Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the “Severance Benefits”): (1) The Company will pay Executive, on the Company’s first payment date after Executive’s date of termination of agreement, (i) the Company shall pay to Executive (A) his Base Salary and Executive’s accrued vacation pay but unpaid salary through the Date date of Terminationtermination, as soon as practicable following (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Date of TerminationCompany’s standard expense reimbursement policies, and (Biii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a payment equal to two times Executive's current base scheduled annual salary participant in accordance with applicable law and two times the average total additional compensation provisions of such plan (i.e.collectively, bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two “Accrued Obligations”). (2) preceding fiscal years Severance pay in the form of continuation of Executive’s final Base Salary for a period of twelve (12) months following termination (the “Severance Payments”). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company’s regular payment schedule in effect following Executive’s termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive’s stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive’s termination date shall accelerate and deemed to be satisfied as of the date of Executive’s termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive’s outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the “Prorated Bonus”). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive’s bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company ending prior to termination within seven (7) are paid their bonuses for the calendar days following year under the Date of Termination; provided, howeverBonus Plan or, if later, the Release Effective Date. (5) If Executive has previously given a notice not to extend timely elects continued coverage under the Employment Period Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 2, 4980B of the payment referred to in this subsection Code until the earliest of (i) shall not be made; twelve (12) months following the termination date; (ii) the Company shall maintain in full force and effect, date when Executive becomes eligible for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent health insurance coverage and benefits, without waiting period in connection with new employment or preself-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, employment; or benefit-by-benefit, basis); and (iii) the Company shall reimburse date Executive pursuant ceases to Section 5(d) be eligible for reasonable expenses incurredCOBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) must immediately notify the Company shall forgive and cancel all loans made by of such event. Notwithstanding the foregoing, if the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectlydetermines, in competition with its sole discretion, that it cannot reimburse the Company COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)Public Health Service Act), regardless of whether Executive elects or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstandingis eligible for COBRA coverage, the total Company instead shall pay to Executive, on the first day of each calendar month following the severance payments payable under this Section 8(a) shall be reduced termination date, a fully taxable cash payment equal to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment applicable COBRA premiums for that month. Executive would be subject to an excise tax under Section 4999(a) of the Codemay, but only if Executive determines that is not obligated to, use such Special Cash Payments toward the after-tax value cost of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionCOBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the The Company shall will pay to Executive in a single lump sum payment (A) his Executive’s pro rata Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) the product obtained by multiplying the Executive’s Annual Compensation by a payment equal factor of 1. For purposes of this Agreement, Annual Compensation is the sum of the Executive’s annualized Base Salary and the bonus paid to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) Executive for the two last twelve (212) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following months before the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made;. (ii) the The Company shall will maintain in full force and effect, for the continued benefit of Executive (and Executive’s spouse and/or Executive’s dependents, his spouse and his dependents as applicable) for a period of three twelve (312) years months following the Date of Termination the medical, hospitalization, dentaland dental programs, disability and life insurance programs in which Executive (and Executive’s spouse and/or Executive’s dependents, his spouse and his dependents were participating as applicable) participated immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation limitations contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if the Executive (or Executive’s spouse) is eligible for Medicare of a similar type of government medical benefit, his such benefit shall be the primary provider before Company medical benefits are provided. If Executive (or Executive’s spouse or his dependents and/or Executive’s dependents) cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive (and Executive’s spouse and/or Executive’s dependents, his spouse and his dependents as applicable) with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("“Continued Benefits"”). However, providedif Executive becomes reemployed with another employer and is eligible to receive medical, that hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such Continued Benefits shall terminate on other plan during the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); andapplicable period. (iii) the The Company shall will reimburse Executive Executive, pursuant to Section 5(d) the Company’s policy, for reasonable business expenses incurred, but not paid paid, prior to such termination the Date of employment;Termination. (iv) Executive shall receive a prorated payment under any annual cash incentive bonus plan then in effect, subject to the terms and conditions set forth below. The Company’s current annual cash incentive bonus plan establishes both subjective and objective performance criteria (and for some Executives, individual and Company criteria) that must be satisfied for an employee to be eligible for a bonus. In determining whether Executive is entitled to a prorated payment of an annual bonus under this provision, the Company shall: (i) assume that any subjective or individual performance criteria applicable to the Executive have been 100% satisfied; and (ii) with respect to any objective Company performance criteria applicable to the Executive, compare the actual performance of the Company for the respective fiscal year through the end of the month prior to the Date of Termination, against the budget targets for those objective Company performance criteria levels for such period. The performance criteria will then be evaluated under the terms of the annual cash incentive bonus plan. To the extent such criteria are deemed to be satisfied in accordance with the foregoing, and a bonus would be payable to Executive, such bonus shall be prorated for the respective fiscal year through the Date of Termination. Such prorated bonus, if any, shall be due and payable within ten (10) days of the Date of Termination. (v) Executive will be entitled to any other rights, compensation and/or benefits as may be due to Executive following such termination to which Executive is otherwise entitled in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. If (i) Except as provided in subsection (ii) below, if Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) , and subject to Executive’s compliance with the Company shall pay conditions set forth in SECTION 3.3, Executive shall, subject to Executive the provisions of this SECTION 3.2, be entitled to a severance payment consisting of (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment cash amount equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years sum of the Company ending current calendar year’s Base Salary and the prior year’s Cash Incentive Bonus, (B) reimbursement of COBRA health insurance premiums as described below for up to termination within seven 24 months from the date of termination, and (7C) calendar days following the Date of Termination; providedacceleration to 100% vested status for all stock, however, if the stock option and other equity awards currently held by Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions extent such awards (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all than stock options and other pension or employment benefits granted stock appreciation rights) are not subject to Executive prior to the Date performance-based vesting for purposes of Termination shall fully vest qualifying as “performance-based compensation” for purposes of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (viSection 162(m) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason “CODE”). If no Cash Incentive Bonus was paid for the year before the year in which termination occurs, for purposes of such excess parachute payment Executive would be subject to an excise tax the bonus component of the severance payable under Section 4999(a(A) of the preceding sentence, Executive shall be entitled to two times the higher of: (A) the Executive’s target bonus for the year of termination under the Company’s Annual Incentive Plan, and (B) any discretionary bonuses paid to Executive within the 12 month period preceding termination. (ii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within 12 months after a Change of Control, and subject to Executive’s compliance with the conditions set forth in SECTION 3.3, Executive shall, subject to the provisions of this SECTION 3.2, be entitled to a severance payment consisting of (A) a cash amount equal to two and a half (2.5) times the sum of the current calendar year’s Base Salary and the prior year’s Cash Incentive Bonus, (B) reimbursement of COBRA health insurance premiums as described below for up to 30 months from the date of termination, and (C) acceleration to 100% vested status for all stock, stock option and other equity awards currently held by Executive to the extent such awards (other than stock options and stock appreciation rights) are not subject to performance-based vesting for purposes of qualifying as “performance-based compensation” for purposes of Section 162(m) of the Code of 1986. If no Cash Incentive Bonus was paid for the year before the year in which termination occurs, for purposes of the bonus component of the severance payable under (A) of the preceding sentence, Executive shall be entitled to two and a half (2.5) times the higher of: (A) the Executive’s target bonus for the year of termination under the Company’s Annual Incentive Plan, and (B) any discretionary bonuses paid to Executive within the 12 month period preceding termination. (iii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, regardless of whether such termination occurs within 12 months after a Change of Control, and subject to Executive’s compliance with the conditions set forth in SECTION 3.3, Executive shall, subject to the provisions of this SECTION 3.2, be entitled to a prorated Cash Incentive Bonus for the year in which the date of termination occurs, based on attainment of the applicable corporate performance goals. The prorated bonus will be an amount in cash equal to the Executive’s Cash Incentive Bonus for the year in which the date of termination occurs, based on attainment of the applicable corporate performance goals, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the prorated Cash Incentive Bonus will be made in a lump sum at the same time that other employees of the Company are paid their Cash Incentive Bonuses for the calendar year to which the Cash Incentive Bonus relates. (iv) If Executive is entitled to the severance payment under subsection (ii), payment of the entire cash severance amount under subsection (ii) will be made in a lump sum on the 60th day after Executive’s date of termination. If Executive is entitled to the severance payment under subsection (i), Executive shall receive (A) half of the cash severance amount under subsection (i) in a lump sum on the 60th day after the date of termination and (B) half the number of months of health insurance reimbursement under subsection (v)(A). Executive shall not be entitled to the remainder of the cash severance payment under subsection (i) or the second half of health insurance reimbursement under subsection (v)(A), unless Executive gives notice to the Company within 30 days before the conclusion of 50% of the Non-Compete Term that he agrees to comply with SECTION 2.3(c) and SECTION 2.4 for the remainder of the Non-Compete Term and, in consideration therefor, desires to receive the remainder of the severance payment under subsection (i) and the second half of the health insurance reimbursement under subsection (v)(A), in which event Executive shall be entitled to the additional health insurance reimbursement under subsection (v)(A) and the remainder of the cash severance payment under subsection (i), payable in a lump sum on the 15th day after the end of the first 50% of the Non-Compete Term, which for purposes of clarity means that the payment date for the remainder of the cash severance payment shall be the date that is six (6) months and 15 days following the Executive’s date of termination. (v) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 4980B of the Code. Subject to subsection (iv) above, such reimbursements shall continue for the period during which the Executive elects continued coverage under COBRA, but only (A) if Executive determines receives the severance payment under subsection (i), not in excess of 24 months or (b) if Executive receives the severance payment under subsection (ii), not in excess of 30 months. Subject to subsection (iv) above, if Executive is eligible for continued COBRA reimbursement, when COBRA coverage would otherwise end, Executive may elect to extend the COBRA continued coverage under the Company’s health plan until the date that is 24 months from the date of termination as provided in (A) of the preceding sentence or 30 months from the date of termination as provided in (B) of the preceding sentence, as applicable, provided that the after-Company’s health plan permits such extension and such extension will not cause adverse tax value consequences to the Company or Executive. These reimbursements will commence on the 60th day following the date of termination and will be paid on the first payroll date of each month, provided that Executive demonstrates proof of payment of the applicable premium prior to the applicable reimbursement payment date. (vi) Executive shall not be under any duty or obligation to seek or accept other employment following a termination benefits calculated with of employment pursuant to which a severance payment under this SECTION 3.2 is payable and the foregoing restriction exceed those calculated without the foregoing restrictionamounts due Executive pursuant to this SECTION 3.2 shall not be reduced or suspended if Executive accepts subsequent employment or earns any amounts as a self-employed individual.

Termination by Company without Cause or by Executive for Good Reason. If If, during the Employment Term, Company terminates Executive's employment is terminated by the Company without Cause or by Executive resigns for Good Reason, Executive will be entitled to receive the following payments and benefits: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be madeany Accrued Compensation; (ii) the Company shall maintain continued payment of Base Salary (without giving effect to any reduction in full force and effect, Base Salary that constitutes Good Reason) for the continued benefit remainder of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); andEmployment Term; (iii) payment of the Company shall reimburse Executive pursuant Transition Payment provided for under, and subject to Section 5(d) for reasonable expenses incurredthe terms of, but not paid prior to such termination of employmentSECTION 4(B); (iv) Executive a pro rated incentive bonus for the year of termination, determined by multiplying (A) the target annual incentive bonus for the year or, if no target annual incentive bonus was established for the year or the target annual incentive bonus for the year was materially reduced so as to constitute Good Reason, the highest incentive bonus earned within the preceding three years, by (B) a fraction, the numerator of which is the number of days from the beginning of the calendar year through the date of termination, and the denominator of which is 365, which amount shall be entitled to any other rights, compensation and/or benefits as may be due to Executive paid in accordance with the terms and provisions of any agreements, plans or programs a lump sum within ten days of the Companydate of termination; (v) all stock options and other pension or employment benefits granted an additional incentive bonus equal to one-half of the annual incentive bonus paid to Executive prior to the Date of Termination shall fully vest as on account of the Date of Termination (inclusive of any granted immediately preceding fiscal year, payable at the time Company would otherwise have paid to Executive prior to the Employment Period)annual incentive bonus for the year of his termination; (vi) full and immediate vesting of the Company shall forgive Option and cancel all loans made by any outstanding stock options or other equity-based awards and, in the Company case of the Option and such other stock options or any Affiliate equity-based awards, the continued right to Executiveexercise the options (or other awards) for at least 12 months following the date of termination, if any, and shall take all actions and execute all documents necessary to evidence but in no event beyond the forgiveness and cancellation expiration of the stated term of such loansoption (or other award); and (vii) the Company shall eliminate any continuing group health and all restrictions on group life insurance coverage for Executive and, where applicable, Executive's ability either spouse and eligible dependents, at the same benefit levels in effect from time to engage in any activitiestime with respect to active senior executives of Company ("Benefit Continuation Coverage"), directly or indirectlyfor the lifetimes of Executive and his spouse and, in competition with the case of Executive's eligible dependents, until such dependent's attainment of the maximum age up to which the Company's plan, as then in effect, covers dependents of Company (includingemployees; provided that the cost of such coverage during the Transition Period shall be split between Company and Executive in the same ratio as the cost-sharing in effect under the Company's policies and procedures for Company executives at that time, without limitationand the cost of such coverage after the expiration of the Transition Period shall be borne 100% by Executive. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive will instead be entitled to cash payments sufficient to reimburse Executive and/or Executive's spouse and eligible dependents, on an after-tax basis, for a proportionate amount of the restrictions reasonable cost of comparable individual or other replacement coverage through the end of the Transition Period. Executive agrees that if he breaches the restrictive covenants set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b))SECTION 12, or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Company may cease paying Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments amounts otherwise payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"SECTION 10(B) and by reason of such excess parachute payment Executive would be subject will retain its rights to an excise tax under Section 4999(a) of enforce the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionrestrictive covenants and to seek any other remedies available at law.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) within ten (10) days following such termination, the Company shall pay to Executive (A) his Base Salary and accrued vacation pay earned and/or accrued, but unpaid through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary any accrued vacation pay; and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3_1_) years year following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; providedPROVIDED, that THAT, if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), providedPROVIDED, that THAT, such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, coverage or benefit-by-benefit, basis); and (iiiii) the Company shall reimburse Executive pursuant to Section 5(d) 5 for reasonable expenses incurred, but not paid prior to such termination of employment;; and (iviii) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company;; and (viv) all with respect to equity awards granted or made on or after the Commencement Date, notwithstanding the terms or conditions of any stock options option, stock appreciation right, restricted stock or similar agreements between the Company and other pension or employment benefits granted to Executive prior to the Date of Termination contrary, and for purposes thereof, such agreements shall fully vest be deemed not to be amended in accordance with this Section 8(a)(v) if need be as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (viunder Paragraph 6(d) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c6(e) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with neither the Company, the Board nor the Committee shall take or assert any position contrary to the foregoing, such that Executive shall vest, as of the Date of Termination, in all rights under such agreements (E.G., stock options that would otherwise vest after the Date of Termination) and in the case of stock options, stock appreciation rights or similar awards, thereafter shall execute be permitted to exercise any and all documents necessary or reasonably requested such rights until the end of the term of such awards (regardless of any termination of employment restrictions therein contained) and restricted stock held by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total shall become immediately vested as of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment Date of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionTermination.

Termination by Company without Cause or by Executive for Good Reason. a) If Executive's employment agreement is terminated by the Company without Cause (and not due to death or Permanent Disability) or by Executive for Good Reason:Reason Executive complies with his continuing obligations to the Company, and provided that Executive satisfies the Release Requirement in Paragraph II(B)(4) below, Executive shall be eligible to receive the following (collectively, the "Severance Benefits"): (1) The Company will pay Executive, on the Company's first payment date after Executive's date of termination of agreement, (i) the Company shall pay to Executive (A) his Base Salary and Executive's accrued vacation pay but unpaid salary through the Date date of Terminationtermination, as soon as practicable following (ii) any unreimbursed business expenses incurred by Executive payable in accordance with the Date of TerminationCompany's standard expense reimbursement policies, and (Biii) benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a payment equal to two times Executive's current base scheduled annual salary participant in accordance with applicable law and two times the average total additional compensation provisions of such plan (i.e.collectively, bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two "Accrued Obligations"). (2) preceding fiscal years Severance pay in the form of continuation of Executive's final Base Salary for a period of nine (9) months following termination (the "Severance Payments"). Subject to Paragraph II(B)(5) below, the Severance Payments shall be made on the Company's regular payment schedule in effect following Executive's termination date; provided, however that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date. For such purposes, Executive's final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive's right to resign for Good Reason. (3) Notwithstanding the terms of any equity plan or award agreement to the contrary, the time-based vesting conditions applicable to Executive's stock options and/or other equity awards subject to time-based vesting requirements that are outstanding and not vested as of Executive's termination date shall accelerate and deemed to be satisfied as of the date of Executive's termination. For the avoidance of doubt, the accelerated vesting provided under this section shall not apply to any liquidity event or performance-based vesting conditions applicable to any of Executive's outstanding stock options or other equity awards as of the date of termination. In all other respects, such time-based stock options and/or other equity awards shall continue to be governed by the terms of the applicable equity plan and award agreements. (4) Executive will be eligible for a prorated bonus payment for the year in which the date of termination occurs, based on attainment of the applicable performance goals for that year, pursuant to the terms and conditions of the Bonus Plan (the "Prorated Bonus"). The Prorated Bonus, if earned, will be an amount in cash equal to the Executive's bonus target for the year in which the date of termination occurs, multiplied by a fraction, the numerator of which is the number of days that Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). Payment of the Prorated Bonus will be made in a lump sum at the same time that other employees of the Company ending prior to termination within seven (7) are paid their bonuses for the calendar days following year under the Date of Termination; provided, howeverBonus Plan or, if later, the Release Effective Date. (5) If Executive has previously given a notice not to extend timely elects continued coverage under the Employment Period Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company will reimburse Executive for the monthly COBRA cost of continued health coverage paid by Executive under the applicable health plan of the Company pursuant to Section 2, 4980B of the payment referred to in this subsection Code until the earliest of (i) shall not be made; nine (9) months following the termination date; (ii) the Company shall maintain in full force and effect, date when Executive becomes eligible for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent health insurance coverage and benefits, without waiting period in connection with new employment or preself-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, employment; or benefit-by-benefit, basis); and (iii) the Company shall reimburse date Executive pursuant ceases to Section 5(d) be eligible for reasonable expenses incurredCOBRA continuation coverage for any reason (the "COBRA Premium Period"). In the event Executive becomes covered under another group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) must immediately notify the Company shall forgive and cancel all loans made by of such event. Notwithstanding the foregoing, if the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectlydetermines, in competition with its sole discretion, that it cannot reimburse the Company COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)Public Health Service Act), regardless of whether Executive elects or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstandingis eligible for COBRA coverage, the total Company instead shall pay to Executive, on the first day of each calendar month following the severance payments payable under this Section 8(a) shall be reduced termination date, a fully taxable cash payment equal to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment applicable COBRA premiums for that month. Executive would be subject to an excise tax under Section 4999(a) of the Codemay, but only if Executive determines that is not obligated to, use such Special Cash Payments toward the after-tax value cost of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionCOBRA premiums.

Termination by Company without Cause or by Executive for Good Reason. If the Executive's employment is terminated by the Company without Cause (other than Disability) or by the Executive for Good Reason, in each case before a Change in Control has occurred: (i) the Company shall pay to Executive the Executive, on or before the Date of Termination, a lump sum payment equal to the greater of: (1) the sum of (A) his Base Salary and Salary, accrued vacation pay and Auto Allowance, in each case through the Date of Termination, as soon as practicable following (B) Base Salary and Auto Allowance that would have been payable for the remaining term of the Employment Period had such termination not taken place, and (C) Annual Bonus in the amount of fifty percent (50%) of the then Base Salary that would have been payable for the remaining term of the Employment Period had such termination not taken place, and (2) the sum of (A) Base Salary, accrued vacation pay and Auto Allowance, in each case through the Date of Termination, and (B) a payment equal to two three (3) times the Executive's current base scheduled annual salary Base Salary and two (C) three (3) times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for Annual Bonus paid with respect to the two (2) fiscal year ended immediately preceding fiscal years the date of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be madesuch termination; (ii) the Company shall maintain in full force continue to provide the Executive and effect, for the continued benefit of Executive, his eligible spouse and his dependents for a period equal to the greater of (A) the remaining term of the Employment Period, or (B) three (3) years following the Date of Termination Termination, the medical, hospitalization, dental, disability dental and life insurance programs program and other benefits provided for in which ExecutiveSection 5(f), his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Terminationif he had remained employed; provided, that if the Executive, his spouse or his eligible dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, the Executive and his spouse and his dependents with the economic equivalent of such the benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits")programs; and provided, providedfurther, that such Continued Benefits benefits shall terminate on the date or dates the Executive receives substantially becomes eligible to receive equivalent coverage and benefits, without waiting period or pre-existing condition limitations, benefits under the plans and programs of a subsequent employer at an equivalent cost to the Executive (such coverage and benefits to be determined on a coverage-coverage- by-coverage, or benefit-by-benefit, basis); and; (iii) all outstanding equity incentive awards (including, without limitation, stock options granted under the Stock Option Plan) shall immediately vest and, if such termination occurs prior to a Change in Control, any then outstanding stock options or similar awards held by Executive shall remain exercisable for a period of one year from the date of such termination or, if earlier, until the end of the Option Term and, if such termination occurs after a Change in Control, Executive shall be entitled to receive from the Company shall a lump sum amount equal to the "spread" (i.e., the closing price of one share of common stock of the Company on the Date of Termination minus the exercise price set forth in the stock option agreement or other agreement governing the option or similar award, multiplied by the number of shares of common stock of the Company that are subject to such stock option agreement or other agreement governing the option or similar award) on any then outstanding stock options or similar awards held by Executive in exchange for the surrender and cancellation of such awards; (iv) the Company shall, consistent with past practice, reimburse the Executive pursuant to Section 5(d) 5 for reasonable business expenses incurred, incurred but not paid prior to such termination Date of employmentTermination; (ivv) the Executive shall be entitled to any other rights, compensation and/or benefits as may be due to the Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; Company (v) all stock options and other pension than any severance-based plan or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Periodprogram);; and (vi) the Company If (x) a Change in Control shall forgive occur following such Date of Termination and cancel all loans made by the Company or any Affiliate to Executive, if any, and (y) it shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and be determined that a Payment (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth as defined in Section 10(c9(d) of this Agreement but not the restrictions set forth in Sections 10(abelow) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Excise Tax (as defined in Section 4999(a9(d)), then the Executive shall be entitled to receive a Gross-Up Payment (as defined in Section 9(d)), as provided in Section 9(d) and Exhibit A hereto. The Gross-Up Payment shall be paid pursuant to Exhibit A hereto. The payments and benefits provided for as subclause (A) of clause (i) above and in clause (iv) above are hereinafter referred to as the Code"Accrued Obligations". The receipt of any amounts to be paid under this subsection (a) is conditioned upon the Executive or his personal representative's execution and delivery of a general release reasonably satisfactory to the Company releasing the Company, but only if Executive determines that the after-tax value its officers, agents, stockholders and affiliates from any liability for any matter in law or equity concerning any aspect of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionhis employment.

Termination by Company without Cause or by Executive for Good Reason. If the Executive's ’s employment is terminated by the Company without Cause (other than Disability) or by the Executive for Good Reason, in each case before a Change in Control has occurred: (i) the Company shall pay to Executive the Executive, promptly (but in no event more than ten (10) business days) after the Date of Termination, a lump sum payment equal to the sum of (A) his Base Salary and accrued vacation pay pay, in each case through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal three (3) times the Executive’s Base Salary in effect immediately prior to two times Executive's current base scheduled annual salary such termination and two (C) three (3) times the average total additional compensation actual Annual Bonus earned by the Executive in the three (i.e., bonus, pension, 401(k3) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of preceding the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to fiscal year in this subsection (i) shall not be madewhich Executive’s employment is terminated; (ii) the Company shall maintain in full force continue to provide the Executive and effect, for the continued benefit of Executive, his eligible spouse and his dependents for a period of equal to three (3) years following the Date of Termination Termination, the medical, hospitalization, dental, disability dental and life insurance programs program and other benefits provided for in which ExecutiveSection 5(f), his spouse as if he had remained employed as follows: (A) during the first eighteen (18) months following the Date of Termination, medical, hospitalization and his dependents were participating dental benefits shall be continued by the Company as if the Executive was still actively employed and the Executive shall continue to make the same co-payments he paid on the date immediately prior to preceding the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive B) for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, all other benefits the Company shall arrange promptly (but in no event more than ten (10) days after incurring such expenses) reimburse the Executive for the insurance premium cost incurred to provide Executive, his spouse and his dependents with purchase the economic equivalent of such the benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits")programs; and provided, providedfurther, that such Continued Benefits benefits shall terminate on the date or dates the Executive receives substantially becomes eligible to receive equivalent coverage and benefits, without waiting period or pre-existing condition limitations, benefits under the plans and programs of a subsequent employer at an equivalent cost to the Executive (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and; (iii) unless otherwise expressly provided in the applicable award agreement, all outstanding equity incentive awards (including, without limitation, stock options granted under the Stock Option Plan) shall immediately vest and any then outstanding stock options or similar awards held by Executive shall remain exercisable for a period of one year from the date of such termination or, if earlier, until the end of the Option Term; (iv) the Company shall shall, consistent with past practice, reimburse the Executive pursuant to Section 5(d) 5 for reasonable business expenses incurred, incurred but not paid prior to such termination Date of employmentTermination. Reimbursement of such expenses shall be provided to the Executive in accordance with the Company’s normal business practices but not later than the end of the calendar year following the calendar year in which the expense was incurred; (ivv) the Executive shall be entitled to any other rights, compensation and/or benefits as may be due to the Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company;Company (other than any severance-based plan or program); and (vvi) all stock options and other pension or employment benefits granted to Executive prior to the If (x) a Change in Control shall occur following such Date of Termination and (y) it shall fully vest be determined that a Payment (as defined in Section 9(d) below) would be subject to Excise Tax (as defined in Section 9(d)), then the Executive shall be entitled to receive a Gross-Up Payment (as defined in Section 9(d)), as provided in Section 9(d) and Exhibit A hereto. The Gross-Up Payment shall be paid pursuant to Exhibit A hereto. The payments and benefits provided for in Sections 8(a)(i)(A), 8(a)(iv) and 8(a)(v) above are hereinafter referred to as the “Accrued Obligations”. The receipt of any amounts to be paid under this subsection (a) (other than any Accrued Obligations) is conditioned upon the Executive or his personal representative’s execution and delivery (and non-revocation) of a release in the form shown in Exhibit B hereto within thirty (30) days of the Date of Termination (inclusive Termination. Following the Company’s payments and provisions of any granted to Executive prior to all of the Employment Period); (vi) foregoing, the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced have no further obligations to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionhereunder.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company terminates Executive’s employment without Cause or by Executive resigns Executive’s employment for Good Reason, then, conditioned upon Executive’s execution (and non-revocation) of a Non-Solicitation Legal Release within fifty-five days following Executive’s termination of employment and subject to the terms of Paragraph 5 herein, the Company will: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of TerminationExecutive, as soon as practicable following the Date of Termination, and (B) in a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination lump sum within seven (7) calendar 14 business days following the Date of Termination; providedRelease Date, howeveran amount equal to one times Executive’s total average annual cash compensation (Executive’s annual base salary, if the CIO Compensation and PM Compensation but excluding any portion related to long-term incentive awards) paid or payable to Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, connection with his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating last two four-quarter periods immediately prior to the Date of Termination. The annual base salary component of Executive’s severance payment shall equal the greater of the Executive’s annual base salary for the year of the Date of Termination or that for the year preceding the year of the Date of Termination; (ii) make available to Executive three (3) months of outplacement services at no cost to Executive through a provider of such services selected by the level in effect and upon substantially the same terms and conditions (including without limitation contributions required Company to be used by Executive for such benefitsat any time during the applicable non-solicitation restriction period; (iii) as existed arrange to provide Executive and Executive’s dependents with medical, dental and vision insurance benefits substantially similar to those provided to Executive and Executive’s dependents immediately prior to the Date of Termination; provided, provided that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable receivable under this Section 8(a) shall paragraph will be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code same type are received by or made available to Executive during the twelve (12) month period following Executive’s Date of 1986Termination of employment (which such benefits Executive undertakes to promptly report to the Company); and provided further that any such health insurance benefits shall run concurrently with and will be offset against any continuation coverage under Part 6 of Title I of Employee Retirement Income Security Act of 1974, as amended amended. The amount of the benefits provided pursuant to this Section 4(c)(iii) during any calendar year may not affect benefits provided in any other calendar year; and (iv) make available to Executive the "Code"rights set forth in Section 4(f) and by reason of such excess parachute payment Executive would be this Agreement, subject to an excise tax under all the requirements set forth in Section 4999(a) of 4(f), including but not limited to, Executive being in “good standing” and signing the Code, but only if Executive determines that the afterNon-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionCompete Release (defined below).

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the The Company shall pay to Executive (A) his earned, but yet unpaid Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable any earned, but unpaid Bonus for the year prior to the year in which the Date of Termination occurs and any earned, but unpaid vacation pay no later than the 50th business day following the Date of TerminationTermination (the “Accrued Obligations”); and (ii) The Company shall pay to Executive the Bonus that would have been paid to Executive had he remained employed through the end of the fiscal year in which such termination occurs, and if any, pro-rated to reflect the number of days Executive was employed during such fiscal year over the number of days in such fiscal year (Bthe “Pro-Rated Bonus”), to be paid in the immediately following fiscal year at such time as the Company customarily pays bonuses, but not later than 2-1/2 months after the end of the fiscal year in which such termination occurs; and (iii) The Company shall pay to Executive a lump sum payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years 200% of the Company ending prior to termination within seven (7) calendar days sum of Executive’s annual rate of Base Salary and Target Bonus no later than the 50th business day following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iiiiv) the The Company shall reimburse Executive pursuant to Section 5(d) 5 for reasonable expenses incurred, but not paid prior to such termination of employment;, provided any such reimbursement of business-related expenses shall be made not later than December 31 of the year following the year in which the Executive incurred the expense. In no event will the amount of expenses so reimbursed by the Company in one year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (ivv) The Company shall reimburse Executive’s COBRA premiums (less amounts Executive paid for group coverage prior to termination) for the lesser of 18- months following the Date of Termination or the time Executive is no longer eligible for such coverage; and (vi) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company Executive shall eliminate any and all restrictions on Executive's ability either to engage in any activitiesreceive no further benefits or compensation, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of except as required by this Agreement but not or by law. (viii) For purposes of determining the restrictions set forth in Sections 10(a) and (b)), or amounts to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by be paid to Executive pursuant to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a), no reduction of or change to Base Salary, which would constitute Good Reason under Section 7(d) shall be reduced taken into account, regardless of the reason for the termination giving rise to Executive’s right to be paid, and the extent Company’s obligation to pay, the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment required under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction8(a).

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) within five (5) business days following such termination, the Company shall pay to Executive (A) his Base Salary earned but unpaid through the Date of Termination, any Bonus payable in respect of the fiscal year ending prior to the Date of Termination but not yet paid on the Date of Termination, and any accrued vacation pay through the Date of TerminationTermination (all such amounts described in this clause (A), as soon as practicable following collectively, the Date of Termination“Accrued Compensation”), and (B) a pro rata portion of Executive’s then Bonus Opportunity (which shall be the prior year’s Bonus Opportunity if no Bonus Opportunity has yet been established for such fiscal year), determined based on the number of days during the Fiscal Year in which the Date of Termination occurs that Executive was employed with the Company, relative to 365 days (such payment the “Prorata Bonus”), and (C) a lump-sum cash payment equal to two 2.99 times (the “Severance Multiple”) the sum of Executive's current base scheduled annual salary and two times the average total additional compensation ’s (i.e., bonus, pension, 401(kx) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending Base Salary as in effect immediately prior to termination within seven (7) calendar days following the Date of Termination; provided, howeverTermination (or, if such termination is in the Executive has previously given a notice not to extend the Employment Period case of Executive’s resignation for Good Reason pursuant to Section 26(d)(ii), Executive’s Base Salary as in effect immediately prior to the payment referred date such Base Salary was reduced) and (y) highest Bonus paid to Executive in the five-year period preceding such termination (including, for this subsection (ipurpose, any and all Bonuses paid to Executive prior to the date of this Agreement) provided, that, for purposes of this Section 8(a)(i), Executive’s Bonus shall not be made;deemed to be no less than $1,000,000; and (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three seven (37) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that that, if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("“Continued Benefits"”), provided, that further, that, such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, coverage or benefit-by-benefit, basis); and (iii) by no later than the date required under Section 409A of the Internal Revenue Code and the regulations and rules thereunder (collectively, “Section 409A”), the Company shall reimburse Executive pursuant to Section 5(d) 5 for reasonable all expenses described therein that Executive incurred, but for which Executive did not paid yet receive reimbursement, prior to the Date of Termination (such termination of employment;reimbursements, the “Reimbursement Amounts”); and (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company;Company (the “Accrued Benefits”) and (v) Notwithstanding the terms or conditions of any stock option, stock appreciation right or similar agreements between the Company and Executive to the contrary, and for purposes thereof, such agreements shall be deemed to be amended in accordance with this Section 8(a)(v) (if need be as of the Date of Termination) and neither the Company, the Board nor the Committee shall take or assert any position contrary to the foregoing: (A) Executive shall vest, as of the Date of Termination, in all rights under such agreements (including, without limitation, any stock options and other pension or employment benefits granted to Executive restricted stock awards outstanding and unvested immediately prior to the Date of Termination shall fully vest as of Termination); and (B) with respect to any stock options and stock appreciation rights, on and after the Date of Termination Executive shall be permitted to exercise any and all such awards until the end of the original term of such awards or, as required by Section 409A, if earlier, the tenth anniversary of the date of grant of such awards (inclusive regardless of any granted to Executive prior to the Employment Periodtermination of employment restrictions contained therein);; and (vi) within five (5) business days following such termination, the Company shall forgive and cancel all loans made pay to Executive a lump-sum payment equal to the amount of compensation or contributions (as the case may be) by the Company that Executive would have been entitled to receive (assuming he would have received the maximum amount payable or contributable under each plan or arrangement for any Affiliate year) under any plan or arrangement he was then participating (or entitled to Executive, if any, and shall take all actions and execute all documents necessary to evidence participate in) for a seven (7) year period following the forgiveness and cancellation Date of such loansTermination; and (vii) Any and all insurance benefit plans or policies for the benefit of Executive shall become the sole property of Executive and, to the extent applicable, all of the Company’s rights therein (including repayment of premiums) shall be forfeited by the Company and, to the extent not already made, the Company shall eliminate any and make, at such time(s) as may be required under such insurance benefit plans or policies, all restrictions on Executive's ability either contributions or payments required to engage be made in any activities, directly or indirectly, order to maintain such policies for the year in competition with which the Company (including, without limitation, the restrictions set forth in Section 10(c) Date of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionTermination occurs.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., Base Salary plus bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days as soon as practicable following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d5(c) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive during the Employment Period more than one year prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any Termination; and all stock options granted to Executive prior to before the Employment Period)Period shall also fully vest; (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to ExecutiveExecutive during the Employment Period, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. If the Company terminates Executive's ’s employment without Cause (other than by reason of death or Disability) or Executive terminates employment with the Company Group for Good Reason, then Executive shall be entitled to receive the following: (a) the Accrued Benefits, (b) an amount equal to twelve (12) months of the Base Salary as in effect immediately before the Termination Date (the “Severance Payment”) payable in substantially equal installments in accordance with the Company’s regularly scheduled executive payroll starting on the first regularly scheduled payroll date following the Release Effective Date (the “Initial Installment Date”), which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is terminated eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Code”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”), which Release becomes effective (i.e., Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date of the Release, the “Release Effective Date”) and (ii) Executive’s past and continued compliance and non-breach of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered the Release and any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a termination by the Company without Cause or by Executive for Good Reason: (i) the Company , Executive shall pay have no rights to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, any compensation or any other benefits under this Agreement other than as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to specifically provided in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction2.4.

Termination by Company without Cause or by Executive for Good Reason. If In the event that Executive's ’s employment is terminated during the Employment Term by the Company without Cause pursuant to Section 7(a) or by Executive for Good Reason: Reason pursuant to Section 7(b), the Company shall compensate Executive as follows: (i) on the date of termination, the Company shall pay to the Executive a lump sum amount equal to (A) his any portion of unpaid Base Salary Compensation and accrued vacation pay through Equity Grant then due for periods on or prior to the Date effective date of Termination, as soon as practicable following the Date of Termination, and termination plus (B) a payment equal to two times any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive's current base scheduled annual salary , all expenses reasonably and two times necessarily incurred by Executive in connection with the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years business of the Company ending prior to the date of termination; and (iii) on the date that the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (the “Release”) and the Release becomes effective (and no longer subject to revocation) within seven sixty (760) calendar days following the Date date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefitstermination, the Company shall arrange (y) pay to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs Executive the Severance Payment ("Continued Benefits"as defined below), provided, that such Continued Benefits which Severance Payment shall terminate on be paid within five (5) business days following the date or dates Executive receives substantially equivalent coverage the Release becomes effective (and benefitsno longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, without waiting period or pre-existing condition limitations“Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of the date of termination (or, under in the plans and programs case of a subsequent employer (such coverage and benefits resignation for Good Reason due to be determined on a coverage-by-coveragereduction in Base Salary, or benefit-by-benefit, basis); and (iii) at the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid Base Salary rate in effect immediately prior to such termination reduction). In the event Executive’s employment is terminated without Cause or for Good Reason and a Change of employment; Control of the Company occurs within six (iv6) months of such termination, Executive also shall be entitled to any other rightsthe severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, compensation and/or benefits as may the Severance Payment shall not be due to Executive in accordance with paid until the terms and provisions of any agreements, plans or programs of later taxable year. If the Company; (v’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not would subject the restrictions set forth in Sections 10(a) Company to any tax or penalty under the Patient Protection and (b)), Affordable Care Act or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a105(h) of the CodeCode (“Section 105(h)”), but only if Executive determines that and the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionCompany agree to work together in good faith to restructure such benefit.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation continued Base Salary (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowanceas provided for in Section 5(a)) for the two a period of twenty-four (224) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days months following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three twenty-four (324) years months following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), ; provided, that if Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (other plan during such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); andapplicable period; (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid paid, prior to such termination of employment;; and (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive following such termination to which he is otherwise entitled in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., Base Salary plus bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days as soon as practicable following the Date of TerminationTermination (for this purpose Executive's compensation earned with New Plan shall be used to the extent necessary); provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d5(c) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive more than one year prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive by New Plan prior to the Employment PeriodEffective Time); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to ExecutiveExecutive during the Employment Period, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections Section 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. If In the event that Executive's employment is terminated by the Company without Cause pursuant to Section 5(f) hereof or by the Executive for Good Reason: (iReason pursuant to Section 5(d) hereof, the Company shall pay to Executive the following compensation and benefits in addition to the compensation and benefits provided for in Section 6(a) above: (i) Executive shall be entitled to be paid: (A) his Base Salary and accrued vacation at the rate in effect immediately prior to the effective date of termination on the Company's regular pay through the Date days for a period of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years from the effective date of termination as if his employment had continued until the Company ending prior end of such two (2)-year period; and (B) an aggregate amount equal to termination within seven two (72) calendar times the Bonus Average, which shall be paid in equal installments on the Company's regular pay days following over the Date course of Termination; provided, however, if twenty-four (24) months from the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made;effective date of termination. (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse Executive and his dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to full-time senior executives of the Company immediately prior to the effective date of termination for a period of three two (32) years following from the Date effective date of Termination termination, or until Executive becomes eligible for substantially equivalent employer-provided health insurance benefits from any other person or business entity, whichever occurs first. In the medicalevent that participation in any such plan, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date program or arrangement of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefitsis prohibited, the Company shall will arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits substantially similar to those benefits which they otherwise Executive would have been entitled to receive under such plans and programs ("Continued Benefits")plan, provided, that program or arrangement for such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); andperiod. (iii) All of Executive's then outstanding options to purchase shares of the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurredCompany's common stock, but not paid prior to such termination or following consummation of employment; (iv) Executive the US Reorganization Transaction, of WSI's common stock, shall be entitled to any other rights, compensation and/or benefits as may be due to Executive vested and exercisable in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date option plan of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate of WSI, as the case may be, pursuant to Executivewhich such options were granted (the "Governing Stock Option Plan") as then in effect; PROVIDED, HOWEVER, that if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on terminates Executive's ability either to engage in any activities, directly employment without Cause or indirectly, in competition Executive terminates his employment with the Company (includingfor Good Reason within the one-year period preceding, without limitationor within the two-year period following, a "Change of Control", Executive shall be paid the restrictions set forth compensation and benefits provided for in Section 10(c) of this Agreement but not 7 hereof rather than the restrictions set forth compensation and benefits provided for in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction6(f).

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall will pay to Executive within thirty (30) days of the Date of Termination in a single lump sum payment (A) his earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, Termination and (B) a payment an amount equal to two times Executive's current base scheduled annual salary his then Base Salary less all applicable federal and two times the average total additional compensation state payroll tax withholdings (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be madeany); (ii) the Company shall will maintain in full force and effect, for the continued benefit of Executive, Executive (and his spouse and and/or his dependents dependents, as applicable) for a period of three eighteen (318) years months following the Date of Termination Termination, the medical, hospitalization, dental, disability and life insurance dental programs in which Executive, Executive (and his spouse and and/or his dependents were participating dependents, as applicable) participated immediately prior to the Date of Termination Termination, at the level in effect and upon substantially the same terms and conditions (including including, without limitation limitation, contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse Executive (or his dependents cannot continue spouse) is eligible for Medicare or a similar type of governmental medical benefit, such benefit shall be the primary provider before Company medical benefits are provided. However, if Executive becomes reemployed with another employer and is eligible to participate in the Company programs providing such benefitsreceive medical, hospitalization and dental benefits under another employer-provided plan, the Company medical, hospitalization and dental benefits described herein shall arrange be secondary to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive those provided under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on other plan during the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); andapplicable period; (iii) the Company shall will reimburse Executive Executive, pursuant to Section 5(d) the Company’s policy, for reasonable business expenses incurred, but not paid paid, prior to such termination the Date of employmentTermination; (iv) Executive shall will be entitled to any other rights, compensation and/or benefits as may be due to Executive following such termination to which he is otherwise entitled in accordance with the terms and provisions of any agreements, plans or programs of the Company;; and (v) all unvested stock options and other pension or employment benefits granted issued to Executive pursuant to the Long-Term Incentive Plan shall vest immediately prior to the Date of Termination and be exercisable by Executive for one (1) year after the Termination Date. Provided however, no payment under this Section 6(a) shall fully vest as of the Date of Termination (inclusive of any granted be due or payable to Executive prior to after the Employment Period); (vi) Termination Date in the Company event that Executive shall forgive and cancel all loans made by the Company assert or claim that any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) part of this Agreement (including but not the restrictions set forth in limited to Sections 10(a) and (b))8, 9, or to make any investment 11) is invalid or unenforceable, in competition with the Company, and shall execute all documents necessary whole or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionin part.

Termination by Company without Cause or by Executive for Good Reason. If Subject to Section 21, if Executive's ’s employment is hereunder and the Employment Period are terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to payment of: i. Executive’s accrued but unpaid Base Salary through the date of termination; ii. any other rightsaccrued, compensation and/or unused vacation pay at the rate of Executive’s then Base Salary and any properly documented reimbursable expenses owed to Executive; iii. any amount arising from Executive’s participation in, or benefits as may under any employee benefit plans, programs, or arrangements, which amounts shall be due to Executive payable in accordance with the terms and provisions conditions of such employee benefit plans, programs, or arrangements, including without limitation any agreementsamount earned under any Bonus Plan or LTIP but not paid prior to the termination (clauses (i), plans or programs (ii) and (iii) of this Section 5(b), collectively, the “Accrued Obligations”); iv. continuation of Executive’s then-current Base Salary for twelve (12) consecutive months, with the time of payment of such installments, as applicable, commencing as provided below; and v. if such termination occurs before the completion of an applicable measuring period, Executive will receive the full target incentive award amount of the Bonus Plan and LTIP incentive compensation Executive would have received had Executive continued to be employed through the end of such periods, payable at the same time and in the same form of payment that all Bonus Plan and LTIP awards are payable to Bonus Plan and LTIP participants pursuant to the terms specified in the Bonus Plan and LTIP and any applicable award agreements. The amounts described in clause (iv) of this Section 5(b) will commence to be paid to Executive within sixty (60) days following the date of termination, provided that Executive (or, in the event of Executive’s death, Executive’s estate) has executed and delivered to the Company not later than forty-five (45) days following the date of termination an irrevocable general waiver and release of claims in the form provided by the Company to Executive (or, in the event of Executive’s death, Executive’s estate) after Executive’s termination (the “General Release”) and the latest date on which the General Release is subject to revocation has expired. The Accrued Obligations shall be paid no later than as required by law or within thirty (30) days following the date of termination, whichever occurs earlier. As to any amount described in clause (iv) of this Section 5(b) that constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Section 409A”), if the sixty (60) day period begins in one calendar year and ends in a second (2nd) calendar year, payment shall always be paid in the second (2nd) calendar year. Once they begin within such sixty (60) day period following termination, the amounts payable pursuant to clause (iv) of this Section 5(b) shall be payable in substantially equal consecutive installments over the twelve (12) month period following the date of termination (the “Severance Period”) in accordance with the Company; ’s general payroll practices as in effect on the date of termination, but in no event less frequently than monthly (with the first such payment being in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the date of termination through such payment commencement date). The amount(s) payable pursuant to clause (v) all stock options and other pension or employment benefits granted to Executive prior to of this Section 5(b) shall be paid provided the Date of Termination shall fully vest as of General Release has become effective under its terms on the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation date of such loans; and payment(s). All payments of amounts described in clauses (viiiv) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(cv) of this Agreement but not Section 5(b) are subject to Executive’s (or in the restrictions set forth in Sections 10(aevent of Executive’s death, Executive’s estate’s) and (b)), or to make any investment in competition continued compliance with the Companyprovisions of Sections 6, 7, 8, 23 and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction25 hereof.

Termination by Company without Cause or by Executive for Good Reason. Not In Connection with a Change in Control. If Executive's employment is terminated by the Company terminates Executive’s employment without Cause or by if Executive resigns his employment for “Good Reason: ” (i) as defined below), in either case at any time other than upon the occurrence of, or within the 13 months immediately following, the effective date of a “Change in Control” (as defined below), the Company shall pay to Executive (A) his Base Salary Executive’s accrued and unpaid base salary and accrued and unused vacation pay benefits earned through the Date date of Terminationtermination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed waiver and release of claims in the form attached hereto as soon Exhibit A (or in such other form as practicable may be specified by the Company) (the “Release”) within the time period specified therein, but in no event later than 45 days following the Date of TerminationExecutive’s termination, and (B) a payment equal if Executive allows such Release to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e.become effective in accordance with its terms, bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection then (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rightsseverance in the form of continuation of his base salary, compensation and/or benefits as may be due at the base salary rate equal to Executive in accordance with the terms and provisions of any agreements, plans or programs greater of the Company; (v) all stock options and other pension rate in effect at the time of termination or employment benefits granted to Executive the rate immediately prior to the Date event giving rise to Good Reason (the “Severance Payments”), for a period of Termination shall fully vest as of 12 months following the Date of Termination termination date (inclusive of any granted to Executive prior to the Employment “Severance Period” ); , and (viii) the Company shall forgive will pay directly to the insurance provider the premium for COBRA continuation coverage for Executive and cancel all loans made by Executive’s family during the Severance Period or until he obtains new employment, whichever comes first (the “COBRA Coverage”); provided that, if the Company determines that it cannot provide the COBRA Coverage without potentially violating applicable law or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company incurring additional expense under applicable law (including, without limitation, Section 2716 of the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)Public Health Service Act), or the Company will provide Executive, in lieu thereof, taxable, continued installment payments equal to make any investment in competition with the CompanyCOBRA premium, and shall execute all documents necessary or reasonably requested by payable on the last day of a given month, for 12 months (measured from the termination date), which payments will be made regardless of whether Executive to reflect such elimination of restrictionselects COBRA continuation coverage (the “COBRA Bonus”). The foregoing notwithstandingNotwithstanding the foregoing, the total number of the severance payments payable under this Section 8(a) months of COBRA Bonus to be paid, in any case, shall be reduced to by the extent number of months of COBRA Coverage previously paid by the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would Company. The Severance Payments will be subject to an excise tax under Section 4999(a) standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any Severance Payments otherwise scheduled to be made prior to the effective date of the CodeRelease shall accrue and be paid in the first payroll period that follows such effective date, but only provided, further, that if the 45 day period to execute the Release spans two calendar years, no Severance Payments will be made until the later calendar year. The Company shall thereafter have no further obligations to Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionunder this Agreement, except as otherwise provided by law.

Termination by Company without Cause or by Executive for Good Reason. If Executive's Executives employment is terminated by the Company without Cause or by Executive for Good Reason: (i) within five (5) days following such termination, the Company shall pay to Executive (A) his Base Salary Salary, Bonus and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a lump-sum cash payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following times (the Date Severance Multiple) the sum of TerminationExecutives Base Salary and highest Bonus paid to Executive in the three year period preceding such termination (including, for this purpose, any and all bonuses paid to Executive prior to the date of this Agreement); provided, howeverthat, if the Executive has previously given a notice not for purposes of this Section 8(a)(i), Executives Bonus shall be deemed to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made;no less than $3,000,000; and (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three seven (37) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that that, if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that that, such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, coverage or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) 5 for reasonable expenses incurred, but not paid prior to such termination of employment;; and (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company;; and (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as As of the Date of Termination, Executive shall be granted a stock option to acquire 1,000,000 shares of the Companys common stock (Termination Option) under the following conditions, (inclusive of any A) except as provided below, the Termination Option shall be granted to Executive prior under and subject to the Employment Period); Companys stock option plan; (viB) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total exercise price per share of the severance payments payable under this Section 8(a) Termination Option shall be reduced equal to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G last reported sale price of the Internal Revenue Code of 1986, as amended Companys common stock on the New York Stock Exchange (or such other principal trading market for the "Code"Companys common stock) and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) at the close of the Code, but only if Executive determines that trading day immediately preceding the after-tax value Date of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.Termination;

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by If, during the Term, the Company terminates Executive’s employment without Cause or by Executive voluntarily terminates his employment for Good Reason:, each as defined in Section 3.5 below, Executive shall have no further rights against the Company hereunder, except for the right to receive (in addition to Executive’s rights under any benefit plans in which the Executive is a participant): (i) Final Pay; (ii) Unpaid Incentive; payment of which shall be made at the Company shall pay same time as any such incentive is paid to Executive other similarly situated executives of the Company (Aiii) his Base Salary and accrued vacation pay through the Date of TerminationHealth Insurance Continuation, as soon as practicable following defined in Section 3.5 below, for Executive and his dependents for up to 42 months after the Date date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Terminationtermination; provided, however, if the that any Health Insurance Continuation otherwise receivable by Executive has previously given a notice not to extend the Employment Period pursuant to this Section 2, 3.4 will be reduced to the payment referred to in this subsection (i) shall not be made; (ii) extent other comparable benefits are actually received by Executive during the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a 42-month period of three (3) years following the Date date of Termination the medicaltermination, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required benefits actually received by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue shall be reported to participate in the Company programs providing such benefits, the Company shall arrange to provide by Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rightsLife and Disability Insurance Continuation, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth defined in Section 10(c) 3.5 below, for Executive for up to 24 months after the date of this Agreement but not the restrictions set forth in Sections 10(a) termination; provided, however, that any Life and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested Disability Insurance Continuation otherwise receivable by Executive pursuant to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall 3.4 will be reduced to the extent other comparable benefits are actually received by Executive during the payment 24-month period following date of such amounts would cause Executive's total termination termination, which benefits (as determined actually received by Executive shall be reported to the Company by Executive's tax advisor; and (v) the Retention Incentive, payable to constitute an "excess" parachute payment under Section 280G Executive in a lump sum within thirty days after the effective date of Executive’s termination of employment except as otherwise provided herein, but in no event sooner than the expiration of the Internal Revenue Code statutory period permitted for revocation of 1986Executive’s written release agreement described below. Notwithstanding the foregoing, as amended the receipt of Health Insurance Continuation, Life and Disability Insurance Continuation, and Retention Incentive under this Section 3.4 is contingent upon: (a) Executive’s execution of a written release agreement (in a form reasonably satisfactory to the "Code"Company) containing, among other things, a general release of claims against the Company; and by reason of (b) Executive’s failure to revoke such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of release within the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionstatutory period permitted for such revocation.

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary Salary, any unpaid bonus pursuant to Section 5(b) of this Agreement in respect to any completed fiscal year which has ended prior to the Date of Termination but has not yet been paid as of the Date of Termination, and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and Termination (Bexcept with respect to bonus amounts which shall be paid at the same time as bonuses are paid to other senior executives); and (ii) the Company shall pay to Executive a lump-sum payment equal to two times Executive's current base scheduled annual salary ’s average annualized total cash compensation paid or payable (limited to Base Salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowancebonus only) for the two (2) preceding fiscal years of the Company ending on or prior to termination within seven (7) calendar days as soon as practicable following the Date of Termination; provided, however, that in any case where the Executive was not employed throughout the two fiscal years of the Company ended prior to his Date of Termination, for purposes of determining total cash compensation paid or payable, (A) the total cash compensation for such first fiscal year shall be deemed to equal the sum of (x) initial Base Salary and (y) First Year Bonus, or such higher bonus as was actually paid, and (B) the total cash compensation for such second fiscal year shall be deemed to equal the sum of (x) Base Salary in effect on the Date of Termination, and (y) the actual bonus paid or payable for such fiscal year if the Executive’s Date of Termination is after the date on which his bonus for such fiscal year is paid or accrued; provided, further, that if the Executive has previously given a notice not of non-renewal with respect to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (iii) shall not be made; (ii) the Company shall maintain , and in full force and effect, for the continued benefit lieu of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefitspayment, the Company shall arrange continue to provide Executive, pay the Executive his spouse Base Salary (as in effect prior to such notice) and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage all other compensation and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); andas provided under this Agreement until the expiration of the Employment Period; (iii) the Company shall reimburse Executive pursuant to Section 5(dSections 5(c) and 5(g) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any all other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company;New Plan, including, without limitation, under New Plan’s option plans; and (v) all to the extent that termination occurs after the first anniversary of the Grant Date, the stock options and other pension or employment benefits granted to Executive prior to the Date of Termination described in Section 5(h) shall fully vest as of the Date of Termination (inclusive Termination. For purposes of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitationthis Agreement, the restrictions set forth payments and benefits described in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(asubsections (i), (iii) and (b)), or iv) above shall be hereinafter referred to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictionsas “Accrued Obligations”. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's ’s total termination benefits (as determined by Executive's ’s tax advisor) to constitute an "“excess" ” parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason:, the Company shall, subject to Sections 8(a)(iv) and 8(e): (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of TerminationExecutive, as soon as practicable following the Date of Termination, one lump sum payment equal to the sum of (A) his Base Salary and vacation accrued through the Date of Termination, plus (B) a cash payment equal to two times the sum of Executive's ’s then current base scheduled annual salary Base Salary and two times the average total additional compensation bonus paid to Executive in the three year period immediately preceding the year of termination (i.e.“Average Bonus”); provided, bonusthat, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal first three years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2Period, the payment referred to in this subsection (i) Average Bonus shall not be made;less than $150,000; provided further, that, in the event Executive terminates his employment under Section 6(d)(iv), Executive’s payment shall include, in lieu of the amounts set forth in subsection (B) above, a cash payment equal to 2.99 times the sum of Executive’s then current Base Salary and Average Bonus; and (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents Executive for a period of three two (32) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were Executive was participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that that, if Executive, his spouse or his dependents Executive cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents Executive with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("“Continued Benefits"”), provided, that that, such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, coverage or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment;. (iv) In the event Executive’s employment terminates in accordance with this Section 8(a), any and all options held by Executive in the Company’s common shares or any restricted stock awards held by Executive (collectively, the “Long-Term Stock Incentives”) shall fully vest, and all restrictions and conditions on such Long-Term Stock Incentives shall be removed on the Date of Termination. (v) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period);. (vi) In the Company event Executive is a “Specified Employee” (as defined under Code Section 409A), then any and all payments or benefits under Section 8(a)(i) or (ii) that are not excludable from Code Section 409A’s definition of “deferred compensation,” shall forgive and cancel all loans made by commence being paid six (6) months after Executive’s Date of Termination. At such time, Executive shall receive one lump sum catch-up payment equal to the Company amount that would have been paid over the previous six (6) month period. All remaining benefits or any Affiliate to Executivepayments, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable be paid as otherwise provided for under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionAgreement.

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason:, the Company shall, subject to Sections 8(a)(iv) and 8(e): (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of TerminationExecutive, as soon as practicable following the Date of Termination (but no later than sixty (60) days following his Date of Termination), and one lump sum payment equal to the sum of (A) his Base Salary accrued, but not yet paid, through the Date of Termination (“Accrued Base Salary”), plus (B) a cash payment equal to two times the sum of Executive's ’s then current base scheduled annual salary Base Salary and two times the average total additional compensation bonus paid to Executive in the three year period immediately preceding the year of termination (i.e.“Average Bonus”); provided that, bonusif during the two-year period following a Change in Control, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the terminates Executive’s employment without Cause or Executive has previously given a notice not to extend the Employment Period terminates his employment for Good Reason pursuant to Section 26(d), Executive’s payment shall be, in lieu of the payment referred to amounts set forth in this subsection (iB) shall not be made;above, a cash payment equal to three (3) times the sum of Executive’s then current Base Salary and Average Bonus; and (ii) the Company shall either (A) maintain in full force and effect, at no cost to Executive, for the continued benefit of Executive, his spouse and his dependents Executive for a period of three two (32) years following the Date of Termination the medical, hospitalization, dental, disability and group life insurance programs in which Executive, his spouse and his dependents were Executive was participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of TerminationTermination (except Executive shall not be required to make contributions toward the coverage) if under the terms of the plans or applicable law, Executive can continue to participate in the Company plans or programs providing such benefits; providedor, that (B) if Executiveunder the terms of the plans or applicable law, his spouse or his dependents Executive cannot continue to participate in the Company plans or programs providing such benefitsbenefits described in clause (A), the Company shall arrange to provide Executive, his spouse and his dependents Executive with the economic equivalent of such benefits which they he otherwise would have been entitled to receive under such plans and programs ("the benefits described under (A) or (B) the “Continued Benefits"”), in each case, in accordance with the payment timing requirements of Section 19(c) hereof to the extent the Continued Benefits are subject to Code Section 409A, provided, that that, such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, coverage or benefit-by-benefit, basis). If the Continued Benefits can be provided pursuant to clause (A), Executive may, in his sole discretion, make a one-time election to choose that the Continued Benefits be provided pursuant to clause (B) in lieu of clause (A); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment;employment (“Incurred Expenses”); and (iv) In the event Executive’s employment terminates in accordance with this Section 8(a), any and all options held by Executive in the Company’s common shares or any restricted stock awards held by Executive (collectively, the “Long-Term Stock Incentives”) shall fully vest, and all restrictions and conditions on such Long-Term Stock Incentives shall be removed on the Date of Termination. In addition, the Compensation Committee of the Board shall, by resolution, provide that any option held by Executive as of the Date of Termination may be exercised by Executive, in whole or in part, at any time subsequent to such Date of Termination and prior to the expiration of the option pursuant to its original terms (as set forth in the applicable stock option agreement setting forth the terms of such option award) without regard to any vesting or other limitations on exercise; and (v) immediately upon the Date of Termination, the Company shall transfer title (free and clear of any liens or obligations to make future payments) to Executive to the company vehicle used by Executive as of the Date of Termination; and (vi) if, as of the Date of Termination, the Company has not paid the reasonable one-time membership initiation fee in a country club of Executive’s choice as contemplated by Section 5(g), the Company shall make such payment at the direction of Executive within 9 months of the Date of Termination or reimburse Executive for such payment as long as Executive incurs the expenses for such membership initiation fee in a country club within 9 months of the Date of Termination; and (vii) If, as of the Date of Termination, the Life Policy is not fully funded, the Company will reimburse the Executive for his cost of fully funding the Life Policy, plus a tax gross up; and (viii) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and Company other pension or employment benefits granted to Executive prior to than the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionPrior Agreement.

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall will pay to Executive in a single lump sum payment (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to the product obtained by multiplying the Executive’s Average Annual Compensation by two times (2). For purposes of this Agreement, Average Annual Compensation is the average of the Executive's current ’s annualized compensation, base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) paid under this Agreement for the two year period of employment (2or if employed less than two years, then the period of employment) immediately preceding fiscal years the date of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) at its sole option, to be exercised on or before the Date of Termination, the Company shall either (i) pay the Executive a sum equal to eighteen (18) times the lesser of either the monthly cost of COBRA coverage applicable to Company or $1,200.00, or (ii) maintain in full force and effect, for the continued benefit of Executive, Executive (and his spouse and and/or his dependents dependents, as applicable) for a period of three eighteen (318) years months following the Date of Termination the medical, hospitalization, dentaland dental programs, disability and life insurance programs in which Executive, Executive (and his spouse and and/or his dependents were participating dependents, as applicable) participated immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executivethe Executive (or his/her spouse) is eligible for Medicare or a similar type of governmental medical benefit, such benefit shall be the primary provider before Company medical benefits are provided. If Executive (or his spouse or and/or his dependents dependents) cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, Executive (and his spouse and and/or his dependents dependents, as applicable) with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("“Continued Benefits"”). However, providedif Executive becomes reemployed with another employer and is eligible to receive medical, that hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such Continued Benefits shall terminate on other plan during the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); andapplicable period; (iii) except where the Termination for Cause is under the provisions of Section 6(e), the Company shall will amend Executive’s outstanding agreements under the Company’s stock option plans to accelerate his vesting to be fully vested and to extend his exercise period to one year from Date of Termination; (iv) the Company will reimburse Executive Executive, pursuant to Section 5(d) the Company’s policy, for reasonable business expenses incurred, but not paid paid, prior to such termination the Date of employment;Termination; and (ivv) Executive shall will be entitled to any other rights, compensation and/or benefits as may be due to Executive following such termination to which he is otherwise entitled in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason:, in addition to the Accrued Benefits, subject to Executive’s execution of the Company’s standard form of separation and release agreement (which shall be in a commercially reasonable form and which shall not impose any additional covenants or restrictions on Executive beyond those described in Section 10 of this Agreement, provided that such separation and release agreement may include reasonable post-employment cooperation and return of Company property obligations consistent with the Company’s standard form of separation and release agreement) and compliance with the terms and conditions of Section 10): (i) the Company shall will pay to Executive an amount, in a single lump sum, equal to two times the sum of the Executive’s (A) his current Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of TerminationSalary, and (B) a payment equal to two times average annual incentive bonus earned by Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonusif any, pension, 401(k) Company contributions, medical benefits and car allowance) for each of the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following immediately preceding the Date of Termination; provided, however, that if the Executive has previously given a notice not to extend Date of Termination occurs within two years of the Employment Period pursuant to Section 2Effective Date, then the payment referred to in amount for purposes of this subsection clause (iB) shall not be madeless than Executive’s target bonus for the fiscal year in which Executive’s Date of Termination occurs. The payment will be made with the first pay period coincident with or next following the effectiveness of such separation and release agreement, provided that if the review and any revocation period with respect to the separation and release agreement spans two taxable years, the payment will be made with the later of the first pay period beginning in the second of such taxable years or the first pay period after the separation and release agreement becomes effective; (ii) the Company Units granted pursuant to Section 5(h) of this Agreement shall maintain in full force and effect, for the become fully vested; (iii) if Executive elects continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior group coverage pursuant to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefitsCOBRA, the Company shall arrange will waive (or reimburse Executive on a monthly basis for) the cost of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage, until the earlier of (A) the completion of eighteen (18) months of COBRA coverage, (B) the date that Executive becomes covered under another group health plan, or (C) the date that Executive’s COBRA coverage otherwise terminates. The Company may modify its obligation to provide Executivesuch benefit to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it under the Patient Protection and Affordable Care Act of 2010, his spouse and his dependents with as amended, provided that it does so in a manner that to the extent possible, as determined by the Company in its reasonable discretion, preserves the economic equivalent benefit and original intent of such benefits which they otherwise would have been entitled to receive under benefit but does not cause such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date a penalty or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis)excise tax; and (iiiiv) to the extent that Executive is covered by Company-provided life insurance as of Executive’s Date of Termination, the Company shall reimburse Executive pursuant will continue such coverage in effect for 24 months following such Date of Termination to Section 5(d) for reasonable expenses incurredthe same extent as such coverage is provided to similarly-situated active executives of the Company, but not paid prior subject to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation conditions of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.insurance

Termination by Company without Cause or by Executive for Good Reason. If Where the Company terminates Executive's ’s employment without Cause, and Executive’s employment is not terminated due to death or Disability (as defined below), Executive will be eligible to receive continued payment of Base Salary for nine (9) months according to the Company’s normal payroll practices, less applicable withholdings and any remuneration paid to Executive during each applicable Company payroll period because of Executive’s employment or self-employment during such period. Executive’s eligibility to receive the severance set forth in this Section 4(b) is conditioned on Executive having first signed the Company’s form severance and general release agreement in the form provided by the Company without Cause or and the release becoming irrevocable by Executive for Good Reason: its terms within fifty five (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (755) calendar days following the Date date of Termination; provided, howeverExecutive’s termination of employment (or, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2applicable, the payment referred to date of Executive’s Separation from Service, as such term is defined in Section 4(g)). All other obligations of the Company under this subsection Agreement shall cease. “Good Reason” shall mean: (i) shall not be made; material breach of this Agreement or any other agreement between the Company and Executive; (ii) the Company shall maintain material reduction in full force and effect, for the continued benefit Executive’s duties or any change in his reporting line (including responsibilities and/or authorities) without prior written consent; (iii) relocation of Executive, ’s principal place of employment to a place that increases his spouse and one-way commute by more than forty (40) miles as compared to his dependents for a period then current place of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating employment immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Terminationrelocation; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) any directive in conflict with Executive’s professional medical obligations or otherwise in violation of law or regulation; or (v) a material reduction (at least 10% or more) of Executive’s gross Base Salary (unless pursuant to a salary reduction program applicable to the Company’s executive employees) or any reduction in Executive’s Annual Bonus target percentage. Executive shall also be entitled to nine (9) months of accelerated vesting of any other rights, compensation and/or benefits as may be due stock options awarded to Executive in accordance with the terms and provisions event of any agreements, plans or programs termination of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionSection.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the The Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three two (32) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. The Company may terminate the Employment Term and Executive’s employment at any time without Cause (as defined below), and Executive may terminate the Employment Term and Executive’s employment for Good Reason (in either case, a “Severance Termination”). If Executive's employment is terminated by a Severance Termination occurs, subject to Sections 5.5 and 7.10, in addition to the Accrued Rights, the Company without Cause or by will pay Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a severance payment in an amount equal to two one times Executive's ’s then-current base scheduled annual salary and two times the average total additional compensation (i.e.Base Salary, bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to payable in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive equal installments in accordance with the terms and provisions Company’s normal payroll practices during the 12 months immediately following the date of termination of Executive’s employment, (ii) any agreementsearned but unpaid Annual Bonus for the fiscal year immediately preceding the fiscal year of Executive’s termination of employment, plans or programs subject to certification of the Company; (v) all stock options and ’s financial results by the Compensation Committee, payable when bonuses under the annual incentive plan for such fiscal year are paid to other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as executives of the Date Company, (iii) any Annual Bonus that Executive would have earned for the fiscal year in which his termination of Termination (inclusive employment occurred, prorated for the number of any granted to months that Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made was employed by the Company or any Affiliate in such fiscal year and subject to Executivecertification of the Company’s financial results by the Compensation Committee, if any, and shall take all actions and execute all documents necessary payable when bonuses under the annual incentive plan for such fiscal year are paid to evidence the forgiveness and cancellation other executives of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by (iv) if Executive elects continuation coverage under the Company’s medical plan pursuant to reflect such elimination Part 6 of restrictions. The foregoing notwithstanding, the total Subtitle B of Title I of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment Employee Retirement Income Security Act of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 19861974, as amended (“COBRA”), reimbursement for a portion of Executive’s monthly COBRA payment (provided such reimbursement does not result in any penalties for the "Code"Company) in an amount equal to the portion of the medical plan premium the Company pays for actively employed executives who elect similar coverage plus an additional “gross-up” amount intended to make Executive whole for his federal, state and by reason local tax liability with respect to the amount of such excess parachute payment Executive would be subject to an excise tax reimbursement, until the earlier of (x) Executive’s eligibility for any such coverage under Section 4999(aanother employer’s medical plan or (y) of the Code, but only if Executive determines date that the after-tax value of is 12 months after the termination benefits calculated with of Executive’s employment (collectively, the foregoing restriction exceed those calculated without “Severance Payment”). The COBRA reimbursements described in the foregoing restrictionimmediately preceding sentence shall be taxable to Executive.

Termination by Company without Cause or by Executive for Good Reason. (a) Severance. If Executive's employment is terminated by the Company without terminates the Executive’s employment for any reason other than Cause (including as a result of the Executive’s death or by Disability), or if the Executive terminates his employment for Good Reason: , then, provided the Executive (or his legal representative, if applicable) executes the release of claims described in Section 6(b), and subject to Section 6(c), then the Company will promptly pay the Executive, in a lump sum, an amount equal to two times the sum of (i) the Company shall pay to Executive (A) his Base Salary Executive’s base salary in effect on such termination date and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the amount of the bonus the Executive would receive under the Company’s Enhanced Fairchild Incentive Program (EFIP), assuming a 100% payout based on the Executive’s base salary and EFIP incentive level in effect immediately prior to such termination (whether or not such a bonus has been or is expected to be paid to other executives or employees of the Company for the fiscal period in which such termination occurs). If EFIP bonuses are later paid to EFIP participants at a level higher than 100% in respect of the last fiscal period during which the Executive had been employed by the Company, then the Company shall maintain pay the Executive two times the difference between the amount that would have been paid to the Executive had the Executive remained employed by the Company, and been entitled to receive such bonus, and the amount determined under clause (ii) above. If at the time of such a termination the EFIP program has been discontinued or replaced, then the amount payable under clause (ii) above shall be the target or actual amount that the Executive is entitled to receive under any incentive bonus program in full force which he is then participating. The Executive will be responsible for all taxes relating to such payments and effectthe Company will make all required withholdings of all such taxes. In addition, any of the 50,000 deferred stock units awarded to the Executive in connection with his hiring by the Company in 2004 that are outstanding as of the date of such termination, and which are not then vested, shall become fully vested and shall be considered to be earned and payable in full, and any deferral or other restrictions on such DSUs shall lapse and such DSUs shall be settled as promptly as is practicable following such termination. The Executive will be responsible for all taxes relating to such payments and vesting and the Company will make all required withholdings of all such taxes. In addition, the Company will provide continued medical benefits for the continued benefit of Executive, his spouse Executive and his dependents eligible dependents, under COBRA coverage, at the Company’s expense for a period of three (3) two years following the Date effective date of Termination such termination. At the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date time of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefitstermination, the Company shall arrange to provide Executive, his spouse and his dependents with pay the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms cash for all accrued and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionunused vacation time.

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall will pay to Executive within thirty (30) days of the Date of Termination in a single lump sum payment (A) his earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, Termination and (B) a payment an amount equal to two times Executive's current base scheduled annual salary his then Base Salary less all applicable federal and two times the average total additional compensation state payroll tax withholdings (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be madeany); (ii) the Company shall will maintain in full force and effect, for the continued benefit of Executive, Executive (and his spouse and and/or his dependents dependents, as applicable) for a period of three eighteen (318) years months following the Date of Termination Termination, the medical, hospitalization, dental, disability and life insurance dental programs in which Executive, Executive (and his spouse and and/or his dependents were participating dependents, as applicable) participated immediately prior to the Date of Termination Termination, at the level in effect and upon substantially the same terms and conditions (including including, without limitation limitation, contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse Executive (or his dependents cannot continue spouse) is eligible for Medicare or a similar type of governmental medical benefit, such benefit shall be the primary provider before Company medical benefits are provided. However, if Executive becomes reemployed with another employer and is eligible to participate in the Company programs providing such benefitsreceive medical, hospitalization and dental benefits under another employer-provided plan, the Company medical, hospitalization and dental benefits described herein shall arrange be secondary to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive those provided under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on other plan during the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); andapplicable period; (iii) the Company shall will reimburse Executive Executive, pursuant to Section 5(d) the Company’s policy, for reasonable business expenses incurred, but not paid paid, prior to such termination the Date of employmentTermination; (iv) Executive shall will be entitled to any other rights, compensation and/or benefits as may be due to Executive following such termination to which he is otherwise entitled in accordance with the terms and provisions of any agreements, plans or programs of the Company;; and (v) all unvested stock options and other pension or employment benefits granted issued to Executive pursuant to the Long-Term Incentive Plan shall vest immediately prior to the Date of Termination and be exercisable by Executive for one (1) year after the Termination Date. Provided however, no payment under this Section 7(a) shall fully vest as of the Date of Termination (inclusive of any granted be due or payable to Executive prior to after the Employment Period); (vi) Termination Date in the Company event that Executive shall forgive and cancel all loans made by the Company assert or claim that any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) part of this Agreement (including but not the restrictions set forth in limited to Sections 10(a) and (b))9, 10, or to make any investment 12) is invalid or unenforceable, in competition with the Company, and shall execute all documents necessary whole or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionin part.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the The Company shall pay to Executive (A) his her Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his her spouse and his her dependents for a period of three two (32) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his her spouse and his her dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his her spouse or his her dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his her spouse and his her dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the The Company shall pay to Executive (A) his earned, but yet unpaid Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following any earned, but unpaid Bonus for the year prior to the year in which the Date of TerminationTermination occurs and any earned, and but unpaid vacation pay within five (B5) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar business days following the Date of TerminationTermination (the “Accrued Obligations”); provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made;and (ii) the The Company shall maintain in full force and effect, for pay to Executive the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, Bonus that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled paid to receive under Executive had he remained employed through the end of the fiscal year in which such plans and programs ("Continued Benefits")termination occurs, providedif any, that pro-rated to reflect the number of days Executive was employed during such Continued Benefits shall terminate on fiscal year over the date or dates Executive receives substantially equivalent coverage and benefitsnumber of days in such fiscal year, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coveragepaid at such time as the Company customarily pays bonuses (the “Pro-by-coverage, or benefit-by-benefit, basisRated Bonus”); and (iii) The Company shall pay to Executive a lump sum payment equal to 200% of the sum of Executive’s annual rate of Base Salary and Target Bonus; and (iv) the Company shall reimburse Executive pursuant to Section 5(d) 5 for reasonable expenses incurred, but not paid prior to such termination of employment;; and (ivv) the Company shall pay Executive’s COBRA premiums (less amounts Executive paid for group coverage prior to termination) for the lesser of 18-months following the Date of Termination or the time Executive is no longer eligible for such coverage; and (vi) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company Executive shall eliminate any and all restrictions on Executive's ability either to engage in any activitiesreceive no further benefits or compensation, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of except as required by this Agreement but not or by law. (ix) For purposes of determining the restrictions set forth in Sections 10(a) and (b)), or amounts to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by be paid to Executive pursuant to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a), no reduction of or change to Base Salary, Bonus or benefits which would constitute Good Reason under Section 7(d) shall be reduced taken into account, regardless of the reason for the termination giving rise to Executive’s right to be paid, and the extent Company’s obligation to pay, the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment required under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction8(a).

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a severance payment equal to two times Executive's current base scheduled annual salary Base Salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) Bonus plus accrued vacation for the two (2) preceding fiscal years 12 month period ending on the last day of the month preceding the month Executive's employment is terminated by the Company ending prior to termination without Cause or by Executive for Good Reason, within seven thirty (730) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d5(i) for reasonable expenses incurred, but not paid prior to such termination of employment; (iviii) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (viv) all stock options and other pension or employment benefits granted to Executive prior to of the Date shares of Termination Common Stock underlying the Stock Option shall fully vest as of the Date of Termination (inclusive Termination; PROVIDED THAT if the termination results from a Change of any granted to Executive Control, such vesting will occur immediately prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation effectiveness of such loansChange of Control; and (viiv) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, upon the written election of Executive, in his sole discretion, the total of the severance payments benefits payable under this Section 8(a) shall be reduced to the maximum after tax payment (as determined by Executive and agreed to by the Board) to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code. If Executive fails to make the election described in this paragraph, but only if Executive determines that the after-tax value of no reduction in the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionpayable to Executive shall be made.

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) within five (5) business days following such termination, the Company shall pay to Executive (A) his Base Salary earned but unpaid through the Date of Termination, any Bonus payable in respect of the fiscal year ending prior to the Date of Termination but not yet paid on the Date of Termination, and any accrued vacation pay through the Date of TerminationTermination (all such amounts described in this clause (A), as soon as practicable following collectively, the Date of Termination“Accrued Compensation”), and (B) a pro rata portion of Executive’s then Bonus Opportunity (which shall be the prior year’s Bonus Opportunity if no Bonus Opportunity has yet been established for such fiscal year), determined based on the number of days during the Fiscal Year in which the Date of Termination occurs that Executive was employed with the Company, relative to 365 days (such payment the “Prorata Bonus”), and (C) a lump-sum cash payment equal to two 2.99 times (the “Severance Multiple”) the sum of Executive's current base scheduled annual salary and two times the average total additional compensation ’s (i.e., bonus, pension, 401(kx) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending Base Salary as in effect immediately prior to termination within seven (7) calendar days following the Date of Termination; provided, howeverTermination (or, if such termination is in the Executive has previously given a notice not to extend the Employment Period case of Executive’s resignation for Good Reason pursuant to Section 26(d)(ii), Executive’s Base Salary as in effect immediately prior to the payment referred date such Base Salary was reduced) and (y) highest Bonus paid to Executive in the five-year period preceding such termination (including, for this subsection (ipurpose, any and all Bonuses paid to Executive prior to the date of this Agreement) provided, that, for purposes of this Section 8(a)(i), Executive’s Bonus shall not be made;deemed to be no less than $3,000,000; and (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three seven (37) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that that, if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("“Continued Benefits"”), provided, that further, that, such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, coverage or benefit-by-benefit, basis); and (iii) by no later than the date required under Section 409A of the Internal Revenue Code and the regulations and rules thereunder (collectively, “Section 409A”), the Company shall reimburse Executive pursuant to Section 5(d) 5 for reasonable all expenses described therein that Executive incurred, but for which Executive did not paid yet receive reimbursement, prior to the Date of Termination (such termination of employment;reimbursements, the “Reimbursement Amounts”); and (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company;Company (the “Accrued Benefits”); and (v) Notwithstanding the terms or conditions of any stock option, stock appreciation right or similar agreements between the Company and Executive to the contrary, and for purposes thereof, such agreements shall be deemed to be amended in accordance with this Section 8(a)(v) (if need be as of the Date of Termination) and neither the Company, the Board nor the Committee shall take or assert any position contrary to the foregoing: (A) Executive shall vest, as of the Date of Termination, in all rights under such agreements (including, without limitation, any stock options and other pension or employment benefits granted to Executive restricted stock awards outstanding and unvested immediately prior to the Date of Termination shall fully vest as of Termination); and (B) with respect to any stock options and stock appreciation rights, on and after the Date of Termination Executive shall be permitted to exercise any and all such awards until the end of the original term of such awards or, as required by Section 409A, if earlier, the tenth anniversary of the date of grant of such awards (inclusive regardless of any granted to Executive prior to the Employment Periodtermination of employment restrictions contained therein);; and (vi) within five (5) business days following such termination, the Company shall forgive and cancel all loans made by pay to Executive a lump-sum payment equal to the amount of compensation or contributions (as the case may be) ny the Company that Executive would have been entitled to receive (assuming he would have received the maximum amount payable or contributable under each plan or arrangement for any Affiliate year) under any plan or arrangement he was then participating (or entitled to Executive, if any, and shall take all actions and execute all documents necessary to evidence participate in) for a seven (7) year period following the forgiveness and cancellation Date of such loansTermination; and (vii) Any and all insurance benefit plans or policies for the benefit of Executive shall become the sole property of Executive and, to the extent applicable, all of the Company’s rights therein (including repayment of premiums) shall be forfeited by the Company and, to the extent not already made, the Company shall eliminate any and make, at such time(s) as may be required under such insurance benefit plans or policies, all restrictions on Executive's ability either contributions or payments required to engage be made in any activities, directly or indirectly, order to maintain such policies for the year in competition with which the Company (including, without limitation, the restrictions set forth in Section 10(c) Date of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionTermination occurs.

Termination by Company without Cause or by Executive for Good Reason. If Executive's ’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the The Company shall will pay to Executive in a single lump sum payment (A) his Executive’s pro rata Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) the product obtained by multiplying the Executive’s Annual Compensation by a payment equal factor of 1.5. For purposes of this Agreement, Annual Compensation is the sum of the Executive’s annualized Base Salary and the bonus paid to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) Executive for the two last twelve (212) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following months before the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made;. (ii) the The Company shall will maintain in full force and effect, for the continued benefit of Executive (and Executive’s spouse and/or Executive’s dependents, his spouse and his dependents as applicable) for a period of three eighteen (318) years months following the Date of Termination the medical, hospitalization, dentaland dental programs, disability and life insurance programs in which Executive (and Executive’s spouse and/or Executive’s dependents, his spouse and his dependents were participating as applicable) participated immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation limitations contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if the Executive (or Executive’s spouse) is eligible for Medicare of a similar type of government medical benefit, his such benefit shall be the primary provider before Company medical benefits are provided. If Executive (or Executive’s spouse or his dependents and/or Executive’s dependents) cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive (and Executive’s spouse and/or Executive’s dependents, his spouse and his dependents as applicable) with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("“Continued Benefits"”). However, providedif Executive becomes reemployed with another employer and is eligible to receive medical, that hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such Continued Benefits shall terminate on other plan during the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); andapplicable period. (iii) the The Company shall will reimburse Executive Executive, pursuant to Section 5(d) the Company’s policy, for reasonable business expenses incurred, but not paid paid, prior to such termination the Date of employment;Termination. (iv) Executive shall receive a prorated payment under any annual cash incentive bonus plan then in effect, subject to the terms and conditions set forth below. The Company’s current annual cash incentive bonus plan establishes both subjective and objective performance criteria (and for some Executives, individual and Company criteria) that must be satisfied for an employee to be eligible for a bonus. In determining whether Executive is entitled to a prorated payment of an annual bonus under this provision, the Company shall: (i) assume that any subjective or individual performance criteria applicable to the Executive have been 100% satisfied; and (ii) with respect to any objective Company performance criteria applicable to the Executive, compare the actual performance of the Company for the respective fiscal year through the end of the month prior to the Date of Termination, against the budget targets for those objective Company performance criteria levels for such period. The performance criteria will then be evaluated under the terms of the annual cash incentive bonus plan. To the extent such criteria are deemed to be satisfied in accordance with the foregoing, and a bonus would be payable to Executive, such bonus shall be prorated for the respective fiscal year through the Date of Termination. Such prorated bonus, if any, shall be due and payable within ten (10) days of the Date of Termination. (v) Executive will be entitled to any other rights, compensation and/or benefits as may be due to Executive following such termination to which Executive is otherwise entitled in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation continued Base Salary (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowanceas provided for in Section 5(a)) for the two a period of three (23) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if PROVIDED that during the second and third years following the Date of Termination the Company's obligation to pay continued Base Salary shall be offset by the economic value of any compensation actually received (or deferred) for services rendered by Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be madeany other entity; (ii) the Company shall pay any deferred compensation payable in accordance with the terms of the Deferred Compensation Agreement, the Convertible Units Agreement or the 2002 Units Agreement; (iii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs (including without limitation the life insurance policy set forth in Section 5(m), but for no longer than the five-year term of such policy) in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; providedPROVIDED that, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, PROVIDED that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, coverage or benefit-by-benefit, basis); and; (iiiiv) the Company shall reimburse Executive pursuant to Section 5(d5(h) for reasonable expenses incurred, but not paid prior to such termination of employment;; and (ivv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. If the Executive's ’s employment is terminated by the Company without Cause or by the Executive for Good Reason: (i) the Company shall pay to the Executive (A) his Base Salary Salary, Performance Bonus and accrued unused vacation pay accrued or prorated through the Date of TerminationTermination and also any Performance Bonus earned for the year prior to the year of termination but not yet paid, and shall reimburse the Executive pursuant to Section 5(d) for reasonable business expenses incurred but not paid prior to such termination of employment (together, “Final Compensation”). The Base Salary and vacation components of Final Compensation shall be paid in a lump sum as soon as practicable following the Date of Termination, but in no event later than two and (B) a payment equal to two times Executive's current base scheduled annual salary and two times half months following the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years end of the Company ending prior to termination within seven (7) calendar days following taxable year including the Date of Termination; provided, however, . The Performance Bonus component of Final Compensation shall be calculated by multiplying the amount of the Performance Bonus (if any) the Executive has previously given would have earned had he remained employed for the full year in which the Date of Termination occurs by a notice not to extend the Employment Period pursuant to Section 2fraction, the payment referred numerator of which is the number of days during such year that the Executive was employed and the denominator of which is 365, and shall be paid at the times bonuses for the year in which the Date of Termination occurs are paid to executives of the Company generally, but in this subsection (i) shall not be madeno event later than two and a half months following the end of the taxable year in which the Date of Termination occurs; (ii) provided the Executive signs and returns a timely and effective Executive Release of Claims, the Company shall pay to the Executive a lump-sum cash payment equal to three times the sum of (A) the Executive’s Base Salary and (B) the Performance Bonus paid to the Executive for the year prior to the year in which termination occurs; (iii) provided the Executive signs and returns a timely and effective Executive Release of Claims, the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse the Executive and his dependents eligible dependents, for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability medical and life hospitalization insurance programs in which Executive, his spouse the Executive and his dependents were participating immediately prior to the Date of Termination Termination, at the level in effect and upon substantially the same terms and conditions (including including, without limitation limitation, contributions required by the Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse the Executive or his dependents cannot continue to participate in the Company plans and programs providing such these benefits, the Company shall arrange to provide Executive, his spouse the Executive and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("the “Continued Benefits"”), provided, that such Continued Benefits shall terminate on the date or dates the Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer employer. Notwithstanding anything to the contrary in this Section 8(a)(iii), the aggregate value (such coverage and benefits to as the same would be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the CodeContinued Benefits shall in no event exceed $50,000 (the “Aggregate Cap”); accordingly, but only if Executive determines that the after-tax Company’s obligation to provide the Continued Benefits shall cease once such value of the termination benefits calculated Continued Benefits that have been provided to the Executive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to the three-year anniversary of the Date of Termination; (iv) provided the Executive signs and returns a timely and effective Executive Release of Claims, the Company shall accelerate the vesting of any restricted shares awarded to the Executive pursuant to Section 5(h)(i) and Section 5(h)(ii) such that those shares shall become fully vested and the restrictions shall lapse on the Date of Termination, and with respect to the foregoing restriction exceed restricted shares awarded to the Executive pursuant to Section 5(h)(iii), the Company shall accelerate the vesting of 150,000 of any such restricted shares which may then be unvested, and those calculated without 150,000 shares shall become fully vested and the foregoing restrictionrestrictions shall lapse on the Date of Termination. Any shares awarded to the Executive pursuant to Section 5(h)(iii) that have not already vested before the Date of Termination, other than the shares subject to accelerated vesting on the Date of Termination, if any, shall be forfeited; and (v) provided the Executive signs and returns a timely and effective Executive Release of Claims, the Company shall accelerate the vesting or lapsing of restrictions of the options and shares of restricted stock, respectively, awarded to the Executive in 2005 and in 2006.

Termination by Company without Cause or by Executive for Good Reason. If If, during the Employment Term, Company terminates Executive's ’s employment is terminated by the Company without Cause or by Executive resigns for Good Reason, Executive will be entitled to receive the following payments and benefits: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be madeany Accrued Compensation; (ii) the Company shall maintain continued payment of Base Salary (without giving effect to any reduction in full force and effect, Base Salary that constitutes Good Reason) for the continued benefit remainder of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); andEmployment Term; (iii) payment of the Company shall reimburse Executive pursuant Transition Payment provided for under, and subject to the terms of, Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment4(b); (iv) Executive a pro rated incentive bonus for the year of termination, determined by multiplying (A) the target annual incentive bonus for the year or, if no target annual incentive bonus was established for the year or the target annual incentive bonus for the year was materially reduced so as to constitute Good Reason, the highest incentive bonus earned within the preceding three years, by (B) a fraction, the numerator of which is the number of days from the beginning of the calendar year through the date of termination, and the denominator of which is 365, which amount shall be entitled to any other rights, compensation and/or benefits as may be due to Executive paid in accordance with the terms and provisions of any agreements, plans or programs a lump sum within ten days of the Companydate of termination; (v) all stock options and other pension or employment benefits granted an additional incentive bonus equal to one-half of the annual incentive bonus paid to Executive prior to the Date of Termination shall fully vest as on account of the Date of Termination (inclusive of any granted immediately preceding fiscal year, payable at the time Company would otherwise have paid to Executive prior to the Employment Period)annual incentive bonus for the year of his termination; (vi) full and immediate vesting of the Company shall forgive and cancel all loans made by Option, the Company or any Affiliate to Executive, if anyEquity Grant, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loansany other outstanding stock options or equity-based awards; and (vii) continuing group health and group life insurance coverage for Executive and, where applicable, Executive’s spouse and eligible dependents, at the same benefit levels in effect from time to time with respect to active senior executives of Company shall eliminate any (“Benefit Continuation Coverage”), for the lifetimes of Executive and all restrictions on Executive's ability either to engage in any activities, directly or indirectlyhis spouse and, in competition with the case of Executive’s eligible dependents, until such dependents’ attainment of the maximum age up to which the Company’s plan, as then in effect, covers dependents of Company (includingemployees; provided that the cost of such coverage during the Transition Period shall be split between Company and Executive in the same ratio as the cost-sharing in effect under the Company’s policies and procedures for Company executives at that time, without limitationand the cost of such coverage after the expiration of the Transition Period shall be borne 100% by Executive. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive will instead be entitled to cash payments sufficient to reimburse Executive and/or Executive’s spouse and eligible dependents, on an after-tax basis, for a proportionate amount of the restrictions reasonable cost of comparable individual or other replacement coverage through the end of the Transition Period. Executive agrees that if he breaches the restrictive covenants set forth in Section 10(c12, Company may cease paying Executive amounts otherwise payable (and may cease proving the benefits otherwise provided for) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"10(b) and by reason of such excess parachute payment Executive would be subject will retain its rights to an excise tax under Section 4999(a) of enforce the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionrestrictive covenants and to seek any other remedies available at law.

Termination by Company without Cause or by Executive for Good Reason. If Subject to Section 21 and except during a Change of Control Period, if Executive's employment is hereunder and the Employment Period are terminated by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to payment of: (i) the Company shall pay to Executive (A) his Executive's accrued but unpaid Base Salary and accrued vacation pay through the Date date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be madetermination; (ii) any accrued, unused vacation pay at the Company shall maintain in full force and effect, for the continued benefit rate of Executive, his spouse 's then Base Salary and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which any properly documented reimbursable expenses owed to Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and; (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurredany amount arising from Executive's participation in, but not paid prior to such termination of employment; (iv) Executive or benefits under any employee benefit plans, programs, or arrangements, which amounts shall be entitled to any other rights, compensation and/or benefits as may be due to Executive payable in accordance with the terms and provisions conditions of such employee benefit plans, programs, or arrangements, including without limitation any agreementsamount earned under any STIP or LTIP but not paid prior to the termination (clauses (i), plans or programs (ii) and (iii) of this Section 5(b), collectively, the Company"Accrued Obligations"); (iv) Executive's then-current Base Salary for twelve (12) consecutive months, with the time of payment of such installments, as applicable, commencing as provided below; (v) if such termination occurs before the completion of an applicable measuring period, Executive will receive the full target incentive award amount of the STIP Executive would have received had Executive continued to be employed through the end of such period, payable at the same time and in the same form of payment that all stock options and other pension or employment benefits granted STIP awards are payable to Executive prior STIP participants pursuant to the Date of Termination shall fully vest as of terms specified in the Date of Termination (inclusive of any granted to Executive prior to the Employment Period);STIP; and (vi) if Executive has received awards of equity or other compensation under the LTIP that remain subject to vesting, then the Executive will receive a cash severance equal to the market value of all unvested shares determined using the closing price of Company's common stock as of the date of Executive's termination (or, if such date is a date on which the Company's common stock is not trading, then the closing price as of the previous trading day). The amounts described in Section 5(b)(iv) will commence to be paid to Executive within sixty (60) days following the date of termination, provided that Executive (or, in the event of Executive's death, Executive's estate) has executed and delivered to the Company shall forgive not later than forty-five (45) days following the date of termination an irrevocable general waiver and cancel all loans made release of claims in the form provided by the Company to Executive (or, in the event of Executive's death, Executive's estate) after Executive's termination (the "General Release") and the latest date on which the General Release is subject to revocation has expired. The Accrued Obligations shall be paid no later than as required by law or within thirty (30) days following the date of termination, whichever occurs earlier. As to any Affiliate to Executiveamount described in Section 5(b)(iv) that constitutes "nonqualified deferred compensation" within the meaning of Code Section 409A and the regulations and guidance promulgated thereunder (collectively, "Section 409A"), if anythe sixty (60) day period begins in one calendar year and ends in a second (2nd) calendar year, and payment shall take all actions and execute all documents necessary to evidence always be paid in the forgiveness and cancellation of second (2nd) calendar year. Once they begin within such loans; and sixty (vii60) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitationday period following termination, the restrictions set forth amounts payable pursuant to Section 5(b)(iv) shall be payable in Section 10(csubstantially equal consecutive installments over the twelve (12) month period following the date of this Agreement but not termination (the restrictions set forth "Severance Period") in Sections 10(a) and (b)), or to make any investment in competition accordance with the Company's general payroll practices as in effect on the date of termination, and shall execute all documents necessary or reasonably requested by but in no event less frequently than monthly (with the first such payment being in an amount equal to the total amount to which Executive to reflect would otherwise have been entitled during the period following the date of termination through such elimination of restrictionspayment commencement date). The foregoing notwithstanding, the total of the severance payments amount(s) payable under this pursuant to Section 8(a5(b)(v) shall be reduced to paid provided the extent General Release has become effective under its terms on the payment date of such payment(s). All payments of amounts would cause described in Section 5(b)(iv) and Section 5(b)(v) are subject to Executive's total termination benefits (as determined by or in the event of Executive's tax advisordeath, Executive's estate's) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated continued compliance with the foregoing restriction exceed those calculated without the foregoing restrictionprovisions of Sections 6, 7, 8, 23 and 25 hereof.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made;and (ii) the The Company shall maintain pay to Executive a payment equal to; [1] $2,500,000 if the termination of employment occurs prior to the fifth anniversary of the Effective Date. At the election of the Company, the payment set forth in full force and effectthis (ii)[1] may be made in substantially equal monthly installments over the shorter of three years or the remainder of the Employment Period, with interest computed at the Company's cost of capital for the continued benefit of Executive, his spouse and his dependents equivalent period; or [2] Base Salary for a the period of three (3) years following from the Date of Termination through the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to end of the Date Employment Period if the termination of Termination at employment occurs after an extension of the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date original five-year term of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); andthis Agreement. (iii) the Company shall reimburse Executive pursuant to Section 5(d5(c) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company;; and (v) all stock options described in Section 5(g) and other pension or employment benefits granted to Executive prior to the Date of Termination Restricted Shares described in Section 5(h) shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictionsTermination. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.

Termination by Company without Cause or by Executive for Good Reason. If Company terminates Executive's employment is terminated by the Company without Cause or by if Executive resigns for Good Reason, Executive will be entitled to receive the following payments and benefits: (i) the Company any Accrued Compensation, which amount shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) be paid in a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years lump sum within 30 days of the Company ending prior to termination within seven (7) calendar days following the Date date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be madetermination; (ii) the Company shall maintain in full force and effect, pro rata Contingent Salary for the year of termination (based upon the Contingent Salary target for the year) determined by multiplying such amount by a fraction, the numerator of which is the number of days from the beginning of the calendar year through the date of termination, and the denominator of which is 365, which amount shall be paid in a lump sum within ten days of the date of termination; (iii) continued benefit payment of salary for the salary continuation period specified in Schedule I (the "Salary Continuation Period"), based upon the greater of(1) Executive, his spouse and his dependents 's Target Salary Rate for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs year in which Executive's employment is terminated, his spouse or (2) Executive's average Target Salary Rate for the three years preceding the year in which such termination occurs (or all of the preceding years if less than three); (iv) full and his dependents were participating immediately prior to the Date immediate vesting of Termination at the level in effect any outstanding restricted stock and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; providedany outstanding stock options or other equity-based awards and, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefitscase of stock options (or other similar awards) the continued right to exercise the options (or other awards) for at least three months following the date of termination, but in no event beyond the Company shall arrange to provide Executive, his spouse and his dependents with expiration of the economic equivalent stated term of such benefits which they otherwise would have been entitled to receive under such plans and programs option ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basisother award); and (iiiv) continuing group health and group life insurance coverage for Executive and, where applicable, Executive's spouse and eligible dependents ("Benefit Continuation Coverage") during the Salary Continuation Period at the same benefit and contribution levels in effect from time to time with respect to active similarly situated executives of Company shall reimburse or FTI. If and to the extent such Benefit Continuation Coverage is not permitted by the applicable plan or by applicable law, Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall will instead be entitled to any cash payments sufficient to reimburse Executive and/or Executive's spouse and eligible dependents, on an after tax basis, for the actual cost of comparable individual or other rights, compensation and/or benefits as may be due to Executive in accordance with replacement coverage through the terms and provisions of any agreements, plans or programs end of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Salary Continuation Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total group health portion of the severance payments payable under this Section 8(a) shall Benefit Continuation Coverage will be reduced in addition to the extent the payment and not in lieu of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionCOBRA continuation coverage.

Termination by Company without Cause or by Executive for Good Reason. Not In Connection with a Change in Control. If Executive's employment is terminated by the Company terminates Executive’s employment without Cause or by if Executive resigns his employment for Good Reason: Reason (i) as defined below), in either case at any time other than upon the occurrence of, or within the 13 months immediately following, the effective date of a Change in Control, the Company shall pay to Executive (A) his Base Salary Executive’s accrued and unpaid base salary and accrued and unused vacation pay benefits earned through the Date date of Terminationtermination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition to the above, if Executive furnishes to the Company an executed waiver and release of claims in the form attached hereto as soon Exhibit A (or in such other form as practicable may be specified by the Company) (the “Release”) within the time period specified therein, but in no event later than 45 days following the Date of TerminationExecutive’s termination, and (B) a payment equal if Executive allows such Release to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e.become effective in accordance with its terms, bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection then (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rightsseverance in the form of continuation of his base salary, compensation and/or benefits as may be due at the base salary rate equal to Executive in accordance with the terms and provisions of any agreements, plans or programs greater of the Company; (v) all stock options and other pension rate in effect at the time of termination or employment benefits granted to Executive the rate immediately prior to the Date event giving rise to Good Reason (the “Severance Payments”), for a period of Termination shall fully vest as of nine (9) months following the Date of Termination termination date (inclusive of any granted to the “Severance Period”), and (ii) if Executive prior timely elects COBRA coverage, the Company will pay directly to the Employment Periodinsurance provider the premium for COBRA continuation coverage for Executive and Executive’s family during the Severance Period or until he obtains new employment, whichever comes first (the “COBRA Coverage”); (vi) ; provided that, if the Company shall forgive and cancel all loans made by determines that it cannot provide the Company COBRA Coverage without potentially violating applicable law or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company incurring additional expense under applicable law (including, without limitation, Section 2716 of the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)Public Health Service Act), or the Company will provide Executive, in lieu thereof, taxable, continued installment payments equal to make any investment in competition with the CompanyCOBRA premium, and shall execute all documents necessary or reasonably requested by payable on the last day of a given month, for 9 months (measured from the termination date), which payments will be made regardless of whether Executive to reflect such elimination of restrictionselects COBRA continuation coverage (the “COBRA Bonus”). The foregoing notwithstandingNotwithstanding the foregoing, the total number of the severance payments payable under this Section 8(a) months of COBRA Bonus to be paid, in any case, shall be reduced to by the extent number of months of COBRA Coverage previously paid by the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would Company. The Severance Payments will be subject to an excise tax under Section 4999(a) standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any Severance Payments otherwise scheduled to be made prior to the effective date of the CodeRelease shall accrue and be paid in the first payroll period that follows such effective date, but only provided, further, that if the 45 day period to execute the Release spans two calendar years, no Severance Payments will be made until the later calendar year. The Company shall thereafter have no further obligations to Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionunder this Agreement, except as otherwise provided by law.

Termination by Company without Cause or by Executive for Good Reason. If If, during the Employment Term, Company terminates Executive's ’s employment is terminated by the Company without Cause or by Executive resigns for Good Reason, Executive will be entitled to receive the following payments and benefits: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be madeany Accrued Compensation; (ii) continued payment of Base Salary in accordance with the Company shall maintain Company’s regular payroll practices as in full force and effect, effect from time to time (without giving effect to any reduction in Base Salary that constitutes Good Reason) for the continued benefit remainder of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); andEmployment Term; (iii) payment of the Company shall reimburse Executive pursuant Transition Payment provided for under, and subject to the terms of, Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment4(b); (iv) Executive a pro rated Annual Incentive Bonus for the year of termination, determined by multiplying (A) the target Annual Incentive Bonus for the year or, if no target Annual Incentive Bonus was established for the year or the highest Annual Incentive Bonus earned within the preceding three years, by (B) a fraction, the numerator of which is the number of days from the beginning of the calendar year through the date of termination, and the denominator of which is 365, which amount shall be entitled to any other rights, compensation and/or benefits as may be due to Executive paid in accordance with the terms and provisions of any agreements, plans or programs a lump sum within ten days of the Companydate of termination; (v) all stock options and other pension or employment benefits granted an additional incentive bonus equal to one-half of the Annual Incentive Bonus paid to Executive prior to the Date of Termination shall fully vest as on account of the Date of Termination (inclusive of any granted immediately preceding fiscal year, payable at the time Company would otherwise have paid to Executive prior to the Employment Period)Annual Incentive Bonus for the year of his termination; (vi) vesting of the Option and the Equity Grant to the extent provided in the Stock Option Agreement or the Restricted Stock Agreement, as applicable; (vii) continuing group health and group life insurance coverage for Executive and, where applicable, Executive’s spouse and eligible dependents, at the same benefit levels in effect from time to time with respect to active senior executives of Company (“Benefit Continuation Coverage”), for the lifetimes of Executive and his spouse and, in the case of Executive’s eligible dependents, until such dependents’ attainment of the maximum age up to which the Company’s plan, as then in effect, covers dependents of Company employees; provided that the cost of such coverage during the Transition Period shall forgive be split between Company and cancel all loans made Executive in the same ratio as the cost-sharing in effect under the Company’s policies and procedures for Company executives at that time, and the cost of such coverage after the expiration of the Transition Period shall be borne 100% by Executive. If and to the extent such Benefit Continuation Coverage is not permitted by the Company applicable plan or any Affiliate by applicable law, Executive will instead be entitled to cash payments sufficient to reimburse Executive and/or Executive’s spouse and eligible dependents, if anyon an after–tax basis, and shall take all actions and execute all documents necessary to evidence for a proportionate amount of the forgiveness and cancellation reasonable cost of such loanscomparable individual or other replacement coverage through the end of the Transition Period; and (viiviii) Executive’s country club membership in effect as of the Company Effective Date, including all rights to the initiation deposit, shall eliminate be transferred at no cost to Executive (other than any and all restrictions on cost related to taxes incurred by the Executive's ability either to engage in any activities), directly or indirectly, in competition with provided Executive is a member of such club as of the Company (including, without limitation, effective date of termination of employment. Executive agrees that if he breaches the restrictions restrictive covenants set forth in Section 10(c12, Company may cease paying Executive amounts otherwise payable (and may cease providing the benefits otherwise provided for) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"10(b) and by reason of such excess parachute payment Executive would be subject will retain its rights to an excise tax under Section 4999(a) of enforce the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionrestrictive covenants and to seek any other remedies available at law.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) within ten (10) days following such termination, the Company shall pay to Executive (A) his Base Salary and accrued vacation pay earned and/or accrued, but unpaid through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary any accrued vacation pay; and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three one (31) years year following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; providedPROVIDED, that THAT, if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), providedPROVIDED, that THAT, such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, coverage or benefit-by-benefit, basis); and (iiiii) the Company shall reimburse Executive pursuant to Section 5(d) 5 for reasonable expenses incurred, but not paid prior to such termination of employment;; and (iviii) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company;; and (viv) all with respect to equity awards granted or made on or after the Commencement Date, notwithstanding the terms or conditions of any stock options option, stock appreciation right, restricted stock or similar agreements between the Company and other pension or employment benefits granted to Executive prior to the Date of Termination contrary, and for purposes thereof, such agreements shall fully vest be deemed not to be amended in accordance with this Section 8(a)(v) if need be as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (viunder Paragraph 6(d) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c6(e) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with neither the Company, the Board nor the Committee shall take or assert any position contrary to the foregoing, such that Executive shall vest, as of the Date of Termination, in all rights under such agreements (E.G., stock options that would otherwise vest after the Date of Termination) and in the case of stock options, stock appreciation rights or similar awards, thereafter shall execute be permitted to exercise any and all documents necessary or reasonably requested such rights until the end of the term of such awards (regardless of any termination of employment restrictions therein contained) and restricted stock held by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total shall become immediately vested as of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment Date of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionTermination.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and (iii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, but not paid prior to such termination of employment; (iv) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.without

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by Company terminates the Company Employment Period without Cause (other than a non-renewal by Company under Section 2) or by if Executive terminates the Employment Period for Good Reason, Executive shall be entitled to receive payment of any Base Salary amounts that have accrued but have not been paid as of the Termination Date, and the unpaid Performance Bonus, if any, with respect to the Fiscal Year preceding the Fiscal Year in which the Termination Date occurs (such Performance Bonus, if any, to be determined in the manner that it would have been determined, and payable at the time it would have been payable, under Section 3.2 had there been no termination of the Employment Period). In addition, subject to Section 4.4.2, below, Company shall be obligated to pay Executive (or provide Executive with) the following benefits as severance: (i) the Company shall pay to Executive (A) his six months of Executive’s Base Salary in effect immediately prior to the Termination Date, payable in six equal monthly installments commencing on the Termination Date, such amount to be payable regardless of whether Executive obtains other employment and accrued vacation pay through the Date is compensated therefor (but only so long as Executive is not in violation of TerminationSection 5 hereof); (ii) continuation of Executive’s then current enrollment (including family enrollment, as soon as practicable if applicable) in all health and/or dental insurance benefits set forth in Section 3.3.2 for a period of six months following the Date Termination Date, with Executive’s contribution to such plans as if Executive were employed by Company, such contributions to be paid by Executive in the same period (e.g., monthly, bi-weekly, etc.) as all other employees of Termination, and (B) a payment equal to two times Executive's current base scheduled annual salary and two times the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years of the Company ending prior to termination within seven (7) calendar days following the Date of TerminationCompany; provided, however, that Company may terminate such coverage if payment from Executive is not made within ten (10) days after the date on which Executive has previously given a receives written notice not to extend the Employment Period pursuant to Section 2, the from Company that such payment referred to in this subsection (i) shall not be made; (ii) the Company shall maintain in full force is due; and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three (3) years following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), providedfurther, that such Continued Benefits shall terminate on benefits may be discontinued earlier to the date or dates extent that Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of becomes entitled to comparable benefits from a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis)employer; and (iii) the Company shall reimburse any awards granted to Executive pursuant to Section 5(d) for reasonable expenses incurred, but 3.5 that have not paid prior to such termination vested as of employment;the Termination Date shall vest in full upon the Termination Date. (iv) Executive shall be entitled to any other rightsthe amount of Executive’s Performance Bonus, compensation and/or benefits as may be due to Executive if any, for the Fiscal Year in accordance with which the terms and provisions of any agreements, plans or programs Termination Date occurs that would have been payable under Section 3.2 had there been no termination of the CompanyEmployment Period (such Performance Bonus, if any, to be determined in the manner it would have been determined, and payable at the time it would have been payable, under Section 3.2 had there been no termination of the Employment Period), multiplied by a fraction, the numerator of which is the number of completed months in the Fiscal Year in which the Termination Date occurs prior to the Termination Date and the denominator of which is twelve; (v) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination accrued but unused vacation pay, which shall fully vest as be payable in a lump sum within thirty (30) days of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loans; and (vii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c) of this Agreement but not the restrictions set forth in Sections 10(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restrictionDate.

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason: (i) the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination; (ii) the Company shall reimburse Executive pursuant to Section 5(d) for reasonable expenses incurred, and but not paid prior to such termination of employment; (Biii) a payment if Executive elects not to exercise the Building Option (as defined below) in accordance with the provisions of Section 10, the Company shall pay to Executive an amount equal to two times Executive's current base scheduled annual salary and two times his Base Salary through the average total additional compensation (i.e., bonus, pension, 401(k) Company contributions, medical benefits and car allowance) for the two (2) preceding fiscal years remainder of the Company ending prior to termination Employment Period in a single lump sum payment within seven (7) calendar days following the Date of Termination; provided, however, if the Executive has previously given a notice not to extend the Employment Period pursuant to Section 2, the payment referred to in this subsection (i) shall not be made; (iiiv) the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for a period of three one (31) years year following the Date of Termination the medical, hospitalization, dental, disability and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that if Executive, his spouse Termination or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs ("Continued Benefits"), provided, that such Continued Benefits shall terminate on the date or dates Executive receives substantially equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); and; (iiiv) the Company shall reimburse pay to Executive the bonus to which Executive is entitled under the Performance Plan that Executive earned pursuant to Section 5(dthe terms of the Performance Plan through the Date of Termination within seven (7) for reasonable expenses incurred, but not paid prior to such termination days following the Date of employmentTermination; (ivvi) all options to purchase shares of capital stock of the Company granted to Executive shall fully vest as of the Date of Termination and shall continue to be outstanding and exercisable and the expiration date of such options shall be extended to the date one (1) year following the Date of Termination; (vii) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company; (v's 401(k) all stock options and other pension or employment benefits granted to Executive prior to the Date of Termination shall fully vest as of the Date of Termination (inclusive of any granted to Executive prior to the Employment Period); (vi) the Company shall forgive and cancel all loans made by the Company or any Affiliate to Executive, if any, and shall take all actions and execute all documents necessary to evidence the forgiveness and cancellation of such loansplan; and (viiviii) the Company shall eliminate any and all restrictions on Executive's ability either to engage in any activities, directly or indirectly, in competition with the Company (including, without limitation, the restrictions set forth in Section 10(c13(c) of this Agreement but not the restrictions set forth in Sections 10(a13(a) and (b)), or to make any investment in competition with the Company, and shall execute all documents necessary or reasonably requested by Executive to reflect such elimination of restrictions. The foregoing notwithstanding, the total of the severance payments payable under this Section 8(a) shall be reduced to the extent the payment of such amounts would cause Executive's total termination benefits (as determined by Executive's tax advisor) to constitute an "excess" parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code, but only if Executive determines that the after-tax value of the termination benefits calculated with the foregoing restriction exceed those calculated without the foregoing restriction.