Common use of Termination by Employer without Cause Clause in Contracts

Termination by Employer without Cause. Employer may immediately terminate Employee’s employment without Cause. If, during the Term of this Agreement, Employee’s employment is terminated by Employer without Cause (other than due to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately also terminate Employee’s 's employment without CauseCause upon ten days' notice to Employee. If, during the Term Upon termination of this Agreement, Employee’s 's employment is terminated by Employer without Cause (other than due Cause, all compensation and benefits to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee hereunder shall cease and Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 (1) any accrued but unpaid salary and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time unused vacation as of the Termination Date (date of such termination as required by California law, which shall be no longer than 50 days after due and payable upon the Termination Dateeffective date of such termination, (2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and the expiration payable in accordance with Employer's normal payroll practices or as otherwise required by California law, (3) payment of any applicable revocation period with respect Tax Gross-Up payment as provided in Section 5.5, (4) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to the Releasesix months' salary as provided in Section 5.1., provided, that if Employee’s employment terminates pursuant to this Paragraph 10.A(iisuch termination occurs following a Change of Control (as hereinafter defined), then Employee the amount described in this clause (4) shall be entitled equal to receive: a. Payment 12 months' salary as provided in Section 5.1, and (5) continued participation, at Employer's cost and expense, of the Bonus, Employee and his dependents for a period of six months following such termination (12 months if any, that was earned by Employee such termination occurs following a Change of Control) in any fiscal year ending prior to the Termination Date but remains unpaid Employer-sponsored group benefit plans in which Employee was participating as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction date of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal termination. Employee's right to the number of days of Employee’s employment during such applicable performance period divided by the total number of days compensation and benefits provided for in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three clauses (3) previous fiscal years from through (5) of this Section 6.2 shall be conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the first regular payroll period following the expiration of any applicable revocation period with respect meaning ascribed to the Releaseterm "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, and in any event, if at all, within seventy (70) days after the Termination Dateas such Plan may be amended from time to time. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately terminate Employee’s employment without Cause. If, during the Term of this Agreement, Employee’s employment is terminated by Employer without Cause (other than due to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii)10.B, then Employee shall be entitled to receive: a. 1. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. 2. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. 3. An amount equal to twelve (y) thirty (3012) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be , payable in thirty twelve (3012) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. 4. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c)10.B.3, the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately may, unilaterally, terminate EmployeeExecutive’s employment for any reason and without Cause. If, Cause or for no reason at all at any time during the Term of this Agreement, EmployeeEmployment upon sixty (60) days prior written notice to Executive. If Employer terminates Executive’s employment is terminated by Employer without Cause (other than due pursuant to death or Disability)this Section 4.4.1, including if Employer declines to renew then the Term of the AgreementEmployment shall thereupon end (“Date of Involuntary Termination”) and Executive shall, then Employee shall subject to Bank Regulatory Limitations as referenced in Section 4.12, only be entitled to receive the following: (a) the Accrued Compensation. In additionObligations; provided, subject however, that in addition to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time payment of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration per diem value of any applicable revocation period with respect to unused vacation days that have accrued during the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment Term of the Bonus, if any, that was earned by Employee in any fiscal year ending Employment prior to the Date of Involuntary Termination, Executive shall receive the unused, unaccrued portion of any vacation days available through the end (but not beyond) the calendar year in which the Date of Involuntary Termination occurs, a. the Additional Benefits, b. an aggregate amount equal to three (3) times Executive’s Highest Annual Compensation, as hereinafter defined (“Severance Payment”), which amount shall be paid within twenty (20) days following Executive’s Date but remains unpaid as of Involuntary Termination and in no event later than two and one-half (2 ½) months after the close of the taxable year of Executive in which the Date of Involuntary Termination Date, payable in a lump sum within seventy occurs, c. to have Employer pay the full premiums (70employer and employee portions plus applicable state and federal withholding) days after for Executive’s and any covered beneficiary’s coverage under COBRA health continuation benefits over the Termination Date. b. A pro-rated Bonuseighteen (18) month period immediately following the Date of Involuntary Termination. Notwithstanding the foregoing, if anyExecutive thereafter accepts employment with another entity that provides comparable healthcare, upon during such period, Employer shall not be obligated to provide Executive with such health continuation benefits, and d. reimbursement for the satisfaction reasonable fees of any prea professional out-established performance objectives at placement service selected by Executive; provided, however, that only expenses incurred by Executive no later than the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar second taxable year following the year in which the services were performed, when bonuses are generally Date of Involuntary Termination occurs shall be reimbursed and such reimbursement shall be paid to similarly situated employees. c. An amount equal to (y) thirty (30) months by the end of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period taxable year following the expiration of any applicable revocation period with respect to year in which the Release, and in any event, if at all, within seventy (70) days after the Termination Dateexpense was incurred. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately also terminate Employee’s employment without CauseCause upon ten days notice to Employee. If, during the Term Upon termination of this Agreement, Employee’s employment is terminated by Employer without Cause (other than due Cause, all compensation and benefits to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee hereunder shall cease and Employee shall be entitled to receive payment of (1) any accrued but unpaid salary and unused vacation as of the Accrued Compensationdate of such termination as required by California law, which shall be due and payable upon the effective date of such termination, and (2) as of the effective date of Employee’s termination, full (100%) and immediate vesting of all of Employee’s stock options and any other equity awards based on Employer securities, such as restricted stock units, stock appreciation rights, performance units, etc., all of which shall remain exercisable for their full term, (3) payment of any Tax Gross-Up payment as described in Section 5.5, and (4) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to six months’ salary as provided in Section 5.1, provided that if the date of termination occurs following a Change of Control (as hereinafter defined), then the salary and payment described in clause (4) of this sentence shall instead be calculated using a 12-month “Severance Period” that commences on the date of termination and ends on the first anniversary of such termination date. In addition, subject to EmployeeEmployer shall provide Employee and his dependents with continued participation, at Employer’s continuing compliance with the covenants contained in Paragraphs 7 cost and 8 expense, for a period of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate12 months following such termination, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid Employer-sponsored group benefit plans in which Employee was participating as of the Termination Datedate of termination. Section 6.2(a)(2) and 6.2(b) are conditioned upon Employee having executed and delivered to Employer a Separation Agreement and General Release in the form attached hereto as Exhibit A. For purposes of this Section 6.2, payable a “Change in a lump sum within seventy (70) days after Control” shall have the Termination Date. b. A promeaning ascribed to such term in Employer’s 2000 Long-rated Bonus, if any, upon Term Incentive Plan and shall also have the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal meaning ascribed to the number of days of Employee’s employment during such applicable performance period divided by the total number of days term “Corporate Transaction” in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan2008 Stock Incentive Plan, payment of that part of the COBRA premiums for as each such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right Plan may be amended from time to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAtime.

Termination by Employer without Cause. Employer may immediately also terminate Employee’s 's employment without CauseCause upon ten days' notice to Employee. If, during the Term Upon termination of this Agreement, Employee’s 's employment is terminated by Employer without Cause (other than due Cause, all compensation and benefits to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee hereunder shall cease and Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 (1) any accrued but unpaid salary and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time unused vacation as of the Termination Date (date of such termination as required by California law, which shall be no longer than 50 days after due and payable upon the Termination Dateeffective date of such termination, (2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and the expiration payable in accordance with Employer's normal payroll practices or as otherwise required by California law, (3) payment of any applicable revocation period with respect Tax Gross-Up payment as provided in Section 5.5, (4) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to the Releasesix months' salary as provided in Section 5.1., provided, that if Employee’s employment terminates pursuant to this Paragraph 10.A(iisuch termination occurs following a Change of Control (as hereinafter defined), then Employee the amount described in this clause (4) shall be entitled equal to receive: a. Payment 12 months' salary as provided in Section 5.1, and (5) continued participation, at Employer's cost and expense, of the Bonus, Employee and her dependents for a period of six months following such termination (12 months if any, that was earned by Employee such termination occurs following a Change of Control) in any fiscal year ending prior to the Termination Date but remains unpaid Employer-sponsored group benefit plans in which Employee was participating as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction date of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal termination. Employee's right to the number of days of Employee’s employment during such applicable performance period divided by the total number of days compensation and benefits provided for in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three clauses (3) previous fiscal years from through (5) of this Section 6.2 shall be conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with form attached hereto as Exhibit A. For purposes of this Section 6.2, a "Change of Control" shall have the first regular payroll period following the expiration of any applicable revocation period with respect meaning ascribed to the Releaseterm "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, and in any event, if at all, within seventy (70) days after the Termination Dateas such Plan may be amended from time to time. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately also terminate Employee’s 's employment without CauseCause upon ten days' notice to Employee. If, during the Term Upon termination of this Agreement, Employee’s 's employment is terminated by Employer without Cause (other than due Cause, all compensation and benefits to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee hereunder shall cease and Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 (1) any accrued but unpaid salary and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time unused vacation as of the Termination Date (date of such termination as required by California law, which shall be no longer than 50 due and payable upon the effective date of such termination, (2) any unpaid bonus that may have been awarded to Employee under Section 5.2 prior to such date, which shall be due and payable in accordance with Employer's normal payroll practices or as otherwise required by California law, (3) all of Employee's vested stock options and other equity awards as of the date of terrmination of Employee's employment shall remain exercisable for their full term, (4) retain and have full ownership of all electronic devices provided to Employee (including, without limitation, a computer, telephone, tablet and printer), provided that all Employer confidential information shall be deleted by Employer from such devices before releasing them to Employee, (5) an amount, which shall be due and payable within ten days after following the Termination Date) and the expiration effective date of any applicable revocation period with respect such termination, equal to the Releasesix months' salary as provided in Section 5.1., provided, that if Employee’s employment terminates pursuant to this Paragraph 10.A(iisuch termination occurs following a Change of Control (as hereinafter defined), then Employee the amount described in this clause (5) shall be entitled equal to receive: a. Payment 12 months' salary as provided in Section 5.1, and (6) continued participation, at Employer's cost and expense, of the Bonus, Employee and his dependents for a period of six months following such termination (12 months if any, that was earned by Employee such termination occurs following a Change of Control) in any fiscal year ending prior to the Termination Date but remains unpaid Employer-sponsored group benefit plans in which Employee was participating as of the Termination Date, payable date of termination. Employee's right to the compensation and benefits provided for in a lump sum within seventy clauses (705) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction and (6) of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus this Section 6.2 shall be determined by multiplying conditioned upon Employee having executed and delivered to Employer a General Release of All Claims in the Bonus amount by form attached hereto as Exhibit A. For purposes of this Section 6.2, a fraction equal "Change of Control" shall have the meaning ascribed to the number of days of Employee’s employment during term "Corporate Transaction" in Employer's 2008 Stock Incentive Plan, as such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall Plan may be made in the calendar year following the year in which the services were performed, when bonuses are generally paid amended from time to similarly situated employeestime. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Notwithstanding the above-stated provisions, Employer may immediately retains the right to terminate EmployeeExecutive’s employment “at-will,” either with or without Cause. Ifcause and in its sole discretion; provided, during the Term of this Agreementhowever, Employee’s employment is terminated by Employer without Cause (other than due to death or Disability), including that if Employer declines elects to renew the Term of the Agreementexercise its right to terminate without cause under this provision, then Employee Employer shall be entitled promptly pay to receive the Accrued Compensation. In additionExecutive (as soon as possible, subject to Employee’s continuing compliance with the covenants contained but in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer event later than 50 days 2.5 months after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance periodcalendar year in which such termination occurs), via wire transfer of immediately available funds to an account designated by Executive, an aggregate lump sum amount (the “Severance Amount”) equal to the sum of (i) his Base Salary for a period commencing on the date of termination and ending on the first to occur of the date which is (A) three (3) years following the date of termination or (B) five (5) years following the Effective Date, as though Executive were continuing to provide services to Employer under this Agreement; such payable (ii) the aggregate amount of any vacation, PTO, or other compensation that has accrued pursuant to Employer’s written policies but has not been used as of the date of termination; (iii) the pro-rata portion of the EBITDA Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments earned for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments period commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following of the date on which Employee’s coverage under that plan as an active employee of Employer ends, then current year and ending on the earlier date of termination (Aand any EBITDA Bonus or Discretionary Bonus owed for the prior year but not yet paid); and (iv) any amount of reimbursement for reasonable business expenses incurred by Executive through the date that twelve (12) months of such COBRA Subsidies termination in accordance with Section 6 hereof. Except as otherwise provided in this Section 5(c), Employer shall have been paidno obligation to make payments to, or (B) bestow benefits upon, Executive following the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAtermination.

Termination by Employer without Cause. Employer may immediately terminate Employee’s Executive's employment without Cause. If, during the Term of this Agreement, Employee’s employment is terminated by Employer hereunder at any time without Cause by written notice to Executive, in which event: (other than due i) Employer shall continue to death or Disability)pay Executive his Annual Salary, including if Employer declines to renew as in effect on the Term date of the Agreementtermination of Executive's employment, then Employee shall be entitled for a period of months equal to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer Severance Period (the “Release”) within term "Severance Period," as used herein, shall mean the time lesser of 24 or the number of months in the period specified by Employer at from the time date of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration termination of any applicable revocation period with respect Executive's employment hereunder to the Releasedate Executive attains the age 65); (ii) Employer shall pay to Executive, if Employee’s employment terminates pursuant in equal installments over a period of months equal to this Paragraph 10.A(ii)the Severance Period, then Employee shall be entitled an amount equal to receive: a. Payment one-twelfth of the Bonus, if any, that was Severance Period multiplied by the greater of (x) the average annual incentive payment earned by Employee Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in any respect of the three most recent complete fiscal year ending years of the Company prior to the Termination Date but remains unpaid as date of the Termination Date, payable in a lump sum within seventy termination of Executive's employment or (70y) days after the Termination Date. b. A pro-rated Bonus, if any, upon target incentive bonus award under the satisfaction of Company's Executive Incentive Compensation Plan (or any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following successor plan) for the year in which the services were performedtermination of Executive's employment occurs; (iii) Employer shall provide to Executive and his eligible dependents medical, when bonuses are generally paid long-term disability, dental and life insurance coverage, to similarly situated employees. c. An the extent such coverage was in effect immediately prior to such termination, until the earlier to occur of the second anniversary of the date of termination or the date Executive attains the age 65; provided, however, that in the event that medical, long-term disability, dental and life insurance benefits cannot be provided under appropriate group insurance policies of Employer, an amount equal to the premium necessary for Executive to purchase directly the same level of coverage in effect immediately prior to the termination of employment shall be added to Employer's payments to Executive pursuant to this Section 8. (iv) Employer shall continue to provide to Executive the benefits described under Sections 3(d) and 3(e) hereof until the earlier to occur of the second anniversary of the date of termination or the date Executive attains the age 65; and (v) Employer shall contribute to Executive's account under the Company's defined contribution retirement plans (currently, the Company's Salary Savings Plan and ERISA Excess Profit Sharing and Lost Match Plan) an amount of cash equal to the amount that Employer would have contributed to such plans (including both profit-sharing contributions and Company matching contributions in respect of Executive's contributions to the plan) had Executive continued to be employed by Employer for a number of months equal to the Severance Period, at an annual compensation equal to the sum of Executive's Annual Salary immediately prior to the termination of Executive's employment and the greater of (x) the average annual incentive bonus earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company prior to the date of the termination of Executive's employment or (y) thirty the target incentive bonus award under the Company's Executive Incentive Compensation Plan (30or any successor plan) months for the year in which the termination of Executive's employment occurs (and assuming for this purpose that Executive made the maximum permissible contributions to such plans during such period), such contributions being deemed to be made immediately prior to the termination of Executive's employment; (vi) all equity compensation awards granted to Executive by the Company (e.g., stock options and shares of restricted stock) shall immediately become fully vested and fully exercisable; and (vii) notwithstanding anything to the contrary contained in the BRP, Executive's "Credited Service" under the BRP shall be deemed for all purposes to be increased by an amount equal to one-twelfth of the Employee’s then-current Severance Period, and Executive's "Compensation" under the BRP for each such additional year of Credited Service shall be deemed to be an amount equal to the sum of (x) Executive's Annual Salary; plus (z) two and one-half (2.5) times Salary in effect immediately prior to the average date of the Bonus payments for termination of Executive's employment and (y) the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier greater of (A) the average annual incentive bonus payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company preceding the date that twelve (12) months of such COBRA Subsidies have been paid, the termination of Executive's employment or (B) the date target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of Executive's employment occurs. If Executive is required to pay income or other taxes on which Employee’s right any medical, long-term disability, dental or life insurance benefits provided or paid to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c)Executive pursuant to this Section 8, the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of then Employer shall be deducted from pay to Executive an amount of cash sufficient to "gross-up" such severance payments, and benefits or payments so that Executive's "net" benefits received under this coverage under Section 8 are not diminished by any such taxes that are imposed with respect to the same or Employer’s group health plan shall run concurrently 's gross-up hereunder with respect to such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAtaxes.

Termination by Employer without Cause. Employer may immediately terminate Employee’s employment without Cause. If, during the Term of this Agreement, Employee’s employment is terminated by Employer without Cause (other than due to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii)10.B, then Employee shall be entitled to receive: a. 1. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. 2. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. 3. An amount equal to twelve (y) thirty (3012) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be , payable in thirty twelve (3012) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided 4. provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c)10.B.3, the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately also terminate Employee’s employment without CauseCause upon notice to Employee. IfUpon any termination pursuant to this Section 6.2, during the Term of this Agreement, Employee’s employment is terminated by Employer without Cause (other than due to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance payment of: (a) in accordance with the covenants contained applicable law and in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer event not later than 50 three days after the Termination Datedate of termination, any accrued and unused paid “time off” in accordance with applicable law) and the expiration reimbursement of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date business expenses accrued but remains unpaid as of the Termination Datedate of termination; (b) salary at the then-current Base Salary, and without taking into account any bonus payments made pursuant to Section 5.2, for the six (6) month period following the date of termination (the “Severance Period”), payable in a lump sum within seventy (70) days after accordance with Section 5.1; provided, however, that, in the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction event of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days Employer’s termination of Employee’s employment during such applicable performance period divided by pursuant to this Section 6.2 at any time on or after the total number of days in date six (6) months following the applicable performance period. Payment of any pro-rated Bonus under this paragraph Effective Date, the Severance Period shall be made in the calendar year twelve (12) month period following the year date of termination; (c) accelerated vesting as of the date of termination of unvested, vesting stock options held by Employee as of the date of termination that otherwise would have become vested had Employee remained in which Employer’s employ throughout the services were performed, when bonuses are generally paid to similarly situated employees.Severance Period; c. An (d) an amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments monthly premium Employee would be required to pay for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under pursuant to the Consolidated Omnibus Budget - . Reconciliation Act of 1985 1985, as amended (“COBRA”) ), for Employee and Employerhis eligible dependents who were covered under the Company’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable plans as of the Termination Datedate of the termination (provided, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation solely responsible for all matters relating to provide his continuation of coverage pursuant to COBRA. , including, without limitation, his election of such coverage and his timely payment of premiums), payable in regular installments in accordance with the Company’s usual payroll practices as in effect on the date of termination (and in any event no less frequently than monthly) from the date of termination through the expiration of the Severance Period or, if earlier, until Employee further agrees shall become eligible to obtain health coverage from another employer and understands that this paragraph shall not limit such plan’s obligation to provide continuation is no longer eligible under COBRA for coverage under COBRAthe Company’s health plans; and (e) Employer’s indemnification obligations shall remain in effect in accordance with Section 8.

Termination by Employer without Cause. Employer may immediately terminate Employee’s employment without Cause. If, during the Term “cause” by providing to Employee at least fourteen (14) days prior written notice of such termination in accordance with Section 12 of this Agreement, . If Employer terminates Employee’s employment is terminated without “cause” (as defined below), in addition to payment for services provided by Employee, Employer shall continue to pay to Employee his base salary (less applicable taxes and withholdings) in effect as of the date of the delivery of written notice of termination to him, for a period of eighteen (18) months after the last day of his employment with Employer, provided that, (i) Employee has been employed by Employer without Cause for at least one (other than due 1) year from the date of execution of this Agreement by Employee and (ii) on the last day of his employment with Employer, Employee executes and delivers to death or DisabilityEmployer a Separation Agreement, Release and Covenant Not to Xxx (which is intended to Employer from any and all possible claims Employee could bring against Employer). Employer’s current form Separation Agreement, including if Release and Covenant Not To Xxx is attached to this Agreement. However, Employer declines reserves the right to renew require Employee to sign a Separation Agreement and/or Release different from the Term form attached to this Agreement, as a precondition to receiving the post-employment payments described in this Paragraph. In the event that the Separation Agreement and/or Release provided by Employer provides for a period in which Employee can revoke his acceptance of the AgreementSeparation Agreement and/or Release, then Employer will not be required to make any of the payments described in this Paragraph until the Employee’s right of revocation has expired. Further, in the event that the Separation Agreement and/or Release provides for a period in which Employee can revoke his acceptance of the Separation Agreement and/or Release and Employee invokes his right of revocation, then Employee shall will be entitled to receive the Accrued Compensationno payments under this Section. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by If Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect is entitled to the Releasepayment described above, if EmployeeEmployer will make such payments on Employer’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Datedates. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately terminate Employee’s employment without Cause. If, during the Term “cause” by providing to Employee at least thirty (30) days prior written notice of such termination in accordance with Section 12 of this Agreement, . If Employer terminates Employee’s employment is terminated by Employer without Cause “cause” (other than due to death or Disabilityas defined below), including if in addition to payment for services provided by Employee, Employer declines shall: (i) continue to renew the Term pay to Employee her base salary and (less applicable taxes and withholdings) in effect as of the Agreementdate of the delivery of written notice of termination to her, then for a period of eighteen (18) months after the last day of her employment with Employer; and (ii) reimburse Employee for the payment of the COBRA premiums she incurs to continue insurance for herself and her dependents (such reimbursement shall be entitled to receive the Accrued Compensation. In addition, subject to commence immediately upon Employee’s continuing compliance payment of the first COBRA premium after the last day of her employment and continue until the earlier of Employee and her dependents becoming insured or eighteen (18) months after the Employment Separation); provided that Employee strictly complies with the covenants restrictions contained in Paragraphs Sections 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, Employee executes and the execution by Employee of a binding general waiver and release of claims in a form acceptable delivers to Employer a Separation Agreement, Release and Covenant Not to Xxx (which is intended to protect Employer from any and all possible claims Employee could bring against Employer). Employer’s current form Separation Agreement, Release and Covenant Not To Xxx is attached to this Agreement. However, Employer reserves the “Release”) within right to require Employee to sign a Separation Agreement different from the time form attached to this Agreement, as a precondition to receiving the post-employment payments described in this Paragraph. Employer will commence making payments in accordance with the Separation Agreement, including any period specified by Employer at the time provided in which Employee can revoke her acceptance of the Termination Date (Separation Agreement. Further, in the event that the Separation Agreement provides for a period in which shall be no longer than 50 days after Employee can revoke her acceptance of the Termination Date) Separation Agreement and the expiration Employee invokes her right of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii)revocation, then Employee shall will be entitled to receive: a. Payment of the Bonus, if any, that was earned by no payments under this Section. If Employee in any fiscal year ending prior is entitled to the Termination Date but remains unpaid as of the Termination Datepayment described above, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; Employer will make such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employeepayments on Employer’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and dates in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting effect on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAtermination.

Termination by Employer without Cause. Employer may immediately terminate Employee’s employment without Cause. If, during the Term “cause” by providing to Employee at least thirty (30) days prior written notice of such termination in accordance with Section 12 of this Agreement, . If Employer terminates Employee’s employment is terminated by Employer without Cause “cause” (other than due to death or Disabilityas defined below), including if in addition to payment for services provided by Employee, Employer declines shall: (i) continue to renew the Term pay to Employee his base salary (less applicable taxes and withholdings) in effect as of the Agreementdate of the delivery of written notice of termination to him, then for a period of twelve (12) months after the last day of his employment with Employer; and (ii) reimburse Employee for the payment of the COBRA premiums he incurs to continue insurance for himself and his dependents (such reimbursement shall be entitled to receive the Accrued Compensation. In addition, subject to commence immediately upon Employee’s continuing compliance payment of the first COBRA premium after the last day of his employment and continue until the earlier of Employee and his dependents becoming insured or twelve (12) months after the Employment Separation); provided that Employee strictly complies with the covenants restrictions contained in Paragraphs Sections 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, Employee executes and the execution by Employee of a binding general waiver and release of claims in a form acceptable delivers to Employer a Separation Agreement, Release and Covenant Not to Xxx (which is intended to protect Employer from any and all possible claims Employee could bring against Employer). Employer’s current form Separation Agreement, Release and Covenant Not To Xxx is attached to this Agreement. However, Employer reserves the “Release”) within right to require Employee to sign a Separation Agreement different from the time form attached to this Agreement, as a precondition to receiving the post-employment payments described in this Paragraph. Employer will commence making payments in accordance with the Separation Agreement, including any period specified by Employer at the time provided in which Employee can revoke his acceptance of the Termination Date (Separation Agreement. Further, in the event that the Separation Agreement provides for a period in which shall be no longer than 50 days after Employee can revoke his acceptance of the Termination Date) Separation Agreement and the expiration Employee invokes his right of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii)revocation, then Employee shall will be entitled to receive: a. Payment of the Bonus, if any, that was earned by no payments under this Section. If Employee in any fiscal year ending prior is entitled to the Termination Date but remains unpaid as of the Termination Datepayment described above, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; Employer will make such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employeepayments on Employer’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and dates in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting effect on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAtermination.

Termination by Employer without Cause. Employer may immediately may, unilaterally, terminate EmployeeExecutive’s employment for any reason and without Cause. If, Cause or for no reason at all at any time during the Term of this Agreement, EmployeeEmployment upon sixty (60) days prior written notice to Executive. If Employer terminates Executive’s employment is terminated by Employer without Cause (other than due pursuant to death or Disability), including if Employer declines to renew this Section 4.4.1 then the Term of the AgreementEmployment shall thereupon end (“Date of Involuntary Termination”) and Executive shall, then Employee shall subject to Bank Regulatory Limitations as referenced in Section 4.12, only be entitled to receive the following: (a) the Accrued Compensation. In additionObligations; provided, subject however, that in addition to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time payment of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration per diem value of any applicable revocation period with respect to unused vacation days that have accrued during the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment Term of the Bonus, if any, that was earned by Employee in any fiscal year ending Employment prior to the Date of Involuntary Termination, Executive shall receive the unused, unaccrued portion of any vacation days available through the end (but not beyond) the calendar year in which the Date of Involuntary Termination occurs, (b) the Additional Benefits, (c) an aggregate amount equal to three (3) times Executive’s Highest Annual Compensation, as hereinafter defined (“Severance Payment”), which amount shall be paid within twenty (20) days following Executive’s Date but remains unpaid as of Involuntary Termination and in no event later than two and one-half (2 ½) months after the close of the taxable year of Executive in which the Date of Involuntary Termination Date, payable in a lump sum within seventy occurs, (70d) days after to have Employer pay the Termination Date. b. A pro-rated Bonusfull premiums (employer and employee portions plus applicable state and federal withholding) for Executive’s and any covered beneficiary’s coverage under COBRA health continuation benefits over the eighteen (18) month period immediately following the Date of Involuntary Termination. Notwithstanding the foregoing, if anyExecutive thereafter accepts employment with another entity that provides comparable healthcare, upon during such period, Employer shall not be obligated to provide Executive with such health continuation benefits, and (e) reimbursement for the satisfaction reasonable fees of any prea professional out-established performance objectives at placement service selected by Executive; provided, however, that only expenses incurred by Executive no later than the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar second taxable year following the year in which the services were performed, when bonuses are generally Date of Involuntary Termination occurs shall be reimbursed and such reimbursement shall be paid to similarly situated employees. c. An amount equal to (y) thirty (30) months by the end of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period taxable year following the expiration of any applicable revocation period with respect to year in which the Release, and in any event, if at all, within seventy (70) days after the Termination Dateexpense was incurred. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately also terminate Employee’s employment without CauseCause upon notice to Employee. If, during the Term Upon termination of this Agreement, Employee’s employment is terminated by Employer without Cause (other than due during the Term, all compensation and benefits to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee hereunder shall cease except that Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer payment of: Employment Agreement (the “Release”a) within the time period specified by Employer at the time of the Termination Date (which shall be no longer not later than 50 three days after the Termination Datedate of termination, any accrued but unpaid salary and unused vacation time (only as accrued during the Term as of the date of such termination and according to the laws of the Commonwealth of Massachusetts) and the expiration reimbursement of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date business expenses accrued but remains unpaid as of the Termination Date, payable in a lump sum within seventy date of termination; (70b) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to six (y) thirty (306) months of salary (based on the Employee’s then-then current Annual Salary; plus (zBase Salary and without taking into account any bonus payments made pursuant to Sections 5.2 or 5.3) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty date of termination if the date of termination is within six (306) substantially equal monthly installments commencing with months from the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Effective Date, his dependentsplus an additional month of salary for each month of continued employment beyond six (6) that exceeds months from the amount that Employee would pay for such coverage if he were an active employee Effective Date, up to a maximum of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or salary (Bthe “Severance Period”) in the form of salary continuation on a monthly basis; (c) not later than three days after the date on which Employee’s right of termination, a bonus incentive equal to continuation coverage under COBRA ends. the target bonus set forth in any Employer bonus plan applicable to Employee agrees and acknowledges in effect as of the date of termination as it applies only to targets achieved in full prior to the date of termination; (d) six (6) months of option vesting from the date of termination if the date of termination is within six (6) months from the Effective Date, plus an additional month of option vesting for each month of continued employment beyond six (6) months from the Effective Date, up to a maximum of twelve (12) months of vesting, excluding any options granted after the Effective Date that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c)vest upon the attainment of milestones or events other than the passage of time; and (e) continued participation, the amount that Employee would pay for coverage under at Employer’s cost and expense, during the Severance Period in any Employer-sponsored group health plan if he were an active employee benefit plans in which Employee was participating as of Employer shall be deducted from such severance paymentsthe date of termination, and that this coverage under Employer’s group health plan indemnification obligations shall run concurrently remain in effect in accordance with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAthe terms thereof.

Termination by Employer without Cause. Employer may immediately terminate Employee’s employment without Cause. If, during which termination shall take effect on the Term effective date (determined under Section 16 of this Agreement, ) of written notice of such termination to Employee. A termination by Employer in accordance with this Section 7.2 shall not be deemed a breach of this Agreement. Upon any termination of Employee’s employment is terminated by Employer without Cause (other than due pursuant to death or Disability)this Section 7.2, including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition(i) a lump sum cash payment, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer payable within ten (the “Release”10) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 business days after the Termination Date) and the expiration date of any applicable revocation period with respect termination of Employee’s employment, equal to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment sum of (A) any accrued but unpaid salary as of the Bonusdate of such termination, (B) any accrued but unpaid bonus due under Section 6.2 for any annual period ended prior to the date of such termination and (C) the minimum bonus under Section 6.2 for the annual period in which such termination occurs, prorated through the date of such termination; (ii) such benefits, if any, that was earned to which Employee and his dependents or beneficiaries may then be entitled as a participant under the employee benefit plans referred to in Section 6.6; (iii) immediate vesting of all of Employee’s stock options and any other equity awards based on Employer securities, such as restricted stock, restricted stock units, stock appreciation rights, performance units, etc, all of which shall remain exercisable for their full term; (iv) continuation of the life insurance premium payments and medical insurance premium payments described in Section 6.6 (unless such medical insurance premium payments have been replaced by participation in an Employer-sponsored medical benefit plan as provided herein) through the expiration of the then current Term, but in no event for a period of less than 24 months; (vi) continued participation, through the expiration of the then current Term, but in no event for a period of less than 24 months, of Employee and each of his dependents in any Employer-sponsored health plan at the benefit level in effect from time to time and with COBRA benefits commencing thereafter. In addition to the foregoing payments and continuation of benefits, Employer shall pay Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump lump-sum within seventy (70) 10 days after following the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction date of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days termination of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An an amount equal to the sum of (x) Employee’s salary as provided in Section 6.1 and (y) thirty the minimum bonus under Section 6.2 that would otherwise be payable for the period (30the “Severance Period”) months commencing on the date of the termination of Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, employment and ending on the earlier later of (A1) the date that twelve expiration of the Term and (122) months the second anniversary of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAtermination date.

Termination by Employer without Cause. Notwithstanding anything herein to the contrary, Employer may immediately terminate Employee’s 's employment without Causehereunder at any time, for any reason or no reason, on not less than fifteen (15) days' prior written notice, or with fifteen (15) days' pay in lieu of such notice. If, during In the Term event of termination pursuant to this Agreement, Employee’s employment is terminated by Employer without Cause Subsection (other than due to death or Disabilityb), including if Employer declines to renew the Term of the Agreement, then Employee shall will be entitled to Employee's continued Annual Salary and to all insurance benefits for a period of one (1) year at the rate in effect on the date of Employee's termination and to any bonus earned but not yet paid; PROVIDED, HOWEVER, that Employee's right to receive the Accrued Compensation. In addition, subject to Employee’s continuing salary continuation payments provided for in this Section 4(b) shall be (i) conditioned upon continued compliance with Employee's obligations under the covenants contained in Paragraphs 7 Confidentiality and 8 of this Non-Competition Agreement and any other similar applicable restrictive covenants with Employer or an affiliateupon Employee's, (ii) conditioned upon Employee's good faith efforts to obtain replacement employment that provided for a comparable salary, and the execution (iii) reduced by any salary payments that Employee of a binding general waiver and release of claims in a form acceptable to Employer receives from such replacement employment. If Employee is terminated under this Subsection (the “Release”b) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as first anniversary of the Termination Datedate of this Employment Agreement, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal notwithstanding anything to the number of days of Employee’s employment during such applicable performance period divided by the total number of days contrary contained herein or in the applicable performance period. Payment stock option agreements, then (x) the Employee's Options shall continue to vest as if Employee's employment hereunder had continued until the second anniversary of any pro-rated Bonus under the date of this paragraph shall be made in the calendar year following the year in which the services were performedEmployment Agreement, when bonuses are generally paid to similarly situated employees. c. An amount equal to and (y) thirty all Options and other equity based awards which have vested shall be exercisable by the Employee for their full remaining terms. If Employee is terminated under this Subsection (30b) months on or after the first anniversary of the Employee’s then-current Annual Salary; plus date of this Employment Agreement but on or prior to the third anniversary of the date of this Employment Agreement, notwithstanding anything to the contrary herein or in the applicable stock option agreement or in any other agreement, then (zx) two and one-half (2.51/2) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect unvested Employee's Options that would have vested on or prior to the Releasethird anniversary date of the Closing Date shall continue to vest as if the Employee's employment hereunder had continued until the third anniversary of this Employment Agreement, and in (y) all Options and other equity based awards which have vested shall be exercisable by the Employee for their full remaining terms. If Employee is terminated under this Subsection (b) during any eventone-year extension hereof as permitted under Section 1, if at all, within seventy then one-half (701/2) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of unvested Employee's Options that would have vested during the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months remainder of such COBRA Subsidies have been paid, or (B) one-year extension shall continue to vest as if the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), 's employment hereunder had continued through the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee remainder of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAone-year extension.

Termination by Employer without Cause. Employer may immediately terminate Employee’s employment without Cause. If, during which termination shall take effect on the Term effective date (determined under Section 16 of this Agreement, ) of written notice of such termination to Employee. A termination by Employer in accordance with this Section 7.2 shall not be deemed a breach of this Agreement. Upon any termination of Employee’s employment is terminated by Employer without Cause (other than due pursuant to death or Disability)this Section 7.2, including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition(i) a lump sum cash payment, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer payable within ten (the “Release”10) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 business days after the Termination Date) and the expiration date of any applicable revocation period with respect termination of Employee’s employment, equal to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment sum of (A) any accrued but unpaid salary as of the Bonusdate of such termination, (B) any accrued but unpaid bonus due under Section 6.2 for any annual period ended prior to the date of such termination and (C) the minimum bonus under Section 6.2 for the annual period in which such termination occurs, prorated through the date of such termination; (ii) such benefits, if any, that was earned by to which Employee and his dependents or beneficiaries may then be entitled as a participant under the employee benefit plans referred to in Section 6.6; (iii) immediate vesting of all of Employee’s stock options and any other equity awards based on Employer securities, such as restricted stock, restricted stock units, stock appreciation rights, performance units, etc, all of which shall remain exercisable for their full term; (iv) continuation of the life insurance premium payments through the expiration of the then current Term, but in no event for a period of less than 24 months; (vi) continued participation, through the expiration of the then current Term, but in no event for a period of less than 24 months, of Employee and each of his dependents in any Employer-sponsored health plan at the benefit level in effect from time to time and with COBRA benefits commencing thereafter. In addition to the foregoing payments and continuation of benefits, Employer shall pay Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump lump-sum within seventy (70) 10 days after following the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction date of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days termination of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An an amount equal to the sum of (x) Employee’s salary as provided in Section 6.1 and (y) thirty the minimum bonus under Section 6.2 that would otherwise be payable for the period (30the “Severance Period”) months commencing on the date of the termination of Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, employment and ending on the earlier later of (A1) the date that twelve expiration of the Term and (122) months the second anniversary of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAtermination date.

Termination by Employer without Cause. Employer may immediately terminate Subject to Section 5.18, in the event of a termination of this Agreement and Employee’s employment without Cause. Ifhereunder pursuant to Section 4.01(d) above, during the Term of then this Agreement, Agreement and Employee’s employment is terminated by with Employer without Cause (other than due to death shall terminate and Employer’s sole obligation under this Agreement or Disability), including if Employer declines to renew the Term of the Agreement, then Employee otherwise shall be entitled to receive (i) pay and/or provide, as applicable, the Accrued Compensation. In additionObligations, and (ii) subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer execution, delivery within twenty-one (21) days (or an affiliateforty-five days (45) for a group termination) following receipt by Employee, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time non-revocation of the Termination Date Release, (which shall be no longer than 50 days after a) pay to Employee an aggregate amount equal to the Termination DateSalary Continuation Payment (as defined below) and the expiration of any applicable revocation period with respect Prorata Bonus (collectively, the “Severance Payment”), (b) if such termination occurs prior to the Releasesecond anniversary of the Commencement Date, pay to Employee the Unpaid Retention Payment (as defined below), and (c) if Employee timely elects COBRA coverage and (1) provided Employee continues to make contributions to such continuation coverage equal to Employee’s contribution in effect immediately preceding the date of Employee’s termination of employment, Employer shall pay the remaining portion of Employee’s healthcare continuation payments under COBRA for a twelve (12)-month period following the date of Employee’s termination of employment terminates pursuant with Employer, and (2) provided that Employee’s COBRA coverage remains in effect, during the period commencing on the twelve (12)-month anniversary and ending on the eighteen (18)-month anniversary of Employee’s termination of employment with Employer, Employer shall absorb the entire cost of Employee’s health care continuation coverage under COBRA. In the event that Employee becomes eligible to obtain healthcare coverage from a new employer, Employer’s obligation to pay its portion or all, as applicable, of Employee’s healthcare continuation payments shall cease. Employee understands and acknowledges that Employee is obligated to inform Employer (or its successor) if Employee becomes eligible to obtain healthcare coverage from a new employer before the eighteen (18)-month anniversary of Employee’s termination of employment. Employer agrees that it shall deliver the Release to Employee within five (5) calendar days following the effective date of termination. As used in this Paragraph 10.A(ii)Agreement, then Employee “Unpaid Retention Payment” shall be entitled mean an amount equal to receive: a. Payment (i) the aggregate amount of the Retention Bonus, less (ii) an amount equal to the portion of the Retention Bonus previously paid to Employee, if any, that was earned by Employee in any fiscal year ending prior to . The Severance Payment and the Termination Date but remains unpaid as of the Termination Date, Unpaid Retention Payment shall be payable in a lump sum within seventy on the next regular paydate following six (706) days months after the Termination Date. b. A pro-rated Bonusdate of Employee’s termination of employment with Employer; provided, however, Employer will pay the Severance Payment and the Unpaid Retention Payment in a lump sum on the next regular paydate following the eighth (8th) day after Employee’s execution and delivery of the Release if anymaking the payment at such time will not cause Employee to incur an “additional tax” as defined in Section 409A(a)(1)(B) of the Code; provided further, upon that if Employee’s termination of employment with Employer occurs on or within 34 calendar days (or in the satisfaction case of any pre-established performance objectives at a group termination, 58 calendar days) prior to the end of the applicable bonus performance period; such payable pro-rata portion a calendar year, none of the Bonus Severance Payment or the Unpaid Retention Payment shall be determined by multiplying paid prior to the Bonus first business day of the immediately following calendar year. As used in this Section 4.02(c), the term “Salary Continuation Payment” shall mean an amount by a fraction equal to the number product of: (i) one (1); and (ii) Employee’s annualized Base Salary in effect immediately prior to the date of days termination of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employeeswith Employer. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately may, at any time, terminate Employee’s Executive's employment hereunder without Cause by delivering 30 days prior written notice of termination. If Employer terminates Executive's employment hereunder other than for Cause. If, during then, except as otherwise stated, Executive shall have no right to receive any compensation or benefit hereunder or otherwise from Employer on and after the Term date of termination of employment other than (a) earned but unpaid Base Salary then in effect; (b) earned but unused Paid Time Off through the date of termination; (c) six (6) months Base Salary then in effect, paid in accordance with Employer's scheduled payroll practices, (d) reimbursement of incurred, but unpaid business expenses pursuant to Section 6 of this Agreement, Employee’s employment is terminated by Employer without Cause ; (other than due to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims e) bonus expressly awarded for work performed in a form acceptable prior year, but yet unpaid to Employer Executive; (f) a pro rata share of bonus for the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of current year measured against any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days awarded in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performedimmediately prior year; and (g) continued health care coverage or COBRA coverage, when bonuses are generally paid at no cost to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, Executive or his dependents) that exceeds the amount that Employee would pay , under Employer's health insurance programs for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months immediately following termination after which time the cost of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation continued health coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted Executive's sole and exclusive responsibility; provided, however, that if Executive becomes eligible for health and insurance coverage from such severance paymentsa new employer, and that this coverage under then Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage 's COBRA obligations pursuant to COBRAthis clause 15 shall immediately cease. Employee further agrees The payments and understands that benefits to be provided pursuant to this paragraph Section 15 upon termination of Executive's employment shall not limit constitute the exclusive payments in the nature of severance, termination pay or salary continuation which shall be due to Executive and shall be in lieu of any other such payments or benefits under any plan’s obligation to provide continuation coverage under COBRA, program, policy or arrangement which has heretofore been or shall hereafter be established by Employer.

Termination by Employer without Cause. This Agreement may be terminated by the Employer may immediately terminate Employee’s employment at any time, without Cause. IfEmployer, during may, but is not required to provide 30 days’ prior written notice from the Term of this Agreement, EmployeeEmployer to the Executive. If the Executive’s employment is terminated by the Employer without Cause (for any reason other than due to death for Cause, Disability or Disability)Death, including or if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with is terminated by the Employer for what the Employer believes is Cause, Disability or an affiliateDeath, and the execution by Employee of it is ultimately determined that Cause did not exist or that Executive had not suffered a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the ReleaseDisability or Death, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee Executive shall be entitled to receive: a. Payment : (i) all Base Salary earned but not yet paid; (ii) reimbursement of the Bonus, if any, that was earned all unpaid business expenses incurred in accordance with this Agreement by Employee in any fiscal year ending Executive prior to the Termination Date but remains unpaid as effective date of the Termination Date, payable termination of Executive’s employment; (iii) all other benefits accrued and currently vested through the date of such termination in accordance with the applicable plans and programs of the Company; and (iv) as full damages for such a lump sum within seventy termination: the receipt of Base Salary for (70a) days after the Termination Date. b. A pro-rated Bonus, four (4) months if any, upon the satisfaction of any pre-established performance objectives at Executive is terminated under this subsection 5.2(d) prior to the end of the applicable bonus performance period; such payable pro-rata Initial Term or during the first Renewal Term, or (b) six (6) months if Executive is terminated after the end of the First Renewal Term (the period of time specified in this subsection 5.2 (d) is referred to herein as the “Severance Period”). No further damages can be assessed. During the Severance Period, the Employer shall also continue paying its normal portion of Executive’s medical, dental and health insurance premiums pursuant to any premiums that were in place prior to termination. During the Bonus shall be determined by multiplying Severance Period, the Bonus amount by a fraction equal Employer will also continue Executive’s medical insurance, life insurance and disability coverage pursuant to the number of days of Employee’s employment during such applicable performance period divided by the total number of days any premiums that were in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performedplace prior to termination, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Releaseand, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is permitted under applicable policies, and remains eligible forwill pay Executive any fringe benefits which have accrued prior to the date of termination. By way of clarification, continuation coverage under except to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for extent such continued coverage of Employee (and, if applicable amounts have been accrued or earned as of the Termination Datedate of termination, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph Executive shall not limit such planbe entitled to any bonus payout under any Employer plan or program, including, without limitation, any bonus plan of which Executive is a participant, in the event Executive’s obligation to provide continuation coverage under COBRAemployment is terminated by the Employer.

Termination by Employer without Cause. Employer may immediately terminate Employee’s employment without Cause. If, during the Term of this Agreement, Employee’s employment is terminated by Employer without Cause (other than due to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii)10.B, then Employee shall be entitled to receive: a. Payment 1. payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A 2. a pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An 3. an amount equal to twelve (y) thirty (3012) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be , payable in thirty twelve (3012) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided 4. provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c)10.B.3, the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. (i) Employer may immediately terminate Employee’s 's employment at any time, without Cause (as defined below). (ii) If Employer terminates Employee's employment without Cause. If, during : (A) Employee will receive all earned Base Salary through the Term last day of this Agreement, Employee’s 's employment is terminated by term including all mutually agreed extensions pursuant to Section 2 with Employer without Cause (other than due to death or Disabilityas well as reimbursement of expenses incurred through the last day of Employee's employment), including if Employer declines to renew ; (B) Employee's medical/hospitalization insurance will be continued for the Term remaining term of the Agreement, then including all mutually agreed extensions pursuant to Section 2. (C) The Noncompetition and Nonsolicitation Period under Section 8 will end six months after the last day of Employee's employment with Employer. However, Employee shall can be entitled released from his obligations under this subsection on mutual agreement of Employee and Employer. (D) Employer will continue Employee's normal pay for the remaining term of the Agreement, including all mutually agreed extensions pursuant to Section 2. (E) Employee will also receive a payment equal to 50% of the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution bonus received by Employee for the year preceding his termination under this section. (F) If Employee should be working somewhere else, then Employer does not have to pay Employee any longer. Irrespective of a binding general waiver other clauses in this Agreement, the Non-Compete will be in effect as long as Employer pays Employee. Employer and release of claims in a form acceptable to Employer (the “Release”) Employee can mutually agree that Employee can look for other employment within the time period specified by defined area. (G) If Employee should be permitted to look for and subsequently find other employment, then Employer at has the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect option to the Release, if Employee’s employment terminates pursuant either continue to pay Employee or release Employee to this Paragraph 10.A(ii), then other employer with no further pay from Employer to Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect day Employee commences to the Release, and in any event, if at all, within seventy (70) days after the Termination Datework for this other employer. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately terminate Employee’s employment without Cause. If, during The Executive shall receive the Term of severance benefits set forth in this Agreement, Employee’s section in the event the Executive's employment is terminated by Employer AOL-LA without Cause "Cause" (other than due as hereinafter defined). If such termination occurs prior to death or Disability)February 26, including 2001, during the thirty six month period following such termination, the Executive will continue to receive his base salary, payable at the same time and in the same manner as if Employer declines to renew the Term of the Agreement, then Employee Executive's employment had continued and he shall be entitled to receive the Accrued Compensationeligible for COBRA coverage. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of Executive shall receive a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus target bonus for the fiscal year during which termination occurs, payable following the end of such fiscal year. If such termination occurs on or after February 26, 2001, the Executive will receive his salary and COBRA coverage for a period of twenty-four months after such termination. The Executive shall be determined by multiplying also receive a pro-rata portion of the Bonus amount by a fraction equal target bonus for the fiscal year during which termination occurs, payable following the end of such fiscal year. In addition, the Executive will continue to the number of days of Employee’s vest with respect to previously granted stock options as if his employment had continued during such applicable performance period divided severance payment period. Any such severance benefits will be reduced by the total number amount of days in income earned by the applicable performance Executive during such severance payment period. Payment of any pro-rated Bonus under this paragraph "Cause" shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months mean either of the Employee’s thenfollowing circumstances: (i) the Executive's willful and material violation of AOL-current Annual SalaryLA's company policy, which violation is not cured by the Executive within thirty days after he is provided with written notice of such violation by the board of directors of AOL-LA (the "Board"); plus (zii) two and one-half (2.5) times the average Executive's failure to comply with the lawful direction of the Bonus Board; (iii) the commission by the Executive of a material act of dishonesty or fraud; or (iv) the Executive's conviction or plea of no contest to a felony. Termination for Cause. The Executive will receive no payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect AOL-LA other than amounts accrued and owing to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable him as of the Termination Datetermination date. All unexercised stock options, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”)whether vested or unvested, starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, shall immediately lapse and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAbecome void.

Termination by Employer without Cause. Employer may immediately terminate Employee’s employment without Cause. If, during which termination shall take effect on the Term effective date (determined under Section 15 of this Agreement, ) of written notice of such termination to Employee. A termination by Employer in accordance with this Section 6.2 shall not be deemed a breach of this Agreement. Upon any termination of Employee’s employment is terminated by Employer without Cause (other than due pursuant to death or Disability)this Section 6.2, including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition(i) a lump sum cash payment, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer payable within ten (the “Release”10) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 business days after the Termination Datedate of termination of Employee’s employment, equal to the sum of (A) any accrued but unpaid salary as of the date of such termination, (B) any accrued but unpaid bonus due under Section 5.2 for any annual period ended prior to the date of such termination and (C) the minimum bonus under Section 5.2 for the annual period in which such termination occurs, prorated through the date of such termination; (ii) continued payment of Employee’s salary as provided in Section 5.1 and the expiration minimum bonus under Section 5.2 during the period commencing on the date of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of termination and continuing through the BonusExpiration Date; (iii) such benefits, if any, that was earned by to which Employee and his dependents or beneficiaries may then be entitled as a participant under the employee benefit plans referred to in Section 5.6; (iv) immediate vesting of all of Employee’s stock options and any other equity awards based on Employer securities, such as restricted stock, restricted stock units, stock appreciation rights, performance units, etc, all of which shall remain exercisable for their full term; (v) continuation of the life insurance premium payments through the expiration of the then current Term, but in no event for a period of less than 24 months; (vi) continued participation, through the expiration of the then current Term, but in no event for a period of less than 24 months, of Employee and each of his dependents in any Employer-sponsored health plan at the benefit level in effect from time to time and with COBRA benefits commencing thereafter. In addition to the foregoing payments and continuation of benefits, Employer shall pay Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump lump-sum within seventy (70) 10 days after following the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction date of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days termination of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An an amount equal to the sum of (x) Employee’s salary as provided in Section 5.1 and (y) thirty (30) months the minimum bonus under Section 5.2 that would otherwise be payable for the period commencing on the date of the termination of Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, employment and ending on the earlier of (A) the date that twelve (12) months third anniversary of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAtermination date.

Termination by Employer without Cause. Employer may immediately terminate In the event of a termination of this Agreement and Employee’s employment without Cause. Ifhereunder pursuant to Section 4.01(D) above, during the Term of then this Agreement, Agreement and Employee’s employment is terminated by with Employer without Cause (other than due to death shall terminate and Employer’s sole obligation under this Agreement or Disability), including if Employer declines to renew the Term of the Agreement, then Employee otherwise shall be entitled to receive (i) pay and/or provide, as applicable, the Accrued Compensation. In additionObligations, (ii) subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliateexecution, delivery, and non-revocation of the execution by Release, (a) pay to Employee an aggregate amount equal to the Salary Continuation Payment (as defined below) and the Prorata Bonus (collectively, the “Severance Payment”), and (b) if Employee timely elects COBRA coverage and (1) provided Employee continues to make contributions to such continuation coverage equal to Employee’s contribution in effect immediately preceding the date of Employee’s termination of employment, Employer shall pay the remaining portion of Employee’s healthcare continuation payments under COBRA for a binding general waiver twelve (12)-month period following the date of Employee’s termination of employment with Employer, and release (2) provided that Employee’s COBRA coverage remains in effect, during the period commencing on the twelve (12)-month anniversary and ending on the eighteen (18)-month anniversary of claims in Employee’s termination of employment with Employer, Employer shall absorb the entire cost of Employee’s health care continuation coverage under COBRA. In the event that Employee becomes eligible to obtain healthcare coverage from a form acceptable new employer, Employer’s obligation to pay its portion or all, as applicable, of Employee’s healthcare continuation payments shall cease. Employee understands and acknowledges that Employee is obligated to inform Employer (or its successor) if Employee becomes eligible to obtain healthcare coverage from a new employer before the “Release”) within the time period specified by Employer at the time eighteen (18)-month anniversary of the Termination Date (which Employee’s termination of employment. The Severance Payment shall be no longer than 50 payable in equal installments over a twelve (12)-month period in accordance with Employer’s customary payroll practices, commencing on the next regular paydate following 180 days after the Termination Datedate of Employee’s termination of employment with Employer; provided, however, Employer will commence installment payments of the Severance Payment on the next regular paydate following the eighth (8th) day after Employee’s execution and delivery of the expiration Release if commencement of any payment at such time will not violate the applicable revocation period with respect requirements of Section 409(A) of the Code. As used in this Section 4.02(C), the term “Salary Continuation Payment” shall mean an amount equal to the Release, if product of: (i) one (1); and (ii) Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee annualized Base Salary in any fiscal year ending effect immediately prior to the Termination Date but remains unpaid as date of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days termination of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employeeswith Employer. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Effective as of the Effective Time, upon the termination of Employee's employment by Employer may immediately terminate Employee’s employment without Cause. If, during the Term (which for purposes of this Agreement, Employee’s employment is terminated by Employer without Section 3 shall include Buyer and any successor or affiliate of Buyer or Employer) for any reason other than for Cause (other than due to death or Disabilityas defined below), including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive a severance payment from Employer in an amount determined in accordance with this Agreement ("Severance Payment"). (i) If Employee's termination for any reason other than Cause (as defined below) occurs during the Accrued Compensationone-year period commencing on the Effective Date, the Severance Payment shall be equal to Employee's Annual Base Salary. In additionthis circumstance, subject Employer shall pay the Severance Payment to Employee’s continuing compliance with Employee in equal monthly installments over a twelve-month period beginning on the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time last day of the Termination Date first full month following the date of any such termination. (which shall be no longer ii) If Employee's termination for any reason other than 50 days Cause (as defined below) occurs at any time after the Termination Date) and the expiration of any applicable revocation the one-year period with respect commencing on the Effective Date, the Severance Payment shall be equal to the Releasegreater of (i) one-half of Employee's Annual Base Salary or (ii) the severance available to Employee under a severance policy of Employer applicable to its executive officers then in effect, if Employee’s employment terminates any. If Employee is entitled pursuant to this Paragraph 10.A(ii), then Employee shall be entitled Section 3.1(ii) to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times of Employee's Annual Base Salary, then Employer shall pay the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable Severance Payment to Employee, in thirty (30) substantially equal monthly installments commencing with over a six-month period beginning on the last day of the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day full month following the date on which of any such termination. If Employee’s coverage , however, is entitled pursuant to this Section 3.1(ii) to a severance under that plan as an active employee a severance policy of Employer endsEmployer, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of then Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently pay the Severance Payment to Employee in accordance with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRApolicy.

Termination by Employer without Cause. Employer may immediately may, at any time, terminate Employee’s Executive's employment without Cause. If, during the Term of this Agreement, Employee’s employment is terminated by Employer hereunder without Cause (by delivering 30 days prior written notice of termination. If Employer terminates Executive's employment hereunder other than due to death or Disability)for Cause, including if Employer declines to renew the Term of the Agreementthen, then Employee except as otherwise stated, Executive shall be entitled have no right to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 any compensation or benefit hereunder or otherwise from Employer on and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Datedate of termination of employment other than (a) and earned but unpaid Base Salary then in effect; (b) earned but unused Paid Time Off through the expiration date of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy termination; (70c) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years months Base Salary then in effect, paid in accordance with Employer's scheduled payroll practices, (d) reimbursement of incurred, but unpaid business expenses pursuant to Section 6 of this Agreement; (e) bonus expressly awarded for work performed in a prior year, but yet unpaid to Executive; (f) a pro rata share of bonus for the current year measured against any bonus awarded in the immediately prior year; and (g) continued health care coverage or COBRA coverage, at no cost to Executive or his dependents, under Employer's health insurance programs for six (6) months immediately following termination after which time the cost of continued health coverage shall be Executive's sole and exclusive responsibility; provided, however, that if Executive becomes eligible for health and insurance coverage from a new employer, then Employer's COBRA obligations pursuant to this clause 15 shall immediately cease. The payments and benefits to be provided pursuant to this Section 15 upon termination of Executive's employment shall constitute the Termination Date. This amount will exclusive payments in the nature of severance, termination pay or salary continuation which shall be payable due to Executive and shall be in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration lieu of any applicable revocation period with respect to the Release, and in other such payments or benefits under any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (andprogram, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on policy or arrangement which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have has heretofore been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered shall hereafter be established by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately terminate Subject to Section 5.18, in the event of a termination of this Agreement and Employee’s employment hereunder without Cause. IfCause pursuant to Section 4.01(d) above following the first anniversary of the Commencement Date, during the Term of then this Agreement, Agreement and Employee’s employment is terminated by with Employer without Cause (other than due to death shall terminate and Employer’s sole obligation under this Agreement or Disability), including if Employer declines to renew the Term of the Agreement, then Employee otherwise shall be entitled to receive (i) pay and/or provide, as applicable, the Accrued Compensation. In additionObligations, and (ii) subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer execution, delivery within twenty-one (21) days (or an affiliateforty-five days (45) for a group termination) following receipt by Employee, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time non-revocation of the Termination Date Release, (which shall be no longer than 50 days after a) pay to Employee an aggregate amount equal to the Termination DateSalary Continuation Payment (as defined below) and the expiration of any applicable revocation period with respect Prorata Bonus (collectively, the “Severance Payment”), and (b) if Employee timely elects COBRA coverage and (1) provided Employee continues to the Release, if make contributions to such continuation coverage equal to Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of contribution in effect immediately preceding the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days date of Employee’s termination of employment during such applicable performance period divided by with Employer, Employer shall pay the total number remaining portion of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus healthcare continuation payments under COBRA for a twelve (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll 12)-month period following the expiration date of any applicable revocation period Employee’s termination of employment with respect to the ReleaseEmployer, and (2) provided that Employee’s COBRA coverage remains in any eventeffect, if at all, within seventy (70) days after during the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting period commencing on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, twelve (12)-month anniversary and ending on the earlier eighteen (18)-month anniversary of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to termination of employment, Employer shall absorb the entire cost of Employee’s health care continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.under

Termination by Employer without Cause. Employer may immediately terminate In the event of a termination of this Agreement and Employee’s employment without Cause. Ifhereunder pursuant to Section 4.01(D) above, during the Term of then this Agreement, Agreement and Employee’s employment is terminated by with Employer without Cause (other than due to death shall terminate and Employer’s sole obligation under this Agreement or Disability), including if Employer declines to renew the Term of the Agreement, then Employee otherwise shall be entitled to receive (i) pay and/or provide, as applicable, the Accrued Compensation. In additionObligations, (ii) subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliateexecution, delivery, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time non-revocation of the Termination Date Release, (which shall be no longer than 50 days after a) pay to Employee an aggregate amount equal to the Termination DateSalary Continuation Payment (as defined below) and the expiration of any applicable revocation period Prorata Bonus (collectively, the “Severance Payment”), (b) with respect to the Release, if Employee’s employment terminates pursuant stock options granted to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Commencement Date, payable such options will continue to vest in a lump sum within seventy (70) days after accordance with the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days vesting schedule set forth in the applicable performance period. Payment Stock Option Agreement between Employee and Employer for a period of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months following the termination of such COBRA Subsidies Employee’s employment with Employer and Employee will have been paiduntil the earlier of (1) the 10 year anniversary of the date of grant, or (B2) the date on which 12-month anniversary of the termination of Employee’s right employment, to continuation coverage under COBRA ends. exercise such options (to the extent vested), (c) with respect to stock options granted to Employee agrees on or after the Commencement Date, Employee shall have until the earlier of (1) the 10 year anniversary of the date of grant, or (2) one day less than the 3 month anniversary of the date of Employee’s termination of employment, to exercise such number of options as would have become exercisable had Employee continued to be employed by Employer for a period of 12-months following the date of Employee’s termination of employment with Employer, (d) with respect to only the restricted stock award covering 50,000 shares of Employer’s common stock granted to Employee pursuant to the restricted stock award agreement dated July 20, 2005 between Employee and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(cEmployer (the “7/20/05 RSA Agreement”), the amount restrictions on the Restricted Stock (as defined in the 7/20/05 RSA Agreement) that would have otherwise lapsed had Employee would pay continued to be employed by Employer for coverage under Employera period of 12-months following the date of Employee’s group health plan if he were an active employee termination of employment with Employer shall be deducted from such severance paymentsdeemed to have lapsed on the date of termination, and that this (e) if Employee timely elects COBRA coverage under Employer’s group health plan shall run concurrently with and (1) provided Employee continues to make contributions to such plan’s obligation to provide continuation coverage pursuant equal to COBRA. Employee further agrees Employee’s contribution in effect immediately preceding the date of Employee’s termination of employment with Employer, Employer shall pay the remaining portion of Employee’s healthcare continuation payments under COBRA for a twelve (12)-month period following the date of Employee’s termination of employment with Employer, and understands (2) provided that this paragraph Employee’s COBRA coverage remains in effect, during the period commencing on the twelve (12)-month anniversary and ending on the eighteen (18)-month anniversary of Employee’s termination of employment, Employer shall not limit such planabsorb the entire cost of Employee’s obligation to provide health care continuation coverage under COBRA. In the event that Employee becomes eligible to obtain healthcare coverage from a new employer, Employer’s obligation to pay its portion or all, as applicable, of Employee’s healthcare continuation payments shall cease. Employee understands and acknowledges that Employee is obligated to inform Employer (or its successor) if Employee becomes eligible to obtain healthcare coverage from a new employer before the eighteen (18)-month anniversary of Employee’s termination of employment. The Severance Payment shall be payable in equal installments over a twelve (12)-month period in accordance with Employer’s customary payroll practices, commencing on the next regular paydate following 180 days after the date of Employee’s termination of employment with Employer; provided, however, Employer will commence installment payments of the Severance Payment on the next regular paydate following the eighth (8th) day after Employee’s execution and delivery of the Release if commencement of payment at such time will not violate the applicable requirements of Section 409(A) of the Code. As used in this Section 4.02(C), the term “Salary Continuation Payment” shall mean an amount equal to the product of: (i) one (1); and (ii) Employee’s annualized Base Salary in effect immediately prior to the date of termination of Employee’s employment with Employer.

Termination by Employer without Cause. Employer may immediately at any time terminate Employee’s employment without Cause. IfIn such event, the Base Salary will continue to be paid through such the date of termination, and any amounts owed for Reimbursable Expenses that Employee incurs through such date and any previously awarded but unpaid bonus will be paid to Employee promptly following termination. In addition, Employer will also continue to pay Employee, as severance, the Base Salary in effect at the time of such termination for the remainder of the Employment Term in monthly installments; provided, however, that if Employee is determined on the date of termination to be a “specified employee” for purposes of Section 409A of the Internal Revenue Code, then such monthly payments of Base Salary for the remainder of the Employment Term will not commence until the earlier of: (i) the first day of the seventh month after the month the Employee was terminated; or (ii) the Employee’s death; and such monthly payments will then continue for an additional six months following the end of the Employment Term. All restrictions on any restricted stock grants issued to Employee hereunder shall lapse. Employer shall provide, at its expense, life and health insurance coverage to Employee for the remainder of the Employment Term; provided, however, that if Employee is determined on the date of termination to be a “specified employee” for purposes of Section 409A of the Internal Revenue Code, then such continuation of life and health insurance coverage will be limited to the period during which the Term Employee would be entitled, but for the terms of this Agreement, Employee’s employment is terminated by Employer without Cause (other than due to death or Disability), including if Employer declines to renew the Term continuation of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“federal law knows as COBRA”) and Employer’s group health plan. All other Benefits will, payment of that part of the COBRA premiums for such continued coverage of Employee (andunless otherwise expressly set forth on Exhibit A, if otherwise provided by Employer policy applicable as of the Termination Dateto its employees generally or otherwise required by Law, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting terminate on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAtermination.

Termination by Employer without Cause. Employer may immediately terminate Effective on and as of the Effective Date, upon the termination of Employee’s employment without Cause. If, during the Term of this Agreement, Employee’s employment is terminated by Employer without for any reason other than for Cause (other than due to death or Disabilityas defined below), including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance a severance payment from Employer in an amount determined in accordance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “ReleaseSeverance Payment”). (a) within If Employee’s termination for any reason other than Cause (as defined below) occurs during the time one year period specified by Employer at commencing on the time Effective Date, the Severance Payment shall be equal to twelve times the greater of (i) Employee’s then-current monthly base salary (defined as the monthly wages paid to Employee before withholdings and deductions) or (ii) Employee’s monthly base salary as of the Termination Date (which Effective Date. In this circumstance, Employer shall be no longer than 50 pay the Severance Payment to Employee in equal installments in accordance with its then existing payroll policy over a twelve month period beginning on the next regular payroll date that is at least fifteen days after the Termination Datedate of any such termination. (b) and If Employee’s termination for any reason other than Cause (as defined below) occurs at any time after the expiration of any applicable revocation the one year period with respect commencing on the Effective Date, the Severance Payment shall be equal to the Release, if greater of (i) three times Employee’s employment terminates pursuant then current monthly base salary (defined as the monthly wages paid to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, before withholdings and deductions) payable in a lump sum within seventy on the last day of the first full month following the date of any such termination, or (70ii) days after the Termination Date. b. A pro-rated Bonusseverance available to Employee under a severance policy of Employer applicable to its employees then in effect, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently accordance with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRApolicy.

Termination by Employer without Cause. Employer may immediately also terminate Employee’s 's employment without Cause upon notice to Employee. Upon termination of Employee's employment by Employer without Cause. If, all compensation and benefits to Employee hereunder shall cease and Employee shall be entitled to (a) payment of (1) any accrued but unpaid salary and unused vacation as provided in Sections 5.1 and 5.5 as of the date of such termination, which shall be due and payable upon the effective date of such termination, and (2) an amount, which shall be due and payable within ten days following the effective date of such termination, equal to the salary that would otherwise be payable as provided in Section 5.1 for the period (the "Severance Period") commencing on the date of termination of Employee's employment and ending on the six-month anniversary of such date, and (b) continued participation, at Employer's cost and expense, during the Term Severance Period in any Employer-sponsored group benefit plans in which Employee was participating as of this Agreementthe date of termination. Notwithstanding anything to the contrary set forth in Section 5.3, in the event Employee’s 's employment is terminated by Employer without Cause (other than due Cause, the Option and Additional Option shall thereupon vest and become immediately exercisable as to death or Disability), including if Employer declines to renew the Term 1/6th of the shares covered thereby which have not already vested in accordance with the respective terms of the Option and the Additional Option. If, for example, Employer were to terminate Employee's employment without Cause at any time prior to the first annual anniversary of the date of this Agreement, then Employee shall be entitled the Option would thereupon become vested and immediately exercisable as to receive 23,333 shares of CytRx common stock covered thereby (assuming the Accrued CompensationOption is for 140,000 shares originally) and the Additional Option would thereupon become vested and immediately exercisable as to 43,334 shares of CytRx common stock covered therby. In addition, subject to the event Employer substantially modifies Employee’s continuing compliance with the covenants contained 's responsibilities or reduces Employee's compensation in Paragraphs 7 and 8 breach of this Agreement and any other similar applicable restrictive covenants with Employer Agreement, or an affiliateotherwise breaches this Agreement, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified may, unless such breach is cured by Employer at the time of the Termination Date (within ten days after written notice from Employee, terminate this Agreement, which shall be no longer than 50 days after the Termination Date) deemed to be a termination without Cause. In this regard, however, Employee acknowledges and the expiration of any applicable revocation period with respect to the Releaseagrees that, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performedevent Employer hires a Chief Executive Officer, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount 's obligations hereunder will be payable changed as contemplated in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, Section 2 and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph change shall not limit such plan’s obligation be deemed to provide continuation coverage under COBRAbe a breach of this Agreement.

Termination by Employer without Cause. Employer may terminate Executive's employment hereunder at any time without Cause by written notice to Executive, in which event: (i) Employer shall continue to pay Executive his Annual Salary, as in effect on the date of the termination of Executive's employment, for a period of months equal to the Severance Period (the term "Severance Period," as used herein, shall mean the lesser of 36 or the number of months in the period from the date of the termination of Executive's employment hereunder to the date Executive attains the age 65); (ii) Employer shall pay to Executive, in equal installments over a period of months equal to the Severance Period, an amount equal to one-twelfth of the Severance Period multiplied by the greater of (x) the average annual incentive payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company prior to the date of the termination of Executive's employment or (y) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of Executive's employment occurs; (iii) Employer shall provide to Executive and his eligible dependents medical, long-term disability, dental and life insurance coverage, to the extent such coverage was in effect immediately terminate Employee’s prior to such termination, until the earlier to occur of the third anniversary of the date of termination or the date Executive attains the age 65; provided, however, that in the event that medical, long-term disability, dental and life insurance benefits cannot be provided under appropriate group insurance policies of Employer, an amount equal to the premium necessary for Executive to purchase directly the same level of coverage in effect immediately prior to the termination of employment without Cause. Ifshall be added to Employer's payments to Executive pursuant to this Section 8. (iv) Employer shall continue to provide to Executive the benefits described under Sections 3(d) and 3(e) hereof until the earlier to occur of the third anniversary of the date of termination or the date Executive attains the age 65; and (v) Employer shall contribute to Executive's account under the Company's defined contribution retirement plans (currently, the Company's Salary Savings Plan and ERISA Excess Profit Sharing and Lost Match Plan) an amount of cash equal to the amount that Employer would have contributed to such plans (including both profit-sharing contributions and Company matching contributions in respect of Executive's contributions to the plan) had Executive continued to be employed by Employer for a number of months equal to the Severance Period, at an annual compensation equal to the sum of Executive's Annual Salary immediately prior to the termination of Executive's employment and the greater of (x) the average annual incentive bonus earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company prior to the date of the termination of Executive's employment or (y) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of Executive's employment occurs (and assuming for this purpose that Executive made the maximum permissible contributions to such plans during such period), such contributions being deemed to be made immediately prior to the Term termination of this AgreementExecutive's employment; (vi) all equity compensation awards granted to Executive by the Company (e.g., Employee’s stock options and shares of restricted stock) shall immediately become fully vested and fully exercisable; (vii) notwithstanding anything to the contrary contained in the BRP, Executive's "Credited Service" under the BRP shall be deemed for all purposes to be increased by an amount equal to one-twelfth of the Severance Period, and Executive's "Compensation" under the BRP for each such additional year of Credited Service shall be deemed to be an amount equal to the sum of (x) Executive's Annual Salary in effect immediately prior to the date of the termination of Executive's employment and (y) the greater of (A) the average annual incentive bonus payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company preceding the date of the termination of Executive's employment or (B) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of Executive's employment occurs; and (viii) in the event Executive's employment is terminated by Employer without Cause prior to Executive's Early Retirement Date (other than due to death or Disabilityas defined in the BRP), including if Employer declines to renew the Term then notwithstanding Section 8.01 of the AgreementBRP or any other provision of the BRP, then Employee Executive shall be entitled to receive benefits under the Accrued Compensation. In additionBRP commencing on the date Executive attains age 55, subject to Employee’s continuing compliance with the covenants contained amount of such benefits determined in Paragraphs 7 and 8 accordance with the early retirement provisions of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time Appendix A of the Termination Date (which BRP. If Executive is required to pay income or other taxes on any medical, long-term disability, dental or life insurance benefits provided or paid to Executive pursuant to this Section 8, then Employer shall be no longer than 50 days after the Termination Date) and the expiration pay to Executive an amount of cash sufficient to "gross-up" such benefits or payments so that Executive's "net" benefits received under this Section 8 are not diminished by any applicable revocation period such taxes that are imposed with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A prosame or Employer's gross-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period up hereunder with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Datesuch taxes. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately terminate Employee’s employment without Cause. If, during the Term of this Agreement, Employee’s employment is terminated by Employer without Cause (other than due to death or Disability), including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii)10.B, then Employee shall be entitled to receive: a. 1. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. 2. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-pro- rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. 3. An amount equal to twelve (y) thirty (3012) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be , payable in thirty twelve (3012) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. 4. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day 15241890v1 following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c)10.B.3, the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately terminate Employee’s 's employment without Cause. If, during which termination shall take effect on the Term effective date (determined under Section 16 of this Agreement, ) of written notice of such termination to Employee’s . A termination by Employer in accordance with this Section 7.2 shall not be deemed a breach of this Agreement. Upon any termination of Employee's employment is terminated by Employer without Cause (other than due pursuant to death or Disability)this Section 7.2, including if Employer declines to renew the Term of the Agreement, then Employee shall be entitled to receive the Accrued Compensation. In addition(i) a lump sum cash payment, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer payable within ten (the “Release”10) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 business days after the Termination Date) and the expiration date of any applicable revocation period with respect termination of Employee's employment, equal to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment sum of (A) any accrued but unpaid salary as of the Bonusdate of such termination, (B) any accrued but unpaid bonus due under Section 6.2 for any annual period ended prior to the date of such termination and (C) the minimum bonus under Section 6.2 for the annual period in which such termination occurs, prorated through the date of such termination; (ii) such benefits, if any, that was earned to which Employee and his dependents or beneficiaries may then be entitled as a participant under the employee benefit plans referred to in Section 6.6; (iii) immediate vesting of all of Employee's stock options and any other equity awards based on Employer securities, such as restricted stock, restricted stock units, stock appreciation rights, performance units, etc, all of which shall remain exercisable for their full term; (iv) continuation of the life insurance premium payments and medical insurance premium payments described in Section 6.6 (unless such medical insurance premium payments have been replaced by participation in an Employer-sponsored medical benefit plan as provided herein) through the expiration of the then current Term, but in no event for a period of less than 24 months; (vi) continued participation, through the expiration of the then current Term, but in no event for a period of less than 24 months, of Employee and each of his dependents in any Employer-sponsored health plan at the benefit level in effect from time to time and with COBRA benefits commencing thereafter. In addition to the foregoing payments and continuation of benefits, Employer shall pay Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump lump-sum within seventy (70) 10 days after following the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction date of any pre-established performance objectives at the end termination of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus Employee's employment an amount by a fraction equal to the number sum of days of (x) Employee’s employment during such applicable performance period divided by the total number of days 's salary as provided in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to Section 6.1 and (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments minimum bonus under Section 6.2 that would otherwise be payable for the immediately three period (3the "Severance Period") previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which of termination of Employee’s coverage under that plan as an active employee of Employer ends, 's employment and ending on the earlier later of (A1) the date that twelve expiration of the Term and (122) months the second anniversary of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAtermination date.

Termination by Employer without Cause. Employer may immediately may, unilaterally, terminate EmployeeExecutive’s employment for any reason and without Cause. If, Cause or for no reason at all at any time during the Term of this Agreement, EmployeeEmployment upon sixty (60) days prior written notice to Executive. If Employer terminates Executive’s employment is terminated by Employer without Cause (other than due pursuant to death or Disability)this Section 4.5.1, including if Employer declines to renew then the Term of the AgreementEmployment shall thereupon end (“Date of Involuntary Termination”) and Executive shall, then Employee shall subject to Bank Regulatory Limitations as referenced in Section 4.14, only be entitled to receive the following: (a) the Accrued Compensation. In additionObligations; provided, subject however, that in addition to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time payment of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration per diem value of any applicable revocation period with respect to unused vacation days that have accrued during the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment Term of the Bonus, if any, that was earned by Employee in any fiscal year ending Employment prior to the Date of Involuntary Termination, Executive shall receive the unused, unaccrued portion of any vacation days available through the end (but not beyond) the calendar year in which the Date of Involuntary Termination Date but remains unpaid occurs, (b) the Additional Benefits, (c) an aggregate amount equal to two times Executive’s Highest Annual Compensation, as hereinafter defined (“Severance Payment”), such amount shall be paid no later than two and one-half (2 ½) months after the close of the taxable year of Executive or Employer in which the Date of Involuntary Termination Date, payable in a lump sum within seventy occurs, (70d) days after to have Employer pay the Termination Date. b. A pro-rated Bonusfull premiums (employer and employee portions) for Executive’s and any covered beneficiary’s coverage under COBRA health continuation benefits over the eighteen (18) month period immediately following the date of termination. Notwithstanding the foregoing, if anyExecutive accepts post-employment with another entity that provides comparable healthcare, upon during such period, Employer shall not provide Executive with such health continuation benefits, and (e) reimbursement for the satisfaction reasonable fees of any prea professional out-established performance objectives at placement service selected by Executive; provided, however, that only expenses incurred by Executive no later than the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar second taxable year following the year in which the services were performed, when bonuses are generally Date of Involuntary Termination occurs shall be reimbursed and such reimbursement shall be paid to similarly situated employees. c. An amount equal to (y) thirty (30) months by the end of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period third taxable year following the expiration year in which the Date of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Involuntary Termination Dateoccurs. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. Employer may immediately terminate Employee’s 's employment under this Agreement without Cause at any time upon thirty days' prior written notice to Employee. Non-renewal of this Agreement by Employer under paragraph 2 of this Agreement shall be deemed a termination without Cause. If, during In the Term event of this Agreement, Employee’s employment is terminated a termination by Employer without Cause (other than due Cause, Employer shall pay to death or Disability), including if Employer declines to renew the Term Employee within 30 days of the Agreementdate of termination all of Employee's earned, then Employee shall be entitled to receive the Accrued Compensationbut unpaid, Base Salary, and all of Employee's earned, but unused, vacation days. In addition, subject to Employee’s continuing compliance in the event of a termination by Employer without Cause, Employer shall provide Employee with the covenants contained in Paragraphs 7 and 8 following severance benefits: (i) Employer shall pay to Employee an amount equal to 6 months of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliateEmployee's Base Salary, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Datedate of termination, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonusequal installments on Employer's regularly scheduled paydays, if any, upon the satisfaction of any pre-established performance objectives at the end as of the applicable bonus performance period; such payable pro-rata Effective Date, over the next 6 months immediately following the date of termination, (ii) Employer shall pay that portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal Employee's premiums attributable to the number of days of maintaining Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall be made in the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation 's insurance coverage under the Consolidated Omnibus Budget Reconciliation Act for a period of 1985 (“COBRA”) and Employer’s 6 months following the date of termination or until Employee becomes enrolled in other group health planinsurance, payment whichever occurs earlier, and (iii) Employer shall credit Employee with 6 additional months of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable "Service" calculated as of the Termination Date, his dependents) that exceeds the amount that Employee would pay date of termination for such coverage if he were an active employee purposes of Employer (“COBRA Subsidies”), starting on the first day following the date on which determining vesting under any Equity Agreement. Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right 's entitlement to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph benefits shall not limit such plan’s obligation be governed by any duty to provide continuation coverage under COBRAmitigate by seeking further employment nor offset by any compensation Employee may receive from future employment.

Termination by Employer without Cause. (i) Employer may immediately terminate Employee’s 's employment at any time, without Cause (as defined below). (ii) If Employer terminates Employee's employment without Cause. If, during : (A) Employee will receive all earned Base Salary through the Term last day of this Agreement, Employee’s 's employment is terminated by term including all mutually agreed extensions pursuant to Section 2 with Employer without Cause (other than due to death or Disabilityas well as reimbursement of expenses incurred through the last dayof Employee's employment), including if Employer declines to renew ; (B) Employee's medical/hospitalization insurance will be continued for the Term remaining term of the Agreement, then Employee shall be entitled including all mutually agreed extensions pursuant to receive the Accrued Compensation. In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 Section 2. (C) The Noncompetition and Nonsolicitation Period under Section 8 of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, and the execution by Employee of a binding general waiver and release of claims in a form acceptable to Employer (the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days will end six months after the Termination Date) and the expiration of any applicable revocation period with respect to the Release, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if any, that was earned by Employee in any fiscal year ending prior to the Termination Date but remains unpaid as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Date. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal to the number of days last day of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance periodwith Employer. Payment of any pro-rated Bonus However, Employee can be released from his obligations under this paragraph shall be made in subsection on mutual agreement of Employee and Employer. (D) Employer will continue Employee’s normal pay for the calendar year following remaining term of the Agreement, including all mutually agreed extensions pursuant to Section 2. (E) Employee will also receive a payment equal to 50% of the bonus received by Employee for the year in which the services were performed, when bonuses are generally paid to similarly situated employeespreceding his termination under this section. c. An amount equal (F) If Employee should be working somewhere else, then Employer does not have to pay Employee any longer. Irrespective of other clauses in this Agreement, the Non-Compete will be in effect as long as Employer pays Employee. Employer and Employee can mutually agree that Employee can look for other employment within the defined area. (yG) thirty (30) months of If Employee should be permitted to look for and subsequently find other employment, then Employer has the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years option to either continue to pay Employee or release Employee to this other employer with no further pay from Employer to Employee from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect day Employee commences to the Release, and in any event, if at all, within seventy (70) days after the Termination Datework for this other employer. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c), the amount that Employee would pay for coverage under Employer’s group health plan if he were an active employee of Employer shall be deducted from such severance payments, and that this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRA.

Termination by Employer without Cause. (i) In the event of the termination of this Agreement by the Employer may immediately terminate Employee’s employment without Cause. If, during prior to the last day of the Term of this Agreement, Employee’s employment is terminated by Employer without Cause (for any reason other than due to death or Disabilitya termination in accordance with the provisions of Section 5(e) (Termination for Cause), including if then notwithstanding any mitigation of damages by the Executive, the Employer declines shall pay the Executive a sum equal to renew two times the Term Executive's Base Salary and Annual Performance Bonus (which shall be based on the performance of the AgreementBank's St. Louis, then Employee shall be entitled Missouri branches for the twelve (12) whole calendar months prior to receive the Accrued Compensationdate of termination and capped at five percent (5%) of the pretax profit of the Bank's St. Louis, Missouri branch(es)). In addition, subject to Employee’s continuing compliance with the covenants contained in Paragraphs 7 and 8 Employer shall pay the cost on behalf of this Agreement and any other similar applicable restrictive covenants with Employer or an affiliate, the Executive for continued coverage (COBRA continuation coverage) for the Executive and the execution Executive's dependents (if applicable) under the health insurance programs maintained by Employee of a binding general waiver and release of claims in a form acceptable to the Employer (during the “Release”) within the time period specified by Employer at the time of the Termination Date (which shall be no longer than 50 days after the Termination Date) and the expiration of any applicable revocation period with respect to the ReleaseExecutive's COBRA eligibility; provided, if Employee’s employment terminates pursuant to this Paragraph 10.A(ii), then Employee shall be entitled to receive: a. Payment of the Bonus, if anyhowever, that was earned the continued payment of these amounts by Employee in the Employer shall not offset or diminish any fiscal year ending prior to the Termination Date but remains unpaid compensation or benefits accrued as of the Termination Date, payable in a lump sum within seventy (70) days after the Termination Datedate of termination. b. A pro-rated Bonus, if any, upon the satisfaction of any pre-established performance objectives at the end of the applicable bonus performance period; such payable pro-rata portion of the Bonus shall be determined by multiplying the Bonus amount by a fraction equal (ii) Payment to the number of days of Employee’s employment during such applicable performance period divided by the total number of days in the applicable performance period. Payment of any pro-rated Bonus under this paragraph shall Executive will be made in on a monthly basis over the calendar year following the year in which the services were performed, when bonuses are generally paid to similarly situated employees. c. An amount equal to (y) thirty (30) months of the Employee’s then-current Annual Salary; plus (z) two and one-half (2.5) times the average of the Bonus payments for the immediately three (3) previous fiscal years from the Termination Date. This amount will be payable in thirty (30) substantially equal monthly installments commencing with the first regular payroll period following the expiration of any applicable revocation period with respect to the Release, and in any event, if at all, within seventy (70) days after the Termination Date. d. Provided that Employee elects, and to the extent that he is and remains eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Employer’s group health plan, payment of that part of the COBRA premiums for such continued coverage of Employee (and, if applicable as of the Termination Date, his dependents) that exceeds the amount that Employee would pay for such coverage if he were an active employee of Employer (“COBRA Subsidies”), starting on the first day following the date on which Employee’s coverage under that plan as an active employee of Employer ends, and ending on the earlier of (A) the date that twelve (12) months month period immediately following the Executive's termination of employment. Payment of the amounts due under Section 5(c)(i) shall not be reduced in the event the Executive obtains other employment following the termination of employment by the Employer. (iii) If the Employer is not in compliance with its minimum capital requirements or if the payments required under subsection (i) above would cause the Employer's capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the Employer is in capital compliance. (iv) In addition to the amounts payable to Executive under this Section 3, Employer shall pay the Executive such Base Salary as shall have accrued through the effective date of such COBRA Subsidies have been paid, or (B) the date on which Employee’s right to continuation coverage under COBRA ends. Employee agrees and acknowledges that for so long as Employee is covered by COBRA and receiving severance payments under Paragraph 10(A)(ii)(c)termination, the amount of any expense reimbursements for expenses incurred prior to the effective date of such termination, provided that Employee would pay for coverage under Employer’s group health plan if he were an active employee the Executive shall have submitted all reimbursement requests within ten (10) business days of Employer shall be deducted from the effective date of such severance paymentstermination, and that any other amounts to which the Executive is entitled under applicable law. Apart from the obligations of Section 3 and Section 5, none of the Employer or any of its Subsidiaries shall have any further obligations to the Executive under this coverage under Employer’s group health plan shall run concurrently with such plan’s obligation to provide continuation coverage pursuant to COBRA. Employee further agrees and understands that this paragraph shall not limit such plan’s obligation to provide continuation coverage under COBRAAgreement.