Common use of Termination by Employer Clause in Contracts

Termination by Employer. (i) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to Executive. In connection with the termination of Executive's employment pursuant to this Section 5(a)(i), (A) Employer shall pay to Executive Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, (B) Employer shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of termination.

Termination by Employer. During the Term, the Employee’s employment, and this Agreement, may be terminated by the Employer: (i) ------------------------------------ Without for Cause. Employer may terminate this Agreement and Executive's employment ------------- , upon written notice to the Employee approved by two-thirds of the members of the Board of Directors, in which event the Employee shall not be entitled to any post-termination compensation or benefits; (ii) at any time without Cause (other than for Cause, as provided that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' the Bank shall give the Employee at least 30 days prior written notice of the Employer’s intent to Executive. In connection terminate), in which event the Employer shall (1) be required to pay to the Employee a severance benefit equal to one times the Employee’s Annual Base Salary as of the date of termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Employer’s normal payroll practices, and (2) reimburse the Employee for the reasonable cost of premium payments paid by the Employee to continue the Employee’s then-existing health insurance for himself as provided by the Employer for the lesser of (A) 12 months following termination and (B) until such time as the Employee obtains other employment providing health insurance coverage, provided that the Employer may discontinue reimbursing the Employee for such premium payments for the applicable time period and instead provide a cash payment to the Employee (for the Employee to use as the Employee deems appropriate) equal to the amount of the remainder of such reimbursable premium payments in the event that the Employer determines that continued reimbursement of premium payments would cause a violation of applicable nondiscrimination rules (for the avoidance of doubt, the termination of Executive's the Employee’s employment pursuant to by the Employer upon the disability of the Employee under Section 5(a)(iii) below shall not be considered or deemed termination of the Employee’s employment without Cause under this Section 5(a)(i5(a)(ii)); or (iii) at any time upon the Disability of the Employee (provided that the Employer shall give the Employee at least 30 days prior written notice of the Employer’s intent to terminate), (A) Employer shall pay to Executive Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, (B) Employer shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to event the effective date of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall Employee will be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which such benefits (if any) as may be later than available to the date of Employee under the delivery of any applicable notice of terminationEmployer’s disability insurance policy or policies (if any) then in effect.

Termination by Employer. During the Term, Executive’s employment may be terminated by Employer: (i) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to determined by the President or Chief Executive Officer of Employer; provided that, before Executive. In connection with the termination of Executive's ’s employment may be terminated by Employer for Cause pursuant to this Section 5(a)(i), the board of directors of Company, by a vote of a majority of all members of the board of directors, must have duly adopted resolution(s) finding that such determination by the President or Chief Executive Officer is reasonable and consistent with the definition of “Cause” set forth in this Agreement; or (ii) at any time without Cause (provided that Employer shall give Executive at least 30 days prior written notice of its intent to terminate), in which event Employer shall be required to (A) Employer shall pay to Executive (or, in the event of Executive's ’s death, Executive’s estate, heirs, or designated beneficiaries, as the case may be) a severance benefit equal to one times Executive’s Annual Base Compensation Salary as of the date of termination, said benefit to be payable in equal installments over the course of the 12-month period immediately following termination in accordance with Section 3(a) hereof up to the effective date of such terminationEmployer’s normal payroll practices, and (B) Employer shall if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), pay to on behalf of Executive a pro rata portion the monthly COBRA premium for such coverage for Executive and his dependents until the earliest of any Performance Bonus Distribution otherwise payable to Executive for or with respect to (x) the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to 12-month anniversary of the effective date of termination of Executive’s employment, (y) the date Executive is no longer eligible to receive COBRA continuation coverage, and (z) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Notwithstanding the foregoing, if payments under clause (B) of this Section 5(a)(ii) would cause Employer to violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform clause (B) of this Section 5(a)(ii) in such termination andmanner as is necessary to comply with the ACA while, to the extent not previously paidreasonably practicable, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive preserving the benefit provided for in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of terminationSection 5(a)(ii).

Termination by Employer. During the Term, Executive’s employment may be terminated by Employer: (i) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as determined by the Chief Executive Officer of Company and Bank; or (ii) at any time without Cause (provided that term Employer shall give Executive at least 60 days prior written notice of its intent to terminate), in which event Employer shall be required to (A) pay to Executive (or, in the event of Executive’s death, Executive’s estate, heirs, or designated beneficiaries, as the case may be) a severance benefit equal to 2.5 times Executive’s Annual Base Salary as of the date of termination, said benefit to be payable in equal installments over the course of the 30-month period beginning 60 days following termination in accordance with Employer’s normal payroll practices, and (B) if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), timely pay on behalf of Executive the monthly (or other) COBRA premium for such coverage for Executive and his dependents until the earliest of (x) the 12-month anniversary of the date of termination of Executive’s employment, (y) the date Executive is defined in no longer eligible to receive COBRA continuation coverage, and (z) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (notice of which eligibility Executive shall promptly give to Employer). Notwithstanding the foregoing, if payments under clause (B) of this Section 5(a)(ii) hereof) upon thirty would cause Employer to violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (30) days' prior written notice to Executive. In connection with the termination of Executive's employment pursuant to this Section 5(a)(i“ACA”), (A) Employer shall pay or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to Executive Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, reform clause (B) Employer shall pay of this Section 5(a)(ii) in such manner as is necessary to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or comply with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination andACA while, to the extent not previously paidreasonably practicable, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive preserving the benefit provided for in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) of this Section 5(a)(ii). Notwithstanding the foregoing, Employer shall have no obligation to pay the severance benefit or the monthly (or other) COBRA premiums contemplated by this Section 5(a)(ii) unless within 45 days after the date of termination of Executive’s employment Executive executes and delivers to Employer a separation agreement containing a full release of claims and covenant not to xxx in form and substance reasonably satisfactory to Employer and Executive (the “Separation Agreement”) and the Separation Agreement is not revoked within any revocation period specified in the previous sentenceSeparation Agreement or provided by applicable law, if rule, or regulation. Additionally, Employer shall have no obligation to pay the termination takes place prior to receipt severance benefit or the monthly (or other) COBRA premiums contemplated by this Section 5(a)(ii), and the payment of the same by Employer shall immediately cease, in the event of a breach by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of terminationSection 7 or Section 8.

Termination by Employer. If (a) Employer terminates Executive’s employment without Cause (as defined below), or (b) Executive resigns for Good Reason (as defined below), then Executive shall be entitled to receive the following termination payments and benefits: (i) ------------------------------------ Without CauseExecutive shall be entitled to twelve months Base Salary, paid at the same interval as payments of Base Salary were made to Executive immediately prior to termination. Employer may terminate this Agreement and EMPLOYMENT AGREEMENT (ii) Executive shall be entitled to any unpaid Base Salary which has accrued for services already performed as of the date termination of Executive's ’s employment ------------- at any time becomes effective. (other than for Cause, as that term is defined in Section 5(a)(iiiii) hereof) upon thirty (30) days' prior written notice Executive shall be entitled to a severance bonus equal to 100% of the most recent annual bonus paid to Executive. In connection This severance bonus shall be paid in twenty four equal semi-monthly installments beginning at the end of the month during which Executive’s employment is terminated. (iv) Employer shall pay any COBRA premiums otherwise due from Executive, for himself and his eligible dependents, with respect to COBRA coverage offered by Employer and timely elected by Executive under Employer’s basic health insurance program as a result of Executive’s termination of employment with Employer, such payment to continue until the termination or expiration of COBRA coverage in accordance with the terms of such program. (v) Simultaneous with the termination of Executive's employment pursuant to this Section 5(a)(i)’s employment, (A) Employer shall pay to Executive Executive's Base Compensation in accordance with Section 3(a) hereof up to on the effective date of such termination, (Ba) Employer shall pay in the event Executive resigns for Good Reason, then all unvested outstanding options to purchase shares of common stock of HouseValues that were granted to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for on or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year date hereof (the “Stock Options”) shall become 100% vested and immediately exercisable, and (b) in which the event Employer terminates Executive’s employment without Cause, then all unvested options that would have been exercisable on the fourth quarterly vesting following Executive’s termination shall be deemed vested and exercisable as of the date of Executive’s termination. Any shares of common stock issued upon exercise of the Stock Options shall remain subject to the terms of the Stock Option Letter Agreement(s) evidencing such termination occursStock Options (the “Option Letter Agreement(s)”), as modified herein and any applicable Notice of Exercise and Stock Purchase Agreements. (Cvi) Employer agrees that it shall provide to Executive not exercise the benefits Repurchase Rights set forth in Sections 3(c)Section 13.1 of Employer’s 1999 Stock Incentive Plan, 3(das amended (the “Option Plan”) and 3(eor any other repurchase rights it may have. (vii) hereof up Notwithstanding anything to the effective date contrary in the Option Letter Agreement(s) or the Option Plan, the vested portion of the Stock Options (including portions vested pursuant to subsection (v) above) shall remain exercisable through the EMPLOYMENT AGREEMENT applicable Expiration Date (as such term is defined in the Option Letter Agreement(s)) of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of terminationStock Options.

Termination by Employer. (i) ------------------------------------ Without Cause. If Employer may terminate this Agreement and Executiveterminates Employee's employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to Executive. In connection with the termination of Executive's employment pursuant to this Section 5(a)(i), (A) Employer shall pay to Executive Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, (B) Employer shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years without Cause prior to the calendar year in date on which such termination occursEmployer hires a new President and Chief Executive Officer, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive Employee shall be entitled to receivereceive (a) termination payments equal to nine (9) months' annual base salary and (i) two times (2x) the amount of the Primary Stay Bonus in the event Employee's employment is terminated effective prior to December 1, 2001 or (ii) two times (2x) the amount of the Secondary Stay Bonus in the event Employee's employment is terminated effective after December 1, 2001 and prior to the date on which Employer hires a new President and Chief Executive Officer, and (b) any unpaid annual base salary which has accrued for services already performed as of the date termination of Employee's employment becomes effective. Such payment shall be deemed provided in equal monthly installments, less applicable deductions and tax withholding, at regular payroll intervals. Employer agrees to continue Employee's health insurance benefits, including current dependent coverage, for nine (9) months following the date the Employee is terminated without Cause. Thereafter Employee may self-pay health insurance under COBRA if she elects to do so. All other Employer benefits cease on the date of termination without Cause. If Employee is terminated by Employer for Cause, Employee shall not be 50% entitled to receive any of Executivethe foregoing benefits, other than those set forth in clause (b) above. (ii) If Employer terminates Employee's then current annual Base Compensation. For purposes employment without Cause after the date on which the Employer hires a new President and Chief Executive Officer and prior to the end of the term of this Agreement, Employee shall be entitled to receive (a) termination payments equal to (i) nine (9) months' annual base salary in the "effective event of such termination prior to April 1, 2002, or (ii) six (6) months' annual base salary for any such termination thereafter, and (b) any unpaid annual base salary which has accrued for services already performed as of the date termination of termination" Employee's employment becomes effective. Such payment shall mean be provided in equal monthly installments, less applicable deductions and tax withholding, at regular payroll intervals. Employer agrees to continue Employee's health insurance benefits, including current dependent coverage, for (i) nine (9) months if Employee is terminated without Cause after the last day date on which the Employer hires a new President and Chief Executive Officer and prior to April 1, 2002, or (ii) six (6) months if Employee is employed with terminated without Cause thereafter. Thereafter Employee may self-pay health insurance under COBRA if she elects to do so. All other Employer which may be later than benefits cease on the date of termination without Cause. If Employee is terminated by Employer for Cause, Employee shall not be entitled to receive any of the delivery foregoing benefits, other than those set forth in clause (b) above. In the event Employee obtains other employment during any salary continuation period hereunder following a termination without Cause or for Good Reason, ________________________________________________________________________________ 4 Employer's obligation shall be offset by the amount of any applicable notice of terminationsalary or pay received from such other employment.

Termination by Employer. (i) ------------------------------------ Without Cause. During the first six months of the term of this Agreement, Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' Employee on 60 days prior written notice without Cause, defined below, and Employee shall not be entitled to Executive. In connection with the termination receive any severance payment, however, Employee shall be entitled to receive: (a) payment of Executive's employment pursuant to this Section 5(a)(i)all earned/accrued Base Compensation, (Ab) Employer shall pay to Executive Executive's Base Compensation in accordance with Section 3(aunreimbursed business expenses, (c) hereof up to payment for all unused vacation time accrued through the effective date of such termination, and (Bd) Employer shall pay to Executive payment of a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to Employee’s annual bonus as of the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to for the extent not previously paidtermination year. (ii) During the second six months of the term of this Agreement, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years may terminate Employee on 90 days prior to the calendar year in which such termination occurswritten notice without Cause, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c)defined below, 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive Employee shall be entitled to receive: (a) payment of all earned/accrued Base Compensation as of the date of termination, (b) unreimbursed business expenses, (c) three months salary at Employee’s then current yearly salary rate and continuation of all health benefits during such three-month period, (d) payment for all unused vacation time accrued through the date of termination, and (e) payment of a pro rata portion of Employee’s annual bonus as of the date of termination for the termination year. (iii) In the event that the Term of this Agreement is extended for one or more additional terms, Employer may terminate this agreement without Cause, defined below, on 90 days prior written notice, and Employee shall be deemed entitled to be 50% receive: (a) payment of Executive's all earned/accrued Base Compensation as of the date of termination, (b) unreimbursed business expenses, (c) six months salary at Employee’s then current yearly salary rate and continuation of all health benefits during such six-month period, (d) payment for all unused vacation time accrued through the date of termination, and (e) payment of a pro rata portion of Employee’s annual Base Compensationbonus as of the date of termination for the termination year. (iv) Employer may terminate this Agreement, at anytime, upon written notice for Cause. For purposes hereof, "Cause" shall mean (A) Employee's misconduct in connection with his employment as could reasonably be expected to have a material adverse effect on the business and affairs of Employer, (B) the Employee's disregard of lawful instructions of Employer’s Board of Directors consistent with Employee's position relating to the business of Employer or neglect of duties or failure to act, which, in each case, could reasonably be expected to have a material adverse effect on the business and affairs of Employer, (C) engaging by the Employee in conduct that constitutes activity in competition with Employer, as identified in section 8(a) of this Agreement, including any unapproved business activities, as set forth in section 8(c) of this Agreement; (D) the "effective conviction of Employee for the commission of a felony; and/or (E) the habitual abuse of alcohol or controlled substances. Notwithstanding anything to the contrary in this Section 9(a)(iv), Employer may not terminate Employee's employment under this Agreement for Cause unless Employee shall have first received written notice from the Board advising Employee of the specific acts or omissions alleged to constitute Cause, and such acts or omissions continue after Employee shall have had 30 days from the date Employee receives the written notice from the Board to correct the acts or omissions so complained of. In no event shall alleged incompetence of Employee in the performance of Employee's duties be deemed grounds for termination for Cause. In the event that Employee is terminated for Cause, Employee shall only be entitled to receive: (a) payment of all earned/accrued Base Compensation as of the date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of termination, and (b) unreimbursed business expenses.

Termination by Employer. (a) Employer may terminate Employee’s employment without Cause upon no less than sixty (60) days prior written notice of termination to Employee, or at Employer’s option, upon immediate written notice provided the Employer provides Employee sixty days of base salary and benefit continuation in lieu of sixty days’ notice. In the event of any such termination without Cause, Employer shall pay Employee as severance compensation, a lump sum payment in an amount equal to fifty percent (50%) of Employee’s then current base salary annualized less (i) ------------------------------------ Without Causeany base salary paid to Employee from the date of notice of termination until the effective date of termination and/or (ii) any base salary paid to Employee in lieu of such sixty days’ notice. The Employer’s obligation to pay the severance compensation is expressly conditioned upon the Employee entering into a Waiver and Release at the time of termination in a form acceptable to the Employer which releases any and all claims the Employee has or may terminate have arising from or relating to his employment and termination from employment, including without limitation, any claims arising under this Agreement and Executive's or any other agreement or understanding relating to Employee’s employment ------------- at with the Employer. In the event of any time (other than for such termination without Cause, except as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to Executive. In connection with the termination of Executive's employment pursuant to this Section 5(a)(i)aforesaid, (A) Employer shall have no other obligations to pay any base salary, incentive compensation or bonus or provide for any benefits to Executive Executive's Base Compensation in accordance with Section 3(a) hereof up to Employee after the effective date of such termination. As used herein, “base salary” excludes any bonus or incentive compensation. (Bb) Employer shall pay to Executive a pro rata portion may discharge Employee for Cause at any time without prior notice. In the event of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up for Cause, Employer’s obligations to pay any base salary, incentive compensation or bonus or provide for any benefits to Employee shall terminate immediately upon the effective date of such termination andtermination. (c) As used herein, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" “Cause” shall mean the last day on which Executive is employed with Employer which may be later than the date any of the delivery of any applicable notice of termination.following:

Termination by Employer. During the Term, Executive’s employment may be terminated by Employer: (i) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to determined by the Chief Executive Officer of Company; provided that, before Executive. In connection with the termination of Executive's ’s employment may be terminated by Employer for Cause pursuant to this Section 5(a)(i), the board of directors of Company, by a vote of a majority of all members of the board of directors of Company other than Executive (if Executive is a member of the board of directors), must have adopted resolution(s) finding that such determination by the Chief Executive Officer of Company is reasonable; or (ii) at any time without Cause (provided that Employer shall give Executive at least 30 days prior written notice of termination, or, alternatively, Employer shall have the option to provide Executive a lump sum payment equal to 30 days Base Salary in lieu of such notice, which shall be paid to Executive within 30 days after the termination of Executive’s employment), in which event Employer shall (A) Employer shall pay to Executive (or, in the event of Executive's ’s death, Executive’s estate, heirs, or designated beneficiaries, as the case may be) a severance benefit in an amount equal to one times the sum of (1) Executive’s Base Salary as of the date of termination and (2) the average of Executive’s Annual Cash Incentive Compensation for the two years immediately preceding the year in which the termination of employment occurs (the “Standard Severance Amount”), said Standard Severance Amount to be payable in equal installments over the course of the 12-month period beginning 60 days following the date of termination of Executive’s employment in accordance with Section 3(a) hereof up to the effective date of such terminationEmployer’s normal payroll practices, and (B) Employer shall if Executive is eligible for and timely and properly elects health, dental, vision, and/or prescription drug plan benefits continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), timely pay to on behalf of Executive a pro rata portion the monthly (or other) COBRA premiums for such coverage for Executive and his dependents until the earliest of any Performance Bonus Distribution otherwise payable to Executive for or with respect to (x) the calendar one-year in which such termination occurs in accordance with Section 3(b) hereof up to anniversary of the effective date of termination of Executive’s employment, (y) the date Executive is no longer eligible to receive COBRA continuation coverage, and (z) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (notice of which eligibility Executive shall promptly give to Employer) (the “Standard Health Coverage Benefit”). If Employer providing Executive the Standard Health Coverage Benefit under this Section 5(a)(ii) would cause Employer to violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform clause (B) of this Section 5(a)(ii) in such termination andmanner as is necessary to comply with the ACA while, to the extent not previously paidreasonably practicable, preserving the Standard Health Coverage Benefit. Notwithstanding the foregoing, Employer shall have no obligation to pay the Standard Severance Amount or provide the Standard Health Coverage Benefit contemplated by this Section 5(a)(ii) unless within 50 days after the date of termination of Executive’s employment Executive executes and delivers to Executive all Performance Bonus Distributions payable Employer a separation agreement containing a full release of claims and covenant not to Executive xxx, the same to be prepared by and in accordance with Section 3(b) hereof for or with respect form and substance reasonably satisfactory to any calendar years prior to Employer (the calendar year in which such “Separation Agreement”), and the Separation Agreement becomes fully effective within 60 days after the date of termination occursof Executive’s employment. Additionally, (C) Employer shall have no obligation to pay the Standard Severance Amount or provide to Executive the benefits set forth in Sections 3(cStandard Health Coverage Benefit contemplated by this Section 5(a)(ii), 3(d) and 3(e) hereof up to the effective date payment and/or provision of such termination and (D) the same by Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) immediately cease, in the previous sentence, if the termination takes place prior to receipt event of a breach by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of terminationSection 7 or Section 8.

Termination by Employer. (i) ------------------------------------ Without Cause. Employer may terminate Provided that this Agreement has not been terminated pursuant to section 4 of this Agreement, in the event that within the 12-month period immediately following a Change of Control (as defined in section 5.2 of this Agreement), any of the following occur: (a) the Executive is placed in a position of lesser stature than that of President and Chief Executive Officer; is assigned duties inconsistent with such position or duties which, if performed, would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position immediately prior to the Change of Control; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect immediately preceding the Change of Control; or is accorded treatment on a general basis that is in derogation of his status as President and Chief Executive Officer; or (b) any requirement of the Company that the location at which the Executive performs his principal duties be outside a radius of 100 miles from the location at which the Executive performs such duties immediately before the Change of Control; then, at the Executive's employment ------------- at any time ’s election, of which the Executive shall advise the Employer, by notice in writing within 12 months of the Change of Control, this Agreement shall be deemed to have been terminated by the Employer and the Employer will, immediately upon such termination, pay to the Executive an amount equal to his Average Salary (other than for Cause, as that term is defined in Section 5(a)(iisection 4.3 of this Agreement) hereof) upon thirty (30) days' prior written notice to Executivefor 18 months. In connection with addition, all Options held by the termination Executive shall vest immediately and the Executive shall have six months to exercise the Options. The Employer shall continue to provide all medical and health care benefits and all other benefits that it is permitted or able to provide under the applicable rules of the relevant plans for a period of 18 months from the date of the Executive's ’s election following a Change of Control. The Employer will also reimburse the Executive the premium (up to a maximum of US$6,600 per annum) for supplementary life insurance for a period of 18 months following the date of the Executive’s election following the Change of Control. The Executive acknowledges that the Employer will not continue long term disability insurance following his election to terminate his employment pursuant to this Section 5(a)(i)section 5.1. The Executive further agrees that compensation payable pursuant to this section 5.1 is in lieu of the severance package payable under section 4.2 of this Agreement and shall be the maximum compensation to which the Executive is entitled to receive in lieu of reasonable notice, (A) and the Employer shall pay to Executive Executive's Base Compensation in accordance with Section 3(a) hereof up will have no further obligations to the effective date of such termination, (B) Employer shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this AgreementAgreement or his employment, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of terminationincluding, without limitation, further severance pay or damages.

Termination by Employer. During the Term, Executive’s employment may be terminated by Employer: (i) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined provided that, in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice order to terminate Executive. In connection with the termination of Executive's ’s employment for Cause pursuant to this Section 5(a)(i), Employer must deliver to Executive a certified copy of a resolution duly adopted by the board of directors of Company by the affirmative vote of at least a majority of all members of the board of directors of Company other than Executive (if Executive is a member of the board of directors) finding that there exists Cause to terminate Executive’s employment; or (ii) at any time without Cause (provided that Employer shall give Executive at least 30 days prior written notice of termination, or, alternatively, Employer shall have the option to provide Executive a lump sum payment equal to 30 days Base Salary in lieu of such notice, which shall be paid to Executive within 30 days after the termination of Executive’s employment), in which event Employer shall (A) Employer shall pay to Executive (or, in the event of Executive's ’s death, Executive’s estate, heirs, or designated beneficiaries, as the case may be) a severance benefit in an amount equal to one times the sum of (1) Executive’s Base Salary as of the date of termination and (2) the average of Executive’s Annual Cash Incentive Compensation for the two years immediately preceding the year in which the termination of employment occurs (the “Standard Severance Amount”), said Standard Severance Amount to be payable in equal installments over the course of the 12-month period beginning 60 days following the date of termination of Executive’s employment in accordance with Section 3(a) hereof up to the effective date of such terminationEmployer’s normal payroll practices, and (B) Employer shall if Executive is eligible for and timely and properly elects health, dental, vision, and/or prescription drug plan benefits continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), timely pay to on behalf of Executive a pro rata portion the monthly (or other) COBRA premiums for such coverage for Executive and his dependents until the earliest of any Performance Bonus Distribution otherwise payable to Executive for or with respect to (x) the calendar one-year in which such termination occurs in accordance with Section 3(b) hereof up to anniversary of the effective date of termination of Executive’s employment, (y) the date Executive is no longer eligible to receive COBRA continuation coverage, and (z) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (notice of which eligibility Executive shall promptly give to Employer) (the “Standard Health Coverage Benefit”). If Employer providing Executive the Standard Health Coverage Benefit under this Section 5(a)(ii) would cause Employer to violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform clause (B) of this Section 5(a)(ii) in such termination andmanner as is necessary to comply with the ACA while, to the extent not previously paidreasonably practicable, preserving the Standard Health Coverage Benefit. Notwithstanding the foregoing, Employer shall have no obligation to pay the Standard Severance Amount or provide the Standard Health Coverage Benefit contemplated by this Section 5(a)(ii) unless within 50 days after the date of termination of Executive’s employment Executive executes and delivers to Executive all Performance Bonus Distributions payable Employer a separation agreement containing a full release of claims and covenant not to Executive xxx, the same to be prepared by and in accordance with Section 3(b) hereof for or with respect form and substance reasonably satisfactory to any calendar years prior to Employer (the calendar year in which such “Separation Agreement”), and the Separation Agreement becomes fully effective within 60 days after the date of termination occursof Executive’s employment. Additionally, (C) Employer shall have no obligation to pay the Standard Severance Amount or provide to Executive the benefits set forth in Sections 3(cStandard Health Coverage Benefit contemplated by this Section 5(a)(ii), 3(d) and 3(e) hereof up to the effective date payment and/or provision of such termination and (D) the same by Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) immediately cease, in the previous sentence, if the termination takes place prior to receipt event of a breach by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of terminationSection 7 or Section 8.

Termination by Employer. (i) ------------------------------------ Without Cause. If Employer may terminate this Agreement and Executive's terminates Employee’s employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to Executive. In connection with the termination of Executive's employment pursuant to this Section 5(a)(i), (A) Employer shall pay to Executive Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, (B) Employer shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years without Cause prior to the calendar year in which such termination occursExpiration Date, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive Employee shall be entitled to receivereceive (a) termination payments equal to one year of current Base Salary, which shall be deemed made to be 50% Employee in equal installments for a period of Executive's then twelve (12) months commencing on the first month anniversary of the Termination Date; (b) a bonus for the year of termination of employment equal to the Employee’s annual bonus awarded for the year immediately preceding the year of termination pro-rated for the number of full or partial months employed during the current annual bonus year prior to such termination of employment, payable as soon as practicable following such termination of employment; (c) continuation of the Employer paid medical benefits for a period of twelve (12) months; and (d) any unpaid Base Compensation. For purposes Salary which has accrued for services already performed as of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of termination (“Termination Date”) payable as soon as practicable following Termination Date. The Employee’s entitlements under any other benefit plan or program shall be as determined thereunder. In addition, promptly following such termination of employment, the delivery Employee shall be paid for all accrued, unused vacation and shall be reimbursed for all reimbursable expenses incurred by the Employee prior to the Termination Date. If Employee is terminated by Employer for Cause (as defined in Section 8.4 below), Employee shall not be entitled to receive any of the foregoing payments and benefits, other than (i) those set forth in Section 8.l(d) above; (ii) payment for all accrued, unused vacation and reimbursement for all reimbursable expenses incurred by the Employee prior to the Termination Date and (iii) the Employee’s entitlements under any applicable notice of terminationbenefit plan or program as determined thereunder.

Termination by Employer. (ia) ------------------------------------ Without Cause. Employer An employer may terminate this Agreement and Executive's employment ------------- at any time dismiss an employee (other than for Causea casual) only if the employee has been given the following notice: Period of Continuous Service Period of Notice Not more than 3 years 2 weeks More than 3 years but not more than 5 years 3 weeks More than 5 years 4 weeks (b) In addition to the notice in (a) above, employees who are Blind or Vision Impaired (as that term is defined in Section 5(a)(iiat Clause 5 DEFINITIONS) hereof) upon thirty (30) daysor employees 45 years old or over, who have completed at least 2 years' prior written notice to Executive. In connection continuous service with the termination of Executive's employment pursuant to this Section 5(a)(i), (A) Employer shall pay to Executive Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, (B) Employer shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive employer shall be entitled to receivean additional week's notice. (c) Payment in lieu of notice will be made if the appropriate notice is not given by Vision Australia to the employee, provided that employment may be terminated by part of the period of notice specified and part payment in lieu thereof. (d) In calculating any payment in lieu of notice the minimum compensation payable to an employee will be at least the total of the amounts the employer would have been liable to pay the employee if the employee's employment had continued until the end of the required notice period. The total must be worked out on the basis of: i the ordinary working hours to be worked by the employee; and ii the amounts payable to the employee for the hours including for example allowances, loadings and penalties; and iii any other amounts payable under the employee's employment contract. (e) The period of notice in this clause shall not apply in the case of dismissal for serious or wilful misconduct or other grounds that justify instant dismissal, or in the case of a casual employee, or an employee engaged for a specific period of time or for a specific task or tasks. (f) Where an employee ceases duty and has accrued credits which have not been utilised under the ADO system, such credits shall be deemed paid to be 50% the employee on termination at the ordinary rate of Executive's then current annual Base Compensationpay. For purposes Where the ADO has been taken in anticipation of this Agreementcredits, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than any shortfall at the date of termination shall be recovered from the delivery of employee. The shortfall may be recovered from any applicable notice of final monies payable to the employee on termination.

Termination by Employer. If the Employer terminates Employee's employment other than for Cause then, notwithstanding anything herein to the contrary, and in complete satisfaction and discharge of all its obligations to Employee hereunder, Employer shall (i) ------------------------------------ Without Cause. Employer may terminate continue Employee's base salary, without increase, for the balance of the period specified in Section 3 of this Agreement; (ii) pay Employee any bonus due under Section 4.2 of this Agreement; and (iii) pay Employee any incentive payments earned under Section 4.3 of this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined the balance of the period specified in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to Executive3 of this Agreement. In connection with addition, the termination of Executive's employment pursuant Options shall continue to this Section 5(a)(i), (A) Employer shall pay to Executive Executive's Base Compensation vest in accordance with the tables set forth in Section 3(a) hereof up 4.3 of this Agreement, and any unvested Options as of 91 days after December 31, 2000 shall be terminated. If the Employer terminates Employee's employment for Cause then, notwithstanding anything herein to the effective date contrary, and in complete satisfaction and discharge of such terminationall its obligations to Employee hereunder, (B) Employer shall (i) pay to Executive a Employee the pro rata portion of Employee's base salary specified in Section 4.1 of this Agreement based on the period of time actually spent by Employee as an employee of Employer; (ii) pay Employee the pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to bonus due under Section 4.2 of this Agreement based on the calendar year in which such termination occurs in accordance with Section 3(bperiod of time actually spent by Employee as an employee of Employer; (iii) hereof up to pay Employee the effective date of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause incentive payments for 1999 or 2000 (Bas applicable) in the previous sentence, if the termination takes place prior to receipt by Executive earned under Section 4.3 of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (this Agreement based on the number period of days time actually spent by Employee as an employee of Employer during such year; and (iv) make to Employee a one-time severance payment equal to one month's base salary. In addition, the Options shall continue to vest in accordance with the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes tables set forth in Section 4.3 of this Agreement, and Employee shall retain the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery pro rata portion of any applicable notice such vested Options for 1999 or 2000 (as applicable) based on the period of terminationtime actually spent as an employee of Employer during such year, and any other Options (vested or unvested) shall be terminated.

Termination by Employer. (i) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to Executive. In connection with the termination of Executive's employment pursuant to this Section 5(a)(i), (A) Employer shall pay to Executive Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, (B) Employer shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e3(d) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of termination.

Termination by Employer. Employer may terminate the employment of Employee at any time, with or without Cause (as defined below), immediately upon written notice. If, at any time during the Term, Employer shall terminate Employee for Cause (as defined below), Employer shall provide written notice of termination for Cause to Employee, which notice shall specify in reasonable detail the basis upon which such termination is made. If Employee’s employment is terminated by Employer for any reason other than death, Disability or Cause (as such terms are defined below), during the Initial Term, Employee shall receive (i) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to Executive. In connection with the termination of Executive's employment pursuant to this Section 5(a)(i), (A) Employer shall pay to Executive Executive's Base Compensation Salary payable in accordance with Section 3(athe customary payroll practices of Employer for the balance of the Initial Term, not to exceed twelve (12) hereof up to the effective date of such terminationmonths, (Bii) any unpaid reimbursable expenses outstanding as of the Date of Termination and (iii) payment for accrued and unused benefits as of the Date of Termination, such as vacation. If Employee’s employment is terminated by Employer for any reason other than death, Disability or Cause (as such terms are defined below), during any Renewal Term, Employee shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise receive (i) Base Salary payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with the customary payroll practices of Employer for the balance of the Renewal Term, not to exceed six (6) months, (ii) any unpaid reimbursable expenses outstanding as of the Date of Termination and (iii) payment for accrued and unused benefits as of the Date of Termination, such as vacation. In the event of termination of Employee’s employment by Employer for Cause (as defined below), Employee shall receive unpaid Base Salary through, and any unpaid reimbursable expenses outstanding as of, the Date of Termination and payment for accrued and unused benefits as of the Date of Termination such as vacation. If Employee’s employment with Employer is terminated by Employer for any reason, or no reason, all of the restrictions contained in Section 3(b) hereof up to 3 shall survive the effective date expiration or termination of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive Employee’s employment in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits terms set forth therein. Except as set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed if Employee’s employment with Employer which may be later than is terminated by Employer, following the date Date of Termination the delivery of any applicable notice of terminationEmployer shall have no further obligations under this Agreement.

Termination by Employer. (ia) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's Employee’s employment ------------- at any time (other without Cause upon no less than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' days prior written notice of termination to ExecutiveEmployee. In connection with the event of any such termination without Cause, on the effective date of Executive's employment pursuant to this Section 5(a)(i), (A) such termination Employer shall pay Employee as severance compensation, (i) a lump sum payment in an amount equal to Executive Executive's Base Compensation 150% of Employee’s then current base salary in effect immediately prior to the termination without Cause to be paid within thirty (30) business days of the date of termination (provided that the payment will be made in the second taxable year if the thirty (30) day period begins in one taxable year and ended in a subsequent taxable year) and (ii) Employee’s earned incentive bonus for the fiscal year in which Employee was terminated, which will be prorated in accordance with Employee’s date of the termination and will be calculated and paid to Employee following the end of the fiscal year when such incentive bonuses are paid in the Employer’s ordinary course, but no later than sixty (60) days after the end of such fiscal year. Employer further agrees that (a) any and all granted stock options, restricted stock or similar stock incentive instruments previously granted to Employee that are not yet vested as of the date of the termination without Cause and which either (i) would have vested based only on Employee’s continuous employment with Employer or (ii) would have vested, as determined in the reasonable discretion of Employer, if this performance period had ended as of the date of termination (based on actual performance through the date of termination and assuming continuous employment through the last day of the performance period) will be deemed fully vested within ten (10) days of such termination (any other stock options, restricted stock or similar stock incentive instruments shall be forfeited as of the date of the termination), and (b) for period of 18 months, it will provide Employee with benefits substantially similar to those which Employee was entitled to receive immediately prior to the date of termination under all of the Employer’s “employee welfare benefit plans” within the meaning of Section 3(a3(1) hereof up of The Employee Retirement Income Security Act of 1974, as amended. In the event of any such termination without Cause, except as aforesaid, Employer shall have no other obligations to pay any base salary, incentive compensation or bonus or provide for any benefits to Employee after the effective date of such termination, . (Bb) Employer shall pay to Executive a pro rata portion may discharge Employee for Cause at any time without prior notice. In the event of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up for Cause, Employer’s obligations to pay any base salary, incentive compensation or bonus or provide for any benefits to Employee shall terminate immediately upon the effective date of such termination andtermination. (c) As used herein, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" “Cause” shall mean the last day on which Executive is employed with Employer which may be later than the date any of the delivery of any applicable notice of termination.following:

Termination by Employer. During the Term, Executive’s employment may be terminated by Employer: (i) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to determined by the Chief Executive Officer of Company; provided that, before Executive. In connection with the termination of Executive's ’s employment may be terminated by Employer for Cause pursuant to this Section 5(a)(i), the board of directors of Company, by a vote of a majority of all members of the board of directors of Company other than Executive (if Executive is a member of the board of directors), must have adopted resolution(s) finding that such determination by the Chief Executive Officer is reasonable and consistent with the definition of “Cause” set forth in this Agreement; or (ii) at any time without Cause (provided that Employer shall give Executive at least 30 days prior written notice of its intent to terminate), in which event Employer shall be required to (A) Employer shall pay to Executive (or, in the event of Executive's Base Compensation in accordance with Section 3(a’s death, Executive’s estate) hereof up the Retention Bonuses, if but only if, and only to the effective extent, the Retention Bonuses have not already been paid to Executive, the same to be payable in one lump sum payment within 15 days of the date of such terminationtermination of Executive’s employment, (B) Employer shall pay to Executive (or, in the event of Executive’s death, Executive’s estate, heirs, or designated beneficiaries, as the case may be) a pro rata portion severance benefit equal to one times Executive’s Annual Base Salary as of any Performance Bonus Distribution otherwise the date of termination, said benefit to be payable to Executive for or with respect to in equal installments over the calendar year in which such course of the 12-month period immediately following termination occurs in accordance with Section 3(bEmployer’s normal payroll practices, and (C) hereof up to if Executive timely and properly elects health continuation coverage under the effective Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), timely pay on behalf of Executive the monthly (or other) COBRA premium for such coverage for Executive and his dependents until the earliest of (1) the one-year anniversary of the date of termination of Executive’s employment, (2) the date Executive is no longer eligible to receive COBRA continuation coverage, and (3) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (notice of which eligibility Executive shall promptly give to Employer). Notwithstanding the foregoing, if payments under clause (C) of this Section 5(a)(ii) would cause Employer to violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform clause (C) of this Section 5(a)(ii) in such termination andmanner as is necessary to comply with the ACA while, to the extent not previously paidreasonably practicable, preserving the benefit provided for in clause (C) of this Section 5(a)(ii). Notwithstanding the foregoing, Employer shall have no obligation to pay to Executive all Performance Bonus Distributions payable to Executive the severance benefit provided for in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) of this Section 5(a)(ii) or the monthly (or other) COBRA premiums contemplated by clause (C) of this Section 5(a)(ii) unless within 45 days after the date of termination of Executive’s employment Executive executes and delivers to Employer a separation agreement containing a full release of claims and covenant not to xxx, the same to be in the previous sentenceform provided by and otherwise reasonably satisfactory to Employer (the “Separation Agreement”), if and the Separation Agreement becomes fully effective within 60 days after the date of termination takes place prior of Executive’s employment. Additionally, Employer shall have no obligation to receipt pay the severance benefit provided for in clause (B) of this Section 5(a)(ii) or the monthly (or other) COBRA premiums contemplated by clause (C) of this Section 5(a)(ii), and the payment of the same by Employer shall immediately cease, in the event of a breach by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of terminationSection 7 or Section 8.

Termination by Employer. During the Term, Executive’s employment may be terminated by Employer: (i) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to determined by the Chief Executive Officer of Company; provided that, before Executive. In connection with the termination of Executive's ’s employment may be terminated by Employer for Cause pursuant to this Section 5(a)(i), the board of directors of Company, by a vote of a majority of all members of the board of directors of Company other than Executive (if Executive is a member of the board of directors), must have adopted resolution(s) finding that such determination by the Chief Executive Officer of Company is reasonable; or (ii) at any time without Cause (provided that Employer shall give Executive at least 30 days prior written notice of termination, or, alternatively, Employer shall have the option to provide Executive a lump sum payment equal to 30 days Base Salary in lieu of such notice, which shall be paid to Executive within 30 days after the termination of Executive’s employment), in which event Employer shall (A) Employer shall pay to Executive (or, in the event of Executive's Base Compensation ’s death, Executive’s estate, heirs, or designated beneficiaries, as the case may be) the Retention Bonus, if but only if the Retention Bonus has not already been paid to Executive, the same to be payable in accordance with Section 3(a) hereof up to one lump sum payment within 15 days of the effective date of such terminationtermination of Executive’s employment, (B) Employer shall pay to Executive (or, in the event of Executive’s death, Executive’s estate, heirs, or designated beneficiaries, as the case may be) a pro rata portion severance benefit in an amount equal to one times the sum of any Performance Bonus Distribution otherwise payable to Executive (1) Executive’s Base Salary as of the date of termination and (2) the average of Executive’s Annual Cash Incentive Compensation for or with respect to the calendar two years immediately preceding the year in which such the termination of employment occurs (the “Standard Severance Amount”), said Standard Severance Amount to be payable in equal installments over the course of the 12-month period beginning 60 days following the date of termination of Executive’s employment in accordance with Section 3(bEmployer’s normal payroll practices, and (C) hereof up to if Executive is eligible for and timely and properly elects health, dental, vision, and/or prescription drug plan benefits continuation coverage under the effective Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), timely pay on behalf of Executive the monthly (or other) COBRA premiums for such coverage for Executive and his dependents until the earliest of (x) the one-year anniversary of the date of termination of Executive’s employment, (y) the date Executive is no longer eligible to receive COBRA continuation coverage, and (z) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (notice of which eligibility Executive shall promptly give to Employer) (the “Standard Health Coverage Benefit”). If Employer providing Executive the Standard Health Coverage Benefit under this Section 5(a)(ii) would cause Employer to violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform clause (C) of this Section 5(a)(ii) in such termination andmanner as is necessary to comply with the ACA while, to the extent not previously paidreasonably practicable, preserving the Standard Health Coverage Benefit. Notwithstanding the foregoing, Employer shall have no obligation to pay the Standard Severance Amount or provide the Standard Health Coverage Benefit contemplated by this Section 5(a)(ii) unless within 50 days after the date of termination of Executive’s employment Executive executes and delivers to Executive all Performance Bonus Distributions payable Employer a separation agreement containing a full release of claims and covenant not to Executive xxx, the same to be prepared by and in accordance with Section 3(b) hereof for or with respect form and substance reasonably satisfactory to any calendar years prior to Employer (the calendar year in which such “Separation Agreement”), and the Separation Agreement becomes fully effective within 60 days after the date of termination occursof Executive’s employment. Additionally, (C) Employer shall have no obligation to pay the Standard Severance Amount or provide to Executive the benefits set forth in Sections 3(cStandard Health Coverage Benefit contemplated by this Section 5(a)(ii), 3(d) and 3(e) hereof up to the effective date payment and/or provision of such termination and (D) the same by Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) immediately cease, in the previous sentence, if the termination takes place prior to receipt event of a breach by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of terminationSection 7 or Section 8.

Termination by Employer. During the Term, Executive’s employment may be terminated by Employer: (i) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to determined by the President and Chief Executive Officer of Company; provided that, before Executive. In connection with the termination of Executive's ’s employment may be terminated by Employer for Cause pursuant to this Section 5(a)(i), the board of directors of Company, by a vote of a majority of all members of the board of directors of Company other than Executive (if Executive is a member of the board of directors), must have adopted resolution(s) finding that such determination by the President and Chief Executive Officer is reasonable and consistent with the definition of “Cause” set forth in this Agreement; or (ii) at any time without Cause (provided that Employer shall give Executive at least 60 days prior written notice of its intent to terminate), in which event Employer shall be required to (A) Employer shall pay to Executive (or, in the event of Executive's ’s death, Executive’s estate, heirs, or designated beneficiaries, as the case may be) a severance benefit equal to one times Executive’s Annual Base Compensation Salary as of the date of termination, said benefit to be payable in equal installments over the course of the 12-month period beginning 60 days following termination in accordance with Section 3(a) hereof up to the effective date of such terminationEmployer’s normal payroll practices, and (B) Employer shall if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), timely pay to on behalf of Executive a pro rata portion the monthly (or other) COBRA premium for such coverage for Executive and his dependents until the earliest of any Performance Bonus Distribution otherwise payable to Executive for or with respect to (x) the calendar one-year in which such termination occurs in accordance with Section 3(b) hereof up to anniversary of the effective date of termination of Executive’s employment, (y) the date Executive is no longer eligible to receive COBRA continuation coverage, and (z) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (notice of which eligibility Executive shall promptly give to Employer). Notwithstanding the foregoing, if payments under clause (B) of this Section 5(a)(ii) would cause Employer to violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform clause (B) of this Section 5(a)(ii) in such termination andmanner as is necessary to comply with the ACA while, to the extent not previously paidreasonably practicable, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive preserving the benefit provided for in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) of this Section 5(a)(ii). Notwithstanding the foregoing, Employer shall have no obligation to pay the severance benefit or the monthly (or other) COBRA premiums contemplated by this Section 5(a)(ii) unless within 45 days after the date of termination of Executive’s employment Executive executes and delivers to Employer a separation agreement containing a full release of claims and covenant not to xxx in form and substance reasonably satisfactory to Employer and Executive (the “Separation Agreement”) and the Separation Agreement becomes fully effective within 60 days after the date of termination of Executive’s employment. Additionally, Employer shall have no obligation to pay the severance benefit or the monthly (or other) COBRA premiums contemplated by this Section 5(a)(ii), and the payment of the same by Employer shall immediately cease, in the previous sentence, if the termination takes place prior to receipt event of a breach by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of terminationSection 7 or Section 8.

Termination by Employer. (i) ------------------------------------ Without Cause. If Employer may terminate this Agreement and Executiveterminates Employee's employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to Executive. In connection with the termination of Executive's employment pursuant to this Section 5(a)(i), (A) Employer shall pay to Executive Executive's Base Compensation in accordance with Section 3(a) hereof up to the effective date of such termination, (B) Employer shall pay to Executive a pro rata portion of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up to the effective date of such termination and, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years without Cause prior to the calendar year in date on which such termination occursEmployer hires a new President and Chief Executive Officer, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive Employee shall be entitled to receivereceive (a) termination payments equal to nine (9) months' annual base salary and (i) two times (2x) the amount of the Primary Stay Bonus in the event Employee's employment is terminated effective prior to December 1, 2001 or (ii) two times (2x) the amount of the Secondary Stay Bonus in the event Employee's employment is terminated effective after December 1, 2001 and prior to the date on which Employer hires a new President and Chief Executive Officer, and (b) any unpaid annual base salary which has accrued for services already performed as of the date termination of Employee's employment becomes effective. Such payment shall be deemed provided in equal monthly installments, less applicable deductions and tax withholding, at regular payroll intervals. Employer agrees to continue Employee's health insurance benefits, including current dependent coverage, for nine (9) months following the date the Employee is terminated without Cause. Thereafter Employee may self-pay health insurance under COBRA if he elects to do so. All other Employer benefits cease on the date of termination without Cause. If Employee is terminated by Employer for Cause, Employee shall not be 50% entitled to receive any of Executivethe foregoing benefits, other than those set forth in clause (b) above. (ii) If Employer terminates Employee's then current annual Base Compensation. For purposes employment without Cause after the date on which the Employer hires a new President and Chief Executive Officer and prior to the end of the term of this Agreement, Employee shall be entitled to receive (a) termination payments equal to (i) nine (9) months' annual base salary in the "effective event of such termination prior to April 1, 2002, or (ii) six (6) months' annual base salary for any such termination thereafter, and (b) any unpaid annual base salary which has accrued for services already performed as of the date termination of termination" Employee's employment becomes effective. Such payment shall mean be provided in equal monthly installments, less applicable deductions and tax withholding, at regular payroll intervals. Employer agrees to continue Employee's health insurance benefits, including current dependent coverage, for (i) nine (9) months if Employee is terminated without Cause after the last day date on which the Employer hires a new President and Chief Executive Officer and prior to April 1, 2002, or (ii) six (6) months if Employee is employed with terminated without Cause thereafter. Thereafter Employee may self-pay health insurance under COBRA if he elects to do so. All other Employer which may be later than benefits cease on the date of termination without Cause. If Employee is terminated by Employer for Cause, Employee shall not be entitled to receive any of the delivery foregoing benefits, other than those set forth in clause (b) above. In the event Employee obtains other employment during any salary continuation period hereunder following a termination without Cause or for Good Reason, ________________________________________________________________________________ 4 Employer's obligation shall be offset by the amount of any applicable notice of terminationsalary or pay received from such other employment.

Termination by Employer. During the Term, Executive’s employment may be terminated by Employer: (i) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined in Section 5(a)(ii) hereof) upon thirty (30) days' prior written notice to determined by the Chief Executive Officer of Company; provided that, before Executive. In connection with the termination of Executive's ’s employment can be terminated by Employer for Cause pursuant to this Section 5(a)(i), the board of directors of Company, by a vote of a majority of all members of the board of directors of Company (other than Executive if Executive is then a member of the board of directors), must have adopted resolution(s) finding that such determination by the Chief Executive Officer of Company is reasonable and consistent with the definition of “Cause” set forth in this Agreement; or (ii) at any time without Cause (provided that Employer shall give Executive at least 30 days prior written notice of its intent to terminate), in which event Employer shall be required to (A) Employer shall pay to Executive (or, in the event of Executive's ’s death, Executive’s estate, heirs, or designated beneficiaries, as the case may be) a severance benefit equal to one times Executive’s Annual Base Compensation Salary as of the date of termination, said benefit to be payable in equal installments over the course of the 12-month period beginning 60 days following termination in accordance with Section 3(a) hereof up to the effective date of such terminationEmployer’s normal payroll practices, and (B) Employer shall if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), timely pay to on behalf of Executive a pro rata portion the monthly (or other) COBRA premium for such coverage for Executive and his dependents until the earliest of any Performance Bonus Distribution otherwise payable to Executive for or with respect to (1) the calendar one-year in which such termination occurs in accordance with Section 3(b) hereof up to anniversary of the effective date of termination of Executive’s employment, (2) the date Executive is no longer eligible to receive COBRA continuation coverage, and (3) the date on which Executive becomes eligible to receive substantially similar coverage from another employer (notice of which eligibility Executive shall promptly give to Employer). Notwithstanding the foregoing, if payments under clause (B) of this Section 5(a)(ii) would cause Employer to violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform clause (B) of this Section 5(a)(ii) in such termination andmanner as is necessary to comply with the ACA while, to the extent not previously paidreasonably practicable, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive preserving the benefit provided for in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) of this Section 5(a)(ii). Notwithstanding the foregoing, Employer shall have no obligation to pay the severance benefit or the monthly (or other) COBRA premiums contemplated by this Section 5(a)(ii) unless within 45 days after the date of termination of Executive’s employment Executive executes and delivers to Employer a separation agreement containing a full release of claims and covenant not to xxx, the same to be in the previous sentenceform provided by and otherwise reasonably satisfactory to Employer (the “Separation Agreement”), if and the Separation Agreement becomes fully effective within 60 days after the date of termination takes place prior of Executive’s employment. Additionally, Employer shall have no obligation to receipt pay the severance benefit or the monthly (or other) COBRA premiums contemplated by this Section 5(a)(ii), and the payment of the same by Employer shall immediately cease, in the event of a breach by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" shall mean the last day on which Executive is employed with Employer which may be later than the date of the delivery of any applicable notice of terminationSection 7 or Section 8.

Termination by Employer. (a) Employer may terminate Employee’s employment without Cause upon no less than 30 days prior notice of termination to Employee. In the event of any such termination without Cause, on the effective date of such termination Employer shall pay Employee as severance compensation, (i) ------------------------------------ Without Cause. Employer may terminate this Agreement and Executive's employment ------------- at any time (other than for Cause, as that term is defined a lump sum payment in Section 5(a)(ii) hereof) upon thirty (30) days' an amount equal to 100% of Employee’s then current base salary in effect immediately prior written notice to Executive. In connection with the termination without cause to be paid within 10 business days of Executive's employment pursuant to this Section 5(a)(i)the date of termination and (ii) Employee’s earned incentive bonus for the fiscal year in which Employee was terminated, (A) Employer shall pay to Executive Executive's Base Compensation which will be prorated in accordance with Employee’s date of the termination and will be calculated and paid to Employee following the end of the fiscal year when such incentive bonuses are paid in the Employer’s ordinary course. Employer further agrees that (a) any and all granted stock options, restricted stock or similar stock incentive instruments previously granted to Employee that are not yet vested as of the date of the termination without cause will be accelerated and will be deemed vested within 10 days of such termination, and (b) for period of 18 months, it will provide Employee with benefits substantially similar to those which Employee was entitled to receive immediately prior to the date of termination under all of the Employer’s “employee welfare benefit plans” within the meaning of Section 3(a3(1) hereof up of The Employee Retirement Income Security Act of 1974, as amended. In the event of any such termination without Cause, except as aforesaid, Employer shall have no other obligations to pay any base salary, incentive compensation or bonus or provide for any benefits to Employee after the effective date of such termination, . (Bb) Employer shall pay to Executive a pro rata portion may discharge Employee for Cause at any time without prior notice. In the event of any Performance Bonus Distribution otherwise payable to Executive for or with respect to the calendar year in which such termination occurs in accordance with Section 3(b) hereof up for Cause, Employer’s obligations to pay any base salary, incentive compensation or bonus or provide for any benefits to Employee shall terminate immediately upon the effective date of such termination andtermination. (c) As used herein, to the extent not previously paid, Employer shall pay to Executive all Performance Bonus Distributions payable to Executive in accordance with Section 3(b) hereof for or with respect to any calendar years prior to the calendar year in which such termination occurs, (C) Employer shall provide to Executive the benefits set forth in Sections 3(c), 3(d) and 3(e) hereof up to the effective date of such termination and (D) Employer shall pay to Executive the Termination Compensation specified in Section 5(d) hereof. For purposes of calculating Executive's pro rata portion of any Performance Bonus Distribution pursuant to clause (B) in the previous sentence, if the termination takes place prior to receipt by Executive of any Performance Bonus Distribution, the Performance Bonus Distribution, a pro rata (based on the number of days in the year) portion of which Executive shall be entitled to receive, shall be deemed to be 50% of Executive's then current annual Base Compensation. For purposes of this Agreement, the "effective date of termination" “Cause” shall mean the last day on which Executive is employed with Employer which may be later than the date any of the delivery of any applicable notice of termination.following: