Common use of Termination by Executive for Good Reason Clause in Contracts

Termination by Executive for Good Reason. In the event that Executive terminates his employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination by Executive for Good Reason. In the event that Executive terminates his employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, agreements and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination by Executive for Good Reason. In the event that Executive terminates his employment with the Company Employer for Good Reason, the Company shall pay Executive an amount equal to one (1) times his Base Annual Salary for the year in which the termination occurs in a cash lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after March 15th following the Date calendar year of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, agreements and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s his unpaid Base Annual Salary shall be paid through his to the Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP STIP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP STIP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP STIP bonus. In addition, the The Company shall pay Executive his the Executive’s award under any AICP STIP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all individual performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed twelve (12-) month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following after the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e5(f); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, time and Executive shall be entitled to all benefits under Section 5(d5(e) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination by Executive for Good Reason. In Executive’s employment pursuant to this Agreement shall terminate in the event Executive shall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. the assignment to Executive of any duties that are substantially inconsistent with or materially diminish Executive’s position prior to execution of this Agreement; c. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Company employees; d. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or e. a requirement that the Executive be based at any office or location more than 50 miles from Executive’s primary work location prior to the Effective Date of this Agreement. Provided that Executive terminates has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement under Subsections a, b, c and e, above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns his employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued no later than sixty (60) days from the termination date in a lump sum: a. (i) his salary through the date of termination, (ii) for any unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. x. xxxxxxxxx pay of three (3) months’ worth of Executive’s salary at the rate in effect on the termination date. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to all such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits under Section 5(d) subject or relating to the terms and conditions other matters, including, but not limited to, claims relating to his status as a shareholder of the applicable plan documents and arrangements, as amended from time to timeCompany.

Termination by Executive for Good Reason. In It is expressly acknowledged and agreed that if Executive's employment shall be terminated because the event that Executive terminates his employment with the Company resigns for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration then all of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights obligations under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid Sections 1 through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis 5 of the Company and Executive having fully met all performance criteria shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company: (financiali) an amount equal to the unpaid portion of Executive's Current Base Salary earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus, personal or otherwise) if any, for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th completed portion of the calendar year following current annual pay period where the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and total Annual Management Bonus is determined in accordance with Section 5(e); 5.2; (iii) an amount equal to the value of Executive's vacation pay accrued as of the Termination Date; (iv) one (1) year's Current Base Salary as severance in pay continuation. Payment will be made in bi-weekly payments during the Initial Salary Continuation Period; (v) during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a participant at the Termination Date. The Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period; (vi) if the Executive has not found full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive's obligation to inform the Company's Human Resources Department that Executive's search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be paid all accrued unused vacation made on the 15 of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive's rights under the Total Salary Continuation Period shall not be offset by income earned from consulting fees with the Company’s vacation policy, as amended by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time to time, employment with another business entity; and (vii) any and Executive all payment by the Company under this Agreement are and shall be entitled to specifically conditioned upon full compliance by the Executive with all benefits under Section 5(d) subject to the terms and conditions elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable plan documents and arrangements, as amended from time to timeprovisions of this Agreement.

Termination by Executive for Good Reason. In Executive’s employment pursuant to this Agreement shall terminate in the event Executive shall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Company employees; c. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or Provided that Executive terminates has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns his employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued no later than fourteen (14) days from the termination date in a lump sum: (i) his salary through the date of termination, (ii) for any unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. b. xxxxxxxxx pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date. c. the amount equal to to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and d. an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 7(c) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the full amount Executive would have received under Section 7(c) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to all such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits under Section 5(d) subject or relating to the terms and conditions other matters, including, but not limited to, claims relating to his status as a shareholder of the applicable plan documents and arrangementsCompany. Upon termination of Executive’s employment due to Executive’s Resignation for Good Reason, as amended from time to timeall unvested stock options, awards, etc., shall immediately fully vest for the benefit of Executive’s estate.

Termination by Executive for Good Reason. In It is expressly acknowledged and agreed that if Executive's employment shall be terminated because the event that Executive terminates his employment with the Company resigns for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration then all of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights obligations under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid Sections 1 through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis 5 of the Company and Executive having fully met all performance criteria shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company: (financial, personal or otherwisei) an amount equal to the unpaid portion of Executive's Current Base Salary earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th completed portion of the calendar year following current annual pay period where the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and total Annual Management Bonus is determined in accordance with Section 5(e); 5.2; (iii) an amount equal to the value of Executive's vacation pay accrued as of the Termination Date; (iv) one (1) year's Current Base Salary as severance in pay continuation. Payment will be made in bi-weekly payments during the Initial Salary Continuation Period; (v) during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a participant at the Termination Date. The Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period; (vi) if the Executive has not found full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive's obligation to inform the Company's Human Resources Department that Executive's search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be paid all accrued unused vacation made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive's rights under the Total Salary Continuation Period shall not be offset by income earned from consulting fees with the Company’s vacation policy, as amended by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time to time, employment with another business entity; and (vii) any and Executive all payment by the Company under this Agreement are and shall be entitled to specifically conditioned upon full compliance by the Executive with all benefits under Section 5(d) subject to the terms and conditions elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable plan documents and arrangements, as amended from time to timeprovisions of this Agreement.

Termination by Executive for Good Reason. In Executive’s employment pursuant to this Agreement shall terminate in the event Executive shall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Company employees; c. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or Provided that Executive terminates has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns his employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued no later than fourteen (14) days from the termination date in a lump sum: (i) his salary through the date of termination, (ii) for any unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. b. xxxxxxxxx pay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. c. the amount equal to to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and d. an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 7(c) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the full amount Executive would have received under Section 7(c) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to all such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits under Section 5(d) subject or relating to the terms and conditions other matters, including, but not limited to, claims relating to his status as a shareholder of the applicable plan documents and arrangementsCompany. Upon termination of Executive’s employment due to Executive’s Resignation for Good Reason, as amended from time to timeall unvested stock options, awards, etc., shall immediately fully vest for the benefit of Executive’s estate.

Termination by Executive for Good Reason. In Termination by the event that Company Other Than for Cause, Death, Disability, Retirement, or Normal Expiration of Employment Period. If, during the Employment Period: (i) the Company terminates Executive’s employment other than for Cause, death, Disability, or Retirement, or (ii) Executive terminates his employment with the Company for Good ReasonReason following the Company’s failure to cure such Good Reason as set forth in Section 5(c) of this Agreement, the Company shall will pay Executive an amount equal to his the following amounts and provide the following benefits: (i) Executive’s Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following earned through the Date of Termination but no later than 70 days to the extent not already paid (such amount is hereinafter referred to as the “Accrued Obligations”) will be paid as soon as practicable after the Date of Termination per the Company’s customary payroll practices; (ii) to the extent not previously paid or provided and only if earned as of the Date of Termination, the Company will timely pay or provide to Executive any other amounts or benefits which Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company (the “Other Benefits”) pursuant to the terms of such Other Benefits; and (iii) subject to Section 7(h)). There shall be an automatic acceleration 13(i) of this Agreement and Executive’s execution of a Release in substantially the vesting form of any Equity-Based Awards granted Exhibit B hereto (the “Release”) within the time set forth in Section 6(g) of this Agreement, the Company will pay to Executive in a lump sum in cash the amount in (A) on the 30th day after the Date of Termination, pay the amount in (B) as set forth below, and provide the benefits in (C): (A) a single year of compensation in an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, and an additional amount (the “Retention Benefit”) equal to one-twelfth (1/12) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, times the number of full years beyond ten (10) years that the Executive was consecutively employed by the Company prior to the Date of Termination, less normal withholdings (collectively the “Severance Benefits”); provided, however, that were scheduled to vest the maximum amount that Executive may receive under this Section 6(a)(iii)(A) is two (2) times the highest combined annual Base Salary and Variable Compensation earned by their terms Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination. Notwithstanding the foregoing, if the Date of Termination occurs within 12 months after or otherwise in contemplation of a Change in Control, as defined in Exhibit C, Executive will receive Severance Benefits in an amount equal to two (2) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, but no Retention Benefit. Executive’s entitlement to receive and retain the amounts set forth in this Section 6 are conditioned on Executive’s compliance with the Restrictions on Conduct described in Section 11. With respect to any amounts due Executive under this Section 6(a)(iii)(A), Executive may elect to receive such amounts in a single lump sum or in bi-weekly installments pursuant to the Company’s normal payroll cycle during the term of the 24-month period referenced in Sections 11(c)(i) through 11(c)(vi); (B) a bonus equal to the pro rata portion (based on the number of days elapsed in the current fiscal year through the Date of Termination) of the current fiscal year annual variable compensation, if any, that would otherwise be payable if the Executive had continued employment through the end of the current fiscal year, based on actual performance (the “Pro Rata Bonus”). The Pro Rata Bonus, if any, less normal withholdings will be paid within 30 days of the Committee’s certification that the Executive has met the necessary performance criteria, which will be no later than the later of March 15 following the end of the calendar year in which Executive’s right to the bonus vests or the 15th day of the third month following the end of the Company’s fiscal year in which Executive’s right to the bonus vests; and (C) for up to twenty-four (24) months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held Company will reimburse Executive on a monthly basis for payments made by Executive now which are in excess of the monthly rates paid by active employees, for medical and dental insurance benefits. Reimbursement may cease sooner than twenty-four (24) months if Executive becomes eligible to receive similar benefits under another employer provided or group plan (which may be the plan of the Executive’s new employer or his spouse’s employer) and, in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentenceevent, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according right to the controlling plan documents and award agreements, and the benefits provided participate in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal medical and dental insurance plans ceases. Such cash reimbursements will be made per the Company’s customary payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later practices (not less frequently than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwisemonthly) for a target bonus up to the twenty-four (which will not include any multiplier that may be applicable to result in a maximum bonus), (b24) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year months following the end of the calendar year of the Date of Termination. To receive the benefits offered under this Section 6(a)(iii)(C), Executive shall may be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with required to elect COBRA coverage under the Company’s vacation policy, as amended from time to time, medical and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timedental insurance plans.

Termination by Executive for Good Reason. In the event that Executive terminates may terminate his employment with hereunder for Good Reason upon 30 days written notice to the Company which notice must be given within 90 days of the occurrence of the condition that is the basis for such Good Reason; provided, however, that, if the Company shall pay Executive an amount equal to his Base Annual Salary basis for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which Good Reason is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive correctible and the Company regarding Equity-Based Awards granted has corrected the basis for such Good Reason within 30 days after receipt of such notice, Executive may not then terminate his employment for Good Reason with respect to Executive. the matters addressed in the written notice, and therefore Executive’s unpaid Base Annual Salary shall be paid through his Date notice of Termination in accordance with termination will automatically become null and void. At the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of time Executive’s Date employment is terminated by Executive for Good Reason (i.e., at the expiration of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionsuch notice period), the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis Term will terminate, all obligations of the Company and Executive having fully met all performance criteria under Sections 1 through 3 will immediately cease (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonusexcept as expressly provided below), and the Company will pay Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) Continuation of (a) the Executive’s Annual Salary, determined as of the date of the Executive’s termination, and (b) paid on reimbursements to the basis Executive for the Executive Specific Benefits for a period of twelve months, commencing as of the date of the Executive’s termination; (iii) For a deemed period of twelve (12-month calendar year ) months, commencing as of the date of the Executive’s termination, the Company will provide for the Executive’s continued participation in the planCompany group life, hospitalization, medical and (c) payable at disability benefit plans in which the Executive was enrolled immediately prior to his termination. Continued participation in such plans will be on the same time terms as applicable to other participants in the plan receive payment but no later than March 15th executives of the calendar year following the end of the calendar year of the Date of Termination. Executive shall Company and will be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Companyterms of such plans. The continuation of benefits provided for herein will be concurrent with the Executive’s vacation policy, as amended from time to time, COBRA continuation rights; (iv) All equity awards held by Executive at termination shall become vested and Executive all other terms of such awards shall be entitled governed by the plans and programs and the agreements and other documents pursuant to all which such awards were granted; and (v) All other rights under any other compensatory or benefit plan shall be governed by such plan. Payments and benefits under this Section 5(d) 5.4 are subject to Section 5.6 hereof. If any payment or benefit under this Section 5.4 is based on Annual Salary or other level of compensation or benefits at the terms time of Executive’s termination and conditions if a reduction in such Annual Salary or other level of compensation or benefit was the applicable plan documents and arrangementsbasis for Executive’s termination for Good Reason, as amended from time then the Annual Salary or other level of compensation in effect before such reduction shall be used to timecalculate payments or benefits under this Section 5.4.

Termination by Executive for Good Reason. In It is expressly acknowledged and agreed that if Executive's employment shall be terminated because the event that Executive terminates his employment with the Company resigns for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration then all of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights obligations under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid Sections 1 through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis 5 of the Company and Executive having fully met all performance criteria shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company: (financiali) an amount equal to the unpaid portion of Executive's Current Base Salary earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus, personal or otherwise) if any, for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th completed portion of the calendar year following current annual pay period where the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and total Annual Management Bonus is determined in accordance with Section 5(e); 5.2; (iii) an amount equal to the value of Executive's vacation pay accrued as of the Termination Date; (iv) one (1) year's Current Base Salary as severance in pay continuation. Payment will be made in bi-weekly payments during the Initial Salary Continuation Period; (v) during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a participant at the Termination Date. The Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period; (vi) if the Executive has not found full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive's obligation to inform the Company's Human Resources Department that Executive's search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be paid all accrued unused vacation made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive's rights under the Total Salary Continuation Period shall not be offset by income earned from consulting fees with the Company’s vacation policy, as amended by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time to time, employment with another business entity; and (vii) any and Executive all payment by the Company under this Agreement are and shall be entitled to specifically conditioned upon full compliance by the Executive with all benefits under Section 5(d) subject to the terms and conditions elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable plan documents and arrangements, as amended from time to timeprovisions of this Agreement.

Termination by Executive for Good Reason. In Termination by the event that Company Other Than for Cause, Death, Disability, Retirement, or Normal Expiration of Employment Period. If, during the Employment Period: (i) the Company terminates Executive's employment other than for Cause, death, Disability, or Retirement, or (ii) Executive terminates his employment with the Company for Good ReasonReason following the Company's failure to cure such Good Reason as set forth in Section 5(c) of this Agreement, the Company shall will pay Executive an amount equal to his the following amounts and provide the following benefits: (i) Executive's Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following earned through the Date of Termination but no later than 70 days to the extent not already paid (such amount is hereinafter referred to as the “Accrued Obligations”) will be paid as soon as practicable after the Date of Termination per the Company's customary payroll practices; (ii) to the extent not previously paid or provided and only if earned as of the Date of Termination, the Company will timely pay or provide to Executive any other amounts or benefits which Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company (the “Other Benefits”) pursuant to the terms of such Other Benefits; and (iii) subject to Section 7(h)). There shall be an automatic acceleration 13(i) of this Agreement and Executive's execution of a Release in substantially the vesting form of any Equity-Based Awards granted Exhibit B hereto (the “Release”) within the time set forth in Section 6(g) of this Agreement, the Company will pay to Executive in a lump sum in cash the amount in (A) on the 30th day after the Date of Termination, pay the amount in (B) as set forth below, and provide the benefits in (C): (A) a single year of compensation in an amount equal to one (1) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, and an additional amount (the “Retention Benefit”) equal to one-twelfth (1/12) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, times the number of full years beyond ten (10) years that the Executive was consecutively employed by the Company prior to the Date of Termination, less normal withholdings (collectively the “Severance Benefits”); provided, however, that were scheduled to vest the maximum amount that Executive may receive under this Section 6(a)(iii)(A) is two (2) times the highest combined annual Base Salary and Variable Compensation earned by their terms Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination. Notwithstanding the foregoing, if the Date of Termination occurs within 12 months after or otherwise in contemplation of a Change in Control, as defined in Exhibit C, Executive will receive Severance Benefits in an amount equal to two (2) times the highest combined annual Base Salary and Variable Compensation earned by Executive from the Company, including any such amounts earned but deferred, in the last three fiscal years before the Date of Termination, less normal withholdings, but no Retention Benefit. Executive's entitlement to receive and retain the amounts set forth in this Section 6 are conditioned on Executive's compliance with the Restrictions on Conduct described in Section 11. With respect to any amounts due Executive under this Section 6(a)(iii)(A), Executive may elect to receive such amounts in a single lump sum or in bi-weekly installments pursuant to the Company's normal payroll cycle during the term of the 24-month period referenced in Sections 11(c)(i) through 11(c)(vi); (B) a bonus equal to the pro rata portion (based on the number of days elapsed in the current fiscal year through the Date of Termination) of the current fiscal year annual variable compensation, if any, that would otherwise be payable if the Executive had continued employment through the end of the current fiscal year, based on actual performance (the “Pro Rata Bonus”). The Pro Rata Bonus, if any, less normal withholdings will be paid within 30 days of the Committee's certification that the Executive has met the necessary performance criteria, which will be no later than the later of March 15 following the end of the calendar year in which Executive's right to the bonus vests or the 15th day of the third month following the end of the Company's fiscal year in which Executive's right to the bonus vests; and (C) for up to twenty-four (24) months following the Date of Termination, the Company will reimburse Executive on a monthly basis for payments made by Executive which are in excess of the monthly rates paid by active employees, for medical and dental insurance benefits. Reimbursement may cease sooner than twenty-four (24) months if Executive becomes eligible to receive similar benefits under another employer provided or group plan (which may be the plan of the Executive's new employer or his spouse's employer) and, in such event, Executive's right to participate in the Company's medical and dental insurance plans ceases. Such cash reimbursements will be made per the Company's customary payroll practices (not less frequently than monthly) for up to the extent the provisions of this Section 7(dtwenty-four (24) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year months following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. To receive the benefits offered under this Section 6(a)(iii)(C), Executive shall may be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with required to elect COBRA coverage under the Company’s vacation policy, as amended from time to time, 's medical and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timedental insurance plans.

Termination by Executive for Good Reason. In the event that (i) If Executive terminates his employment with for Good Reason (as defined below) then, during the Severance Period, the Company shall (A) pay to Executive a sum equal to twelve (12) months of the Base Salary (as then in effect) and (B) continue to make available to, and pay on Executive’s behalf, the Benefits (including the full premium for COBRA continuation coverage if applicable for Executive and his eligible dependents) made generally available by the Company to its Executives for that twelve (12)-month period, to the extent permitted under applicable law and the terms of the benefit plans. The cash consideration payable pursuant to subsection (A) above shall be paid as salary continuation pay in equal monthly installments, subject to normal payroll deductions, commencing on the date that is no later than the earlier of thirty (30)) days following termination or the execution of the General Release. Any Benefits shall also be paid in equal monthly installments during the Severance Period. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy. All accrued vacation and any other amounts owed to Executive as of the termination date shall be paid on the effective date of termination. (ii) In addition, notwithstanding anything to the contrary contained in the stock option agreements evidencing such Options, Subsequent Options or the Plan or in any restricted stock unit agreement evidencing any such RSUs or Subsequent RSUs, in the case of a Change of Control where the consideration being paid is solely in cash, all Options and RSUs, and Subsequent Options and Subsequent RSUs shall fully vest and, in the case of Options and Subsequent Options, shall be exercisable immediately prior to such Change of Control regardless of Executive’s continued employment status. In the case of any Change of Control where the consideration is stock or a combination of stock and cash, the vesting, acceleration and exercisability provisions of the existing agreements evidencing and Options, Subsequent Options or RSUs shall continue to govern. (iii) Executive's termination of his employment shall be for "Good Reason" if following a Change of Control the Employer (including any successor in interest) (A) terminates Executive’s employment at any time within the one (iv) year anniversary of such Change of Control (as defined below), or reasons other than for Cause, or death or disability (which will be dealt with on a case-by-case basis at the time either such event occurs); (B) Executive voluntarily terminates his employment within six (6) months of the Company's (or any successor in interest) material reduction of Executive's level of responsibility; or (C) Executive terminates his employment within six (6) months of the Company's (or any successor in interest) material reduction of the Base Salary, except for any salary reduction that is generally applicable to the Company's executives; provided that in the case of (B) and (C) above, “Good Reason” shall only be found to exist if prior to Executive’s resignation for Good Reason, the Executive has provided thirty (30) days written notice to the Company within ninety (90) days following the existence of such Good Reason event indicating and describing the event resulting in such Good Reason, and the Company does not cure such event within ninety (90) days following the receipt of such notice from Executive. In the event the Company fails to timely cure, Executive may resign upon expiration of the cure period. (v) For purposes of this Agreement, the term "Change of Control" shall pay Executive an amount equal to his Base Annual Salary for mean any of the year following transactions: (A) a merger or consolidation in which the termination occurs in Company is not the surviving entity, except for a lump sum cash payment as soon as administratively feasible following transaction the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment principal purpose of which is accelerated to change the state in which the Company is incorporated; (B) the sale, transfer or otherwise enhanced pursuant to the terms other disposition of all or substantially all of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis assets of the Company and Executive having fully met all performance criteria (financial, personal including the capital stock of the Company's subsidiary corporations); (C) the complete liquidation or otherwisedissolution of the Company; (D) for a target bonus (which will not include any multiplier that may be applicable to result reverse merger or series of related transactions culminating in a maximum bonus)reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but in which securities possessing more than fifty percent (b50%) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end total combined voting power of the calendar year Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control; or (E) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Date Securities Exchange Act of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s vacation policy, as amended from time to time, and Executive 's outstanding securities but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be entitled to all benefits under Section 5(d) subject to the terms and conditions a Change of the applicable plan documents and arrangements, as amended from time to timeControl.

Termination by Executive for Good Reason. In the event that (i) If Executive terminates his employment with for Good Reason (as defined below) then, during the Severance Period, the Company shall (A) pay to Executive a sum equal to twelve (12) months of the Base Salary (as then in effect) and (B) continue to make available to, and pay on Executive’s behalf, the Benefits (including the full premium for COBRA continuation coverage if applicable for Executive and his eligible dependents) made generally available by the Company to its Executives for that twelve (12)-month period, to the extent permitted under applicable law and the terms of the benefit plans. The cash consideration payable pursuant to subsection (A) above shall be paid as salary continuation pay in equal monthly installments, subject to normal payroll deductions, commencing on the date that is no later than the earlier of thirty (30)) days following termination or the execution of the General Release. Any Benefits shall also be paid in equal monthly installments during the Severance Period. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy. All accrued vacation and any other amounts owed to Executive as of the termination date shall be paid on the effective date of termination. (ii) In addition, notwithstanding anything to the contrary contained in the stock option agreements evidencing such Options, Subsequent Options or the Plan or in any restricted stock unit agreement evidencing any such RSUs or Subsequent RSUs, in the case of a Change of Control where the consideration being paid is solely in cash, all Options and RSUs, and Subsequent Options and Subsequent RSUs shall fully vest and, in the case of Options and Subsequent Options, shall be exercisable immediately prior to such Change of Control regardless of Executive’s continued employment status. In the case of any Change of Control where the consideration is stock or a combination of stock and cash, the vesting, acceleration and exercisability provisions of the existing agreements evidencing and Options, Subsequent Options or RSUs shall continue to govern. (iii) Executive's termination of his employment shall be for "Good Reason" if following a Change of Control the Employer (including any successor in interest) (A) terminates Executive’s employment at any time within the one year anniversary of such Change of Control (as defined (iv) below), or reasons other than for Cause, or death or disability (which will be dealt with on a case-by-case basis at the time either such event occurs); (B) Executive voluntarily terminates his employment within six (6) months of the Company's (or any successor in interest) material reduction of Executive's level of responsibility; or (C) Executive terminates his employment within six (6) months of the Company's (or any successor in interest) material reduction of the Base Salary, except for any salary reduction that is generally applicable to the Company's executives; provided that in the case of (B) and (C) above, “Good Reason” shall only be found to exist if prior to Executive’s resignation for Good Reason, the Executive has provided thirty (30) days written notice to the Company within ninety (90) days following the existence of such Good Reason event indicating and describing the event resulting in such Good Reason, and the Company does not cure such event within ninety (90) days following the receipt of such notice from Executive. In the event the Company fails to timely cure, Executive may resign upon expiration of the cure period. (v) For purposes of this Agreement, the term "Change of Control" shall pay Executive an amount equal to his Base Annual Salary for mean any of the year following transactions: (A) a merger or consolidation in which the termination occurs in Company is not the surviving entity, except for a lump sum cash payment as soon as administratively feasible following transaction the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment principal purpose of which is accelerated to change the state in which the Company is incorporated; (B) the sale, transfer or otherwise enhanced pursuant to the terms other disposition of all or substantially all of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis assets of the Company and Executive having fully met all performance criteria (financial, personal including the capital stock of the Company's subsidiary corporations); (C) the complete liquidation or otherwisedissolution of the Company; (D) for a target bonus (which will not include any multiplier that may be applicable to result reverse merger or series of related transactions culminating in a maximum bonus)reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but in which securities possessing more than fifty percent (b50%) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end total combined voting power of the calendar year Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control; or (E) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Date Securities Exchange Act of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s vacation policy, as amended from time to time, and Executive 's outstanding securities but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be entitled to all benefits under Section 5(d) subject to the terms and conditions a Change of the applicable plan documents and arrangements, as amended from time to timeControl.

Termination by Executive for Good Reason. In It is expressly acknowledged and agreed that if Executive’s employment shall be terminated because the event that Executive terminates his employment with the Company resigns for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration then all of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights obligations under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid Sections 1 through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis 5 of the Company and Executive having fully met all performance criteria shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company: (financial, personal or otherwisei) an amount equal to the unpaid portion of Executive’s Current Base Salary earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th completed portion of the calendar year following current annual pay period where the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and total Annual Management Bonus is determined in accordance with Section 5(e); 5.2; (iii) an amount equal to the value of Executive’s vacation pay accrued as of the Termination Date; (iv) one (1) year’s Current Base Salary as severance in pay continuation Payment will be made in bi-weekly payments during the Initial Salary Continuation Period; (v) during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a participant at the Termination Date. The Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period; (vi) if the Executive has not found full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be paid all accrued unused vacation made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive’s rights under the Total Salary Continuation Period shall not be offset by income earned from consulting fees with the Company’s vacation policy, as amended by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time to time, employment with another business entity; and (vii) any and Executive all payment by the Company under this Agreement are and shall be entitled to specifically conditioned upon full compliance by the Executive with all benefits under Section 5(d) subject to the terms and conditions elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable plan documents and arrangements, as amended from time to timeprovisions of this Agreement.

Termination by Executive for Good Reason. In the event that The Executive terminates his may also resign Executive’s employment with the Company at any time for any reason, including Good Reason. In the case of a resignation without Good Reason, the Executive shall provide written notice to the Board at least thirty (30) days prior to the date of termination. During any notice period provided by the Executive in connection with Executive’s resignation, the Company may, in its discretion, direct the Executive not to perform any work or report to the office for part or all of the notice period, although the Executive’s Base Salary and benefits shall continue during such notice period regardless. “Good Reason” means any one of the following events: (A) a material diminution in the Executive’s duties and responsibilities, or a change in the Executive’s position within the Company which constitutes a demotion, without the Executive’s prior consent; (B) a reduction in the Executive’s Base Salary or Target Bonus below the amounts then in effect pursuant to this Agreement , except in circumstances when the Executive’s Base Salary or Target Bonus are reduced in connection with a pay reduction plan generally applicable to the Company’s management and employees; or (C) a change in the principal workplace of the Executive to a location outside of an 00-xxxx xxxxxx xxxx Xxxxxxxxx, Xxxxxxxxxxxxx; provided, however, that none of the foregoing events shall constitute Good Reason unless and until the Executive provides the Board with at least thirty (30) days’ prior written notice of Executive’s intent to resign for Good Reason (which notice is provided not later than thirty (30) days following the date upon which the Executive receives notice of the event constituting Good Reason), and the Company has not remedied the event allegedly constituting Good Reason within such 45 day period. In the event of any termination for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all (i) salary continuation payments for the aforementioned Salary Continuation Period, at the Executive’s then current base salary rate, (ii) any Annual Bonus earned but unpaid as of the termination date, (iii) a pro-rated Annual Bonus at Target based on the number of days Executive was employed in the year of termination and (iv) COBRA benefits under Section 5(d) subject to for the Salary Continuation Period, with the Company providing Executive with continuation coverage upon the same terms and conditions as if Executive were still an active employee of the Company. Such salary continuation payments shall be payable on a bi-weekly basis for the duration of the Salary Continuation Period and shall be subject to all applicable plan documents taxes. Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any payments pursuant to this Section unless Executive has executed and arrangementsdelivered to the Company a general release with customary, as amended industry-standard terms and conditions, that includes an enforceable non-compete consistent in scope with the non-compete restrictions contained in Exhibit C hereto, in favor of the Company in form and substance satisfactory to the Company (and such release is in full force and effect and has not been revoked), which release shall be in full force and effect (and no longer subject to revocation) within sixty (60) calendar days after Executive’s separation from time employment with the Company. In the event said sixty (60) day period spans more than one calendar year, any payments made pursuant to timethis Section 5(D) shall not commence until the later calendar year.

Termination by Executive for Good Reason. In the event that If Executive terminates his employment with for Good Reason (as defined below) then, during the Severance Period, the Company shall (A) pay to Executive a sum equal to twelve (12) months of the Base Salary (as then in effect) and (B) continue to make available to, and pay on Executive’s behalf, the Benefits (including the full premium for COBRA continuation coverage if applicable for Executive and his eligible dependents) made generally available by the Company to its Executives for that twelve (12)-month period, to the extent permitted under applicable law and the terms of the benefit plans. The cash consideration payable pursuant to subsection (A) above shall be paid as salary continuation pay in equal monthly installments, subject to normal payroll deductions, commencing on the date that is no later than the earlier of thirty (30) days following termination or the execution of the General Release. Any Benefits shall also be paid in equal monthly installments during the Severance Period. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy. All accrued vacation and any other amounts owed to Executive as of the termination date shall be paid on the effective date of termination. (i) In addition, notwithstanding anything to the contrary contained in the stock option agreements evidencing the Option, any Subsequent Options or the Plan or in any restricted stock unit agreement evidencing any RSUs, in the case of a Change of Control where the consideration being paid is solely in cash, the Option, and any Subsequent Options and RSUs, shall fully vest and, in the case of the Option and any Subsequent Options, shall be exercisable immediately prior to such Change of Control regardless of Executive’s continued employment status. In the case of any Change of Control where the consideration is stock or a combination of stock and cash, the vesting, acceleration and exercisability provisions of the existing agreements evidencing any Option, Subsequent Options or RSUs shall continue to govern. (ii) Executive’s termination of his employment shall be for “Good Reason” if following a Change of Control the Employer (including any successor in interest) (A) terminates Executive’s employment at any time within the one year anniversary of such Change of Control (as defined below), for reasons other than for Cause, or death or disability (which will be dealt with on a case-by-case basis at the time either such event occurs); (B) Executive voluntarily terminates his employment within six (6) months of the Company’s (or any successor in interest) material reduction of Executive’s level of responsibility; or (C) Executive terminates his employment within six (6) months of the Company’s (or any successor in interest) material reduction of the Base Salary, except for any salary reduction that is generally applicable to the Company’s executives; provided that in the case of (B) and (C) above, “Good Reason” shall only be found to exist if prior to Executive’s resignation for Good Reason, the Executive has provided thirty (30) days written notice to the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible within ninety (90) days following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms existence of such Equity-Based Awards held by Executive now or Good Reason event indicating and describing the event resulting in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreementsGood Reason, and the benefits provided in Company does not cure such event within ninety (90) days following the receipt of such notice from Executive. In the event the Company fails to timely cure, Executive may resign upon expiration of the cure period. (iii) For purposes of this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation ofAgreement, the value or benefit term “Change of Control” shall mean any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.transactions:

Termination by Executive for Good Reason. In Executive’s employment pursuant to this Agreement shall terminate in the event Executive shall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. the assignment to Executive of any duties that are substantially inconsistent with or materially diminish Executive’s position prior to execution of this Agreement; c. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Company employees; d. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or e. a requirement that the Executive be based at any office or location more than 50 miles from Executive’s primary work location prior to the Effective Date of this Agreement. Provided that Executive terminates has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement under Subsections a, b, c and e, above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns his employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued no later than sixty (60) days from the termination date in a lump sum: a. (i) his salary through the date of termination, (ii) for any unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. x. xxxxxxxxx pay of (i) twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date, and (ii) a prorated portion of the current year’s target bonus amount. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to all such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits under Section 5(d) subject or relating to the terms and conditions other matters, including, but not limited to, claims relating to his status as a shareholder of the applicable plan documents and arrangements, as amended from time to timeCompany.

Termination by Executive for Good Reason. In is deleted in its entirety and replaced with the event following: Executive may terminate his employment with ProAssurance for Good Reason. For purposes of this Agreement, "Good Reason" shall constitute any of the following circumstances if they occur without the Executive's express written consent during the Term: (i) if the Board shall refuse or fail to reelect Executive to the office of Chief Executive Officer of ProAssurance or should change the duties and responsibilities of Executive in a manner that is a material diminution of the duties and responsibilities of the Chief Executive Officer under the bylaws of ProAssurance as currently in effect; (ii) ProAssurance shall require that the Executive's primary location of employment be more than 100 miles from the location of ProAssurance's principal offices as of the date of this Agreement; (iii) a material reduction in the Executive's Base Salary as set forth in Section 3.1 hereof; (iv) a material breach by ProAssurance of any provision of this Agreement; or (v) a Change of Control Transaction (as defined in Section 8.1 hereof) is completed and during the two year period following such completion, the Executive's duties and responsibilities are changed such that he no longer (A) serves as the functional Chief Executive Officer of all business operations that comprised ProAssurance immediately preceding the public announcement of the Change of Control Transaction or (B) reports directly to the board of directors of the ultimate parent of the entity surviving the Change of Control Transaction. C. Subsections (a) and (b) of Section 5.2 Severance Benefits are deleted in their entirety and replaced with the following: (a) If, (i) during the Term, ProAssurance terminates the employment of Executive for any reason other than Cause, death, Disability or Retirement, or Executive terminates his employment with the Company ProAssurance for Good Reason, and (ii) the Company shall pay Executive an amount equal signs the release form that is attached to his Base Annual Salary for this Agreement as Exhibit C (the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following "Release") within sixty (60) days after the Date of Termination but no later than 70 Termination, the Executive shall be entitled to receive Severance Benefits (herein defined). Executive understands that the payment of the Severance Benefits is subject to and conditioned upon the execution of the Release within sixty (60) days after the Date of Termination without subsequent revocation within seven (7) days after execution of the Release. Subject to the foregoing, the Severance Benefits shall be paid in cash or good funds in equal monthly installments during the Restricted Period (as defined in Section 6.1 hereof) commencing seventy-five (75) days after Date of Termination and on the first day of each successive calendar month thereafter until the first day of the last full calendar month in the Restricted Period; provided that the obligation of ProAssurance to pay such Severance Benefits to the Executive after termination of employment shall be subject to termination as herein provided in the event Executive violates the covenants under Section 7(h))6.1 hereof. There ProAssurance shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be an automatic acceleration required. Notwithstanding the foregoing, if the Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(b)(i), the vesting payment schedule for Severance Benefits shall be modified or adjusted to provide that no payments shall be made until the expiration of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 six (6) months following the Date of Termination. In the event that payments are so delayed, and a lump sum payment of the accumulated unpaid amounts attributable to the extent the provisions of this Section 7(dsix (6) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) month period shall be deemed an amendment made to Executive on the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms first day of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year seventh month following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive This six month delay shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time not apply to time, and Executive shall be entitled to all benefits under Section 5(d) any Severance Benefits which are not subject to the terms and conditions requirements of Section 409A of the applicable plan documents Code by reason of (i) their being separation pay upon an involuntary separation from service and arrangements, (ii) their otherwise meeting the requirements and limitations of the regulations under the above referenced Code section. In no event shall the aggregate amount of Severance Benefits be reduced as amended from time to timea result of such modification or adjustment.

Termination by Executive for Good Reason. In the event that Executive terminates his employment with may resign for Good Reason by providing written notice to the Company stating the basis of such resignation. Executive must give notice of the existence of the Good Reason condition(s) within sixty (60) days of the condition(s) first occurring. If the Company fails to cure the action or inaction that forms the basis of such resignation within thirty (30) days of receipt of such notice, then Executive’s employment will be terminated effective as of the last day of that thirty (30) day cure period. Upon such resignation for Good Reason, the Company shall pay to Executive an amount a lump sum in cash equal to his two times Executive’s then Base Annual Salary Salary, paid, subject to execution and non-revocation of the Release, within thirty (30) days of the termination of Executive’s employment, provided, however, if under the Release Executive is permitted more than thirty (30) days to sign and not revoke the Release, such amount shall still be paid within such thirty (30)-day period, but Executive will be required to repay the foregoing amount to the Company unless the Release is executed and becomes irrevocable within the specified period. In addition, Executive shall be entitled to receive a pro-rata portion of Executive’s target cash incentive for the year in which the termination occurs in a lump sum cash payment occurs, not to exceed 2% of Pre-Tax Operating Income, as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or set forth in the futureCitizens Financial Group, this Section 7(dInc. Performance Formulate Incentive Plan (the “162(m) shall Plan”), or such other percentage of Pre-Tax Operating Income as may be deemed an amendment to the agreement between Company and Executive setting set forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling substitute plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall which may be in addition to, and not in limitation of, effect during the value or benefit year of any Equitytermination. The pro-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary rata cash incentive award shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay to Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in cash incentive awards are paid to active employees. The foregoing payments are conditioned upon (x) there being an orderly handover by Executive of his responsibilities and (y) Executive executing and delivering to the plan receive payment but no later than March 15th Company the Release. Any additional payments will be at the sole discretion of the calendar year following the end Board or so designated sub-committee thereof. Such payments will be in lieu of the calendar year of the Date of Termination. and not in addition to any payment that may otherwise have been made to Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with pursuant to the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timethen current severance practice or plan.

Termination by Executive for Good Reason. In During the Employment Period, Executive’s employment may be terminated by Executive for Good Reason if: (x) an event or circumstance set forth in the clauses of this Section 5(e) below shall have occurred and Executive provides the Company with written notice thereof within thirty days after Executive has knowledge of the occurrence or existence of such event or circumstance, which notice shall specifically identify the event or circumstance that Executive terminates his employment with believes constitutes Good Reason; (y) the Company for Good Reason, fails to correct the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 circumstance or event so identified within thirty days after the Date receipt of such notice; and (z) Executive resigns within ninety days after the expiration of such thirty day cure period referred to in clause (y) above by providing a Notice of Termination (subject to Section 7(h))the Company. There For purposes of this Agreement, “Good Reason” shall be an automatic acceleration mean, in the absence of Executive’s prior written consent, the occurrence of any of the vesting of any Equity-Based Awards granted to Executive following: (i) a reduction by the Company that were scheduled in Executive’s Base Salary; or (ii) any (x) material reduction of the threshold, target or superior award levels applicable to vest the Executive’s annual bonus or annual equity awards contemplated by their terms within 12 months following Section 4 hereof and the Date of TerminationIncentive Compensation Program, and (as set forth in Exhibit A attached hereto), or immaterial reduction to any such award levels to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment not generally applicable to the agreement between Company other executive officers of the Company, (y) grant of any annual equity award with, or change to any existing equity award’s, vesting terms and conditions (including without limitation any terms and conditions relating to accelerated vesting) which is less favorable to Executive setting forth the terms of such awards and shall form part of such agreement. Except as than those provided for in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, this Agreement and the benefits provided Incentive Compensation Program (as set forth in this Section 7(dExhibit A attached hereto) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit (z) any material change to any material terms or conditions of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP Incentive Compensation Program (as set forth in Exhibit A attached hereto) adverse to Executive in respect of outstanding or future annual bonus for or equity awards; or (iii) a year preceding material reduction in the calendar year aggregate level of employee benefits made available to Executive when compared to the benefits made available to Executive at any time during the Employment Period, unless such reduction is applicable to senior officers of the Company generally; (iv) any removal of Executive from his position as the Chief Executive Officer (other than pursuant to a termination of Executive’s Date employment for death, Disability or Cause); or (v) the assignment to Executive of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay any duties inconsistent with Executive’s status as Chief Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis Officer of the Company and or any substantial reduction in or restriction upon the nature, status or extent of Executive’s responsibilities or authorities; or (vi) requiring Executive having fully met all performance criteria to report to any individual or body other than directly to the Board; or (financial, personal vii) the Company requiring Executive’s principal location of employment to be at any office or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on location more than 25 miles from the basis current location of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policyoffice in Dallas County, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject Texas (other than to the terms and conditions extent agreed to or requested by Executive) on the Effective Date; or (viii) a material failure of the applicable plan documents and arrangements, as amended from time Company to timecomply with the material terms of this Agreement.

Termination by Executive for Good Reason. In the event that (i) If Executive terminates his employment with the Company for Good ReasonReason then, during the Severance Period, the Company shall shall: (A) pay to Executive an amount a sum equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination twelve (subject to Section 7(h)). There shall be an automatic acceleration 12) months of the vesting of any Equity-Based Awards granted Base Salary (as then in effect); and (B) continue to make available to, and pay on Executive’s behalf, the Benefits (including the full premium for COBRA continuation coverage if applicable for Executive and his eligible dependents) made generally available by the Company to its executives for that were scheduled to vest by their terms within 12 months following the Date of Terminationtwelve (12)-month period, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company permitted under applicable law and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted benefit plans. The cash consideration payable pursuant to Executive. Executive’s unpaid Base Annual Salary subsection (A) above shall be paid through as salary continuation pay in equal monthly installments, subject to normal payroll deductions, commencing on the date that is no later than the earlier of thirty (30) days following termination or the execution of the General Release. Any Benefits shall also be paid in equal monthly installments during the Severance Period. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy. All accrued vacation and any other amounts owed to Executive as of the termination date shall be paid on the effective date of termination. (ii) In addition, notwithstanding anything to the contrary contained in the stock option agreements evidencing the Options, Subsequent Options or the Plan or in any restricted stock unit agreement evidencing the RSUs or Subsequent RSUs, in the case of a Change of Control (as defined below), all Options, Subsequent Options, RSUs and Subsequent RSUs shall fully vest and, in the case of Options and Subsequent Options, shall be exercisable immediately prior to such Change of Control regardless of Executive’s continued employment status. In the event Executive terminates his Date employment for Good Reason other than as a result of Termination a Change of Control, all Options, Subsequent Options, RSUs or Subsequent RSUs will be treated in accordance with subsection (c)(i) above. (iii) Executive’s termination of his employment shall be for “Good Reason” if following a Change of Control the Company (including any successor in interest): (A) terminates Executive’s employment at any time within the one year anniversary of such Change of Control, for reasons other than for Cause, or death or disability (which will be dealt with on a case-by-case basis at the time either such event occurs); (B) Executive voluntarily terminates his employment within six (6) months of the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year (or any successor in interest) material reduction of Executive’s Date level of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th responsibility; or (C) Executive terminates his employment within six (6) months of the calendar year following the end Company’s (or any successor in interest) material reduction of the calendar year Base Salary, except for any salary reduction that is generally applicable to the Company’s executives; provided that in the case of (B) and (C) above, “Good Reason” shall only (iv) For purposes of this Agreement, the term "Change of Control" shall mean any of the applicable AICP bonus. In addition, following transactions: (A) a merger or consolidation in which the Company shall pay Executive his award under any AICP is not the surviving entity, except for a transaction the calendar year principal purpose of his Date which is to change the state in which the Company is incorporated; (B) the sale, transfer or other disposition of Termination (a) calculated on all or substantially all of the basis assets of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on including the basis capital stock of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policysubsidiary corporations); (C) the complete liquidation or dissolution of the Company; (D) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control; or (E) the acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(damended) subject to the terms and conditions of securities possessing more than fifty percent (50%) of the applicable plan documents and arrangements, as amended from time to timetotal combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control.

Termination by Executive for Good Reason. In Executive’s employment pursuant to this Agreement shall terminate in the event Executive shall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Company employees; c. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or Provided that Executive terminates has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns his employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued no later than fourteen (14) days from the termination date in a lump sum: (i) his salary through the date of termination, (ii) for any unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. b. xxxxxxxxx pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date. c. the amount equal to to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and d. an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 6(c) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the full amount Executive would have received under Section 6(c) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder due resignation for good reason, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive or Executive’s estate (as the case may be) shall be entitled to all receive any vested benefits under Section 5(drequired to be paid by law and any vested compensation required to be paid by law. Executive shall only be entitled to such severance pay if, within thirty (30) subject days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the terms other party from claims relating directly to Executive’s employment and conditions the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of the applicable plan documents and arrangements, as amended from time to timeCompany.

Termination by Executive for Good Reason. Executive may terminate his services hereunder for Good Reason (as defined below); provided that Executive first gives the Company a written notice of his intent to terminate for Good Reason at least thirty (30) calendar days prior to the effective date of any such termination, and, if Executive has Good Reason to terminate his services hereunder, Executive’s services shall terminate upon such 30th calendar date. In the event that theevent Executive terminates his employment with the Company for Good Reason, the Company shall pay to Executive an amount equal (i) in accordance with Section 4(h) hereof, his then current accrued and unpaid Base Salary through the effective date of his termination as well as 100% of any accrued and unpaid bonus for any years preceding the year of termination (it being expressly agreed that except as hereinafter provided, Executive shall have no rights to his Base Annual Salary for receive a bonus in respect of the year in which termination occurs), (ii) in 24 equal monthly installments (with the last such installment to occur on the second anniversary of such termination), an additional amount equal to two years’ of Base Salary and Executive’s bonus for the year of termination occurs in a lump sum cash payment as soon as administratively feasible following (it being agreed that Executive’s bonus for the Date year of Termination but no later than 70 days after the Date of Termination (subject termination to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of paid under this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d4(d) shall be deemed an amendment to be equal to two years’ of Base Salary), and (iii) other benefits and payments to which Executive is then entitled hereunder or pursuant to Section 4(k). “GOOD REASON” shall mean, without the Executive’s consent, the occurrence of any of the following circumstances unless such circumstances are fully corrected prior to the agreement between expiration of the fifteen (15) calendar day period following delivery to the Company and Executive setting forth of Executive’s notice of intention to terminate his employment for Good Reason describing such circumstances in reasonable detail: (A) an adverse change in Executive’s title as CEO of the terms of such awards and shall form part of such agreement. Except as provided in the previous sentenceCompany, Executive’s rights under involuntary removal from the Board or as a non-voting member of the Executive Committee of the Board, or failure of Executive to be elected to the Board or as a non-voting member of the Executive Committee of the Board at any Equity-Based Awards time during the Term; (B) a substantial diminution in Executive’s duties, responsibilities or authority for the Company, taken as a whole (except during periods when Executive is unable to perform all or substantially all of Executive’s duties or responsibilities as a result of Executive’s illness (either physical or mental) or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided incapacity); (C) a change in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit location of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for chief executive office to a year preceding the calendar year location more than 50 miles from its current location; or (D) any other material breach of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Terminationthis Agreement. Executive shall be reimbursed deemed to have waived his rights to terminate his services hereunder for all expenses incurred and in accordance with Section 5(e); Executive circumstances constituting Good Reason if he shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject not have provided to the terms and conditions Company a notice of termination within sixty (60) calendar days immediately following his knowledge of the applicable plan documents and arrangements, as amended from time to timecircumstances constituting Good Reason.

Termination by Executive for Good Reason. In the event that Executive terminates his her employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his her Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, agreements and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his her Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his her award under any AICP for the calendar year of his her Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination by Executive for Good Reason. In the event that (i) If Executive terminates his employment with for Good Reason (as defined below) then, during the Severance Period, the Company shall (A) pay to Executive a sum equal to twelve (12) months of the Base Salary (as then in effect) and (B) continue to make available to, and pay on Executive’s behalf, the Benefits (including the full premium for COBRA continuation coverage if applicable for Executive and his eligible dependents) made generally available by the Company to its Executives for that twelve (12)-month period, to the extent permitted under applicable law and the terms of the benefit plans. The cash consideration payable pursuant to subsection (A) above shall be paid as salary continuation pay in equal monthly installments, subject to normal payroll deductions, commencing on the date that is no later than the earlier of thirty (30)) days following termination or the execution of the General Release. Any Benefits shall also be paid in equal monthly installments during the Severance Period. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy. All accrued vacation and any other amounts owed to Executive as of the termination date shall be paid on the effective date of termination. (ii) In addition, notwithstanding anything to the contrary contained in the stock option agreements evidencing such Options, Subsequent Options or the Plan or in any restricted stock unit agreement evidencing any such Subsequent RSUs, in the case of a Change of Control where the consideration being paid is solely in cash, all Options, and Subsequent Options and Subsequent RSUs shall fully vest and, in the case of Options and Subsequent Options, shall be exercisable immediately prior to such Change of Control regardless of Executive’s continued employment status. In the case of any Change of Control where the consideration is stock or a combination of stock and cash, the vesting, acceleration and exercisability provisions of the existing (iii) agreements evidencing and Options, Subsequent Options or Subsequent RSUs shall continue to govern. (iv) Executive's termination of his employment shall be for "Good Reason" if following a Change of Control the Employer (including any successor in interest) (A) terminates Executive’s employment at any time within the one year anniversary of such Change of Control (as defined below), or reasons other than for Cause, or death or disability (which will be dealt with on a case-by-case basis at the time either such event occurs); (B) Executive voluntarily terminates his employment within six (6) months of the Company's (or any successor in interest) material reduction of Executive's level of responsibility; or (C) Executive terminates his employment within six (6) months of the Company's (or any successor in interest) material reduction of the Base Salary, except for any salary reduction that is generally applicable to the Company's executives; provided that in the case of (B) and (C) above, “Good Reason” shall only be found to exist if prior to Executive’s resignation for Good Reason, the Executive has provided thirty (30) days written notice to the Company within ninety (90) days following the existence of such Good Reason event indicating and describing the event resulting in such Good Reason, and the Company does not cure such event within ninety (90) days following the receipt of such notice from Executive. In the event the Company fails to timely cure, Executive may resign upon expiration of the cure period. (v) For purposes of this Agreement, the term "Change of Control" shall pay Executive an amount equal to his Base Annual Salary for mean any of the year following transactions: (A) a merger or consolidation in which the termination occurs in Company is not the surviving entity, except for a lump sum cash payment as soon as administratively feasible following transaction the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment principal purpose of which is accelerated to change the state in which the Company is incorporated; (B) the sale, transfer or otherwise enhanced pursuant to the terms other disposition of all or substantially all of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis assets of the Company and Executive having fully met all performance criteria (financial, personal including the capital stock of the Company's subsidiary corporations); (C) the complete liquidation or otherwisedissolution of the Company; (D) for a target bonus (which will not include any multiplier that may be applicable to result reverse merger or series of related transactions culminating in a maximum bonus)reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but in which securities possessing more than fifty percent (b50%) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end total combined voting power of the calendar year Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control; or (E) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Date Securities Exchange Act of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s vacation policy, as amended from time to time, and Executive 's outstanding securities but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be entitled to all benefits under Section 5(d) subject to the terms and conditions a Change of the applicable plan documents and arrangements, as amended from time to timeControl.

Termination by Executive for Good Reason. In Executive’s employment pursuant to this Agreement shall terminate in the event Executive shall determine that there is “Good Reason” to terminate Executive’s employment, which shall mean the following: (i) Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; or (ii) The occurrence of any of the following conditions, without Executive’s consent: (A) a significant diminution in the nature or scope of Executive’s authority, title, function or duties; (B) a ten percent (10%) reduction in Executive’s base salary or a twenty-five percent (25%) reduction in Executive’s target bonus opportunity (unless such reduction is part of a Company officer-wide program to reduce expenses); (C) the Company’s requiring Executive to be based and work out of an office or location more than 50 miles from the office where Executive is currently employed; (D) any material breach of the terms of this Agreement by the Company; or (E) failure of any successor or assignee to the Company to assume this Agreement. Provided that Executive terminates his has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns Executive’s employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued no later than fourteen (14) days from the termination date in a lump sum: (i) Executive’s salary through the date of termination, (ii) for any unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. II. severance pay of nine (9) months’ worth of Executive’s salary at the rate in effect on the termination date. III. the amount equal to the cost of nine (9) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and IV. an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 5(f)(III) after all applicable withholding tax is deducted (using applicable supplemental wage withholding rates) is the full amount Executive would have received under Section 5(f)(III) if no tax withholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder due to resignation for good reason, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive or Executive’s estate (as the case may be) shall be entitled to all receive any vested benefits under Section 5(drequired to be paid by law and any vested compensation required to be paid by law. Executive shall only be entitled to such severance pay if, within thirty (30) subject days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the terms other party from claims relating directly to Executive’s employment and conditions the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to Executive’s status as a shareholder of the applicable plan documents and arrangements, as amended from time to timeCompany.

Termination by Executive for Good Reason. In the event that Executive terminates his employment with Termination by the Company Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate Executive's employment other than for Cause or Disability, or Executive shall terminate employment for Good Reason, then: (i) the Company shall pay to Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum in cash payment as soon as administratively feasible following the Date of Termination but no later than 70 within 30 days after the Date of Termination (subject to Section 7(h)). There the aggregate of the following amounts, or if elected by Executive, the following aggregate amounts shall be an automatic acceleration paid in cash to Executive in equal monthly installments over one year following the Date of Termination: A. the sum of (1) Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the average of the vesting of any Equity-Based Awards granted Annual Bonuses paid or payable to Executive by the Company that were scheduled Company, including any bonus or portion thereof which has been earned but deferred, for the two most recently completed fiscal years, if any (such amount being referred to vest by their terms within 12 months following as the "Most Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days elapsed in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the provisions sum of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or amounts described in the futureclauses (1), this Section 7(d(2), and (3) shall be deemed an amendment hereinafter referred to as the "Accrued Obligations"); and B. the amount equal to the agreement between Company and Executive setting forth the terms sum of such awards and shall form part of such agreement. Except (1) Executive's Annual Base Salary in effect as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive , and (2) the Most Recent Annual Bonus (the "Severance Payment"); provided, however, that if the Date of Termination occurs on or after a Change in Control, the Severance Payment shall be reimbursed equal to the amount equal to two times the sum of (1) Executive's Annual Base Salary in effect as of the Date of Termination, and (2) the Most Recent Annual Bonus; and (ii) for all expenses incurred and one year after the Date of Termination (or, if the Date of Termination occurs on or after a Change in accordance with Section 5(eControl, then for two years after the Date of Termination); , or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to Executive shall be paid all accrued unused vacation and/or Executive's family at least equal to those which would have been provided to them in accordance with the Company’s vacation policyWelfare Plans described in Section 5(c) of this Agreement if Executive's employment had not been terminated or, if more favorable to Executive, as amended from in effect generally at any time thereafter with respect to timeother Peer Executives and their families, provided, however, that in the event that Executive's and his family's participation in any Welfare Plans is prohibited by law or the applicable Welfare Plan, the Company shall provide Executive and his family, without further cost or expense to Executive or his family members, benefits similar to those which they would otherwise have been entitled to receive under such Welfare Plans if Executive's employment had not terminated. If Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Plans, Executive shall be entitled considered to all benefits under Section 5(dhave remained employed until one year (or, if the Date of Termination occurs on or after a Change in Control, two years) subject after the Date of Termination and to have retired on the last day of such period; and (iii) All restricted stock awards, including the Restricted Shares, granted by the Company to Executive shall become fully vested; and (iv) to the terms and conditions extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the applicable plan documents Company (such other amounts and arrangements, benefits shall be hereinafter referred to as amended from time to timethe "Other Benefits").

Termination by Executive for Good Reason. (i) If Executive terminates her employment for Good Reason (as defined below) then, during the Severance Period, the Company shall (A) pay to Executive a sum equal to twelve (12) months of the Base Salary (as then in effect) and (B) continue to make available to, and pay on Executive’s behalf, the Benefits (including the full premium for COBRA continuation coverage if applicable for Executive and her eligible dependents) made generally available by the Company to its Executives for that twelve (12)-month period, to the extent permitted under applicable law and the terms of the benefit plans. The cash consideration payable pursuant to subsection (A) above shall be paid as salary continuation pay in equal monthly installments, subject to normal payroll deductions, commencing on the date that is no later than the earlier of thirty (30)) days following termination or the execution of the General Release. Any Benefits shall also be paid in equal monthly installments during the Severance Period. All reimbursable expenses incurred up to and including the date of termination shall be submitted for payment within thirty (30) days of termination and contain all documentation required pursuant to Company policy. All accrued vacation and any other amounts owed to Executive as of the termination date shall be paid on the effective date of termination. (ii) In addition, notwithstanding anything to the contrary contained in the stock option agreements evidencing such Options, Subsequent Options or the Plan or in any restricted stock unit agreement evidencing any such Subsequent RSUs, in the case of a Change of Control where the consideration being paid is solely in cash, all Options, and Subsequent Options and Subsequent RSUs shall fully vest and, in the case of Options and Subsequent Options, shall be exercisable immediately prior to such Change of Control regardless of Executive’s continued employment status. In the case of any Change of Control where the consideration is stock or a combination of stock and cash, the vesting, acceleration and exercisability provisions of the existing agreements evidencing and Options, Subsequent Options or Subsequent RSUs shall continue to govern. (iii) Executive's termination of her employment shall be for "Good Reason" if following a Change of Control the Employer (including any successor in interest) (A) terminates Executive’s employment at any time within the one year anniversary of such Change of Control (as defined below), or reasons other than for Cause, or death or disability (which will be dealt with on a case-by-case basis at the time either such event that occurs); (B) Executive voluntarily terminates her employment within six (6) months of the Company's (or any successor in interest) material reduction of Executive's (iv) level of responsibility; or (C) Executive terminates his her employment with within six (6) months of the Company Company's (or any successor in interest) material reduction of the Base Salary, except for any salary reduction that is generally applicable to the Company's executives; provided that in the case of (B) and (C) above, “Good Reason” shall only be found to exist if prior to Executive’s resignation for Good Reason, the Executive has provided thirty (30) days written notice to the Company within ninety (90) days following the existence of such Good Reason event indicating and describing the event resulting in such Good Reason, and the Company does not cure such event within ninety (90) days following the receipt of such notice from Executive. In the event the Company fails to timely cure, Executive may resign upon expiration of the cure period. (v) For purposes of this Agreement, the term "Change of Control" shall pay Executive an amount equal to his Base Annual Salary for mean any of the year following transactions: (A) a merger or consolidation in which the termination occurs in Company is not the surviving entity, except for a lump sum cash payment as soon as administratively feasible following transaction the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment principal purpose of which is accelerated to change the state in which the Company is incorporated; (B) the sale, transfer or otherwise enhanced pursuant to the terms other disposition of all or substantially all of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis assets of the Company and Executive having fully met all performance criteria (financial, personal including the capital stock of the Company's subsidiary corporations); (C) the complete liquidation or otherwisedissolution of the Company; (D) for a target bonus (which will not include any multiplier that may be applicable to result reverse merger or series of related transactions culminating in a maximum bonus)reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but in which securities possessing more than fifty percent (b50%) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end total combined voting power of the calendar year Company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be a Change of Control; or (E) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Date Securities Exchange Act of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s vacation policy, as amended from time to time, and Executive 's outstanding securities but excluding any such transaction or series of related transactions that the Board of Directors determines shall not be entitled to all benefits under Section 5(d) subject to the terms and conditions a Change of the applicable plan documents and arrangements, as amended from time to timeControl.

Termination by Executive for Good Reason. In the event that Executive terminates may resign from and terminate his employment with the Company for Good Reason at any time upon at least ten (10) days prior written notice, provided that the Company fails to reasonably address and remedy the circumstances constituting “Good Reason” within such ten (10) day period. If Executive resigns for Good Reason, Executive shall be entitled to receive the Company Base Salary and benefits as set forth in Section 2.1 and Section 2.2(a), respectively, through the effective date of such termination, and such post termination benefits as are specified in Section 2.2(b) or 2.2(c), as applicable. If such termination occurs during the first three years of the Term, Executive shall pay Executive also be entitled to receive, as severance, upon execution of a release in the form attached as Exhibit A hereto and the expiration of any revocation period thereunder without revocation, and conditional upon Executive’s continued adherence to the post termination covenants in this Agreement, (A) an amount equal to his one year’s Base Annual Salary at the Base Salary rate in effect for Executive as of the effective date of the termination, payable in regular installments at the time salary would have been payable, provided, however, that such payments shall be deferred until the six-month anniversary of the date of Executive’s termination of employment if deferral to such anniversary date is required to comply with the provisions of Section 409A of the Internal Revenue Code, and (B) a pro rata portion of Executive’s anticipated bonus under Section 2.3 for the fiscal year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following occurs, the Date amount of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There which pro rata portion shall be an automatic acceleration of equal to (x) the vesting of any Equity-Based Awards granted to target bonus amount authorized and approved for Executive by the Company Board’s Compensation Committee for such fiscal year multiplied by (y) a fraction, the numerator of which is the number of calendar days (through and including the effective date of the termination) in such fiscal year that were scheduled to vest Executive was employed by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreementsCompany, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment denominator of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timenumber 365.

Termination by Executive for Good Reason. In the event that Executive terminates his employment may resign for “Good Reason” if, without Executive’s prior written consent, Employer: (i) assigns Executive any duties inconsistent in any respect with the Company Executive’s position as described herein (including status, offices, titles and reporting requirements, authority, duties or responsibilities) or any other action by Employer that results in a diminution in such position or in the nature and quality of Executive’s office facilities, secretarial and support assistance, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith and that is remedied by the Employer promptly after receipt of notice thereof given by the Executive; (ii) reduces Executive’s base salary or benefits from the levels of compensation and benefits in effect in the immediately preceding year, including but not limited to salary, expense allowance, vacation time or other vacation benefits, excusal from performance of duties under Employer policies or agreements (by reason of illness, disability or other factors), continuance of all Executive benefits and benefit plans and preservation of Executive’s levels of participation and benefits thereunder (including any agreement between the Employer and Executive, deferred compensation arrangement, pension or other retirement or profit-sharing plan, thrift and medical reimbursement plan, health insurance or other health or disability plan, life insurance plan, omnibus stock plan, stock option plan, stock purchase plan, stock appreciation right plan or any other Executive benefit plan or provision for fringe benefits in effect in the immediately preceding year) other than an isolated, insubstantial or inadvertent failure to provide compensation or benefits that is remedied by the Employer promptly after receipt of notice thereof given by the Executive; provided, however, that a reduction in level of annual bonus shall not be deemed to be included within the scope of this paragraph; (iii) requires the Executive to be based at any office or location other than the Employer’s principal offices within the City of Baltimore, except for travel reasonably required in the performance of the Executive’s responsibilities; or (iv) purports to terminate the Executive’s employment otherwise than as expressly contemplated in this Section 8 in the case of Good Cause, death or Disability. Before resigning for Good Reason, Executive must specify in writing to Company the nature of the act or omission that Executive deems to constitute Good Reason and, if the situation can be cured, give Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 at least 30 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms receipt of such Equity-Based Awards held by Executive now or in notice to correct the future, this Section 7(d) shall be deemed an amendment to the agreement between Company situation (and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, thus prevent Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus resignation for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonusGood Reason), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination by Executive for Good Reason. In the event that Executive terminates may terminate his employment with hereunder for Good Reason by delivery of written notice to the Company specifying the reason or reasons relied upon for such termination. If Executive's employment under this Agreement is terminated by Executive for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) the Executive's accrued base salary and accrued and unused vacation earned through the Executive's last day of employment, subject to standard deductions and withholdings. In addition, upon Executive's furnishing to the terms Company a an executed waiver and conditions release of claims (a form of which is attached hereto as Exhibit A), the Executive shall be entitled to: (i) the continuation of the applicable plan documents Executive's monthly base salary in effect at the time of termination, plus a monthly payment equal to one-twelfth (1/12) of the bonus Executive received during the preceding year less standard deductions and arrangementswithholdings, for a period of twelve (12) months (the "Good Reason Severance Period") and (ii) in the event that Executive elects continued coverage under COBRA, the Company, as amended part of this Agreement and in consideration thereof, will reimburse Executive for the same portion of Executive's COBRA health insurance premium that it paid during Executive's employment up until the earlier of either (i) the last day of the Good Reason Severance Period or, (ii) the date in which Executive begins full-time employment with another company or business entity, provided that Executive will be responsible for the same portion of the COBRA health insurance premium that Executive paid during Executive's employment with the Company. Grounds for Executive to terminate his employment for 'Good Reason" shall consist of the occurrence of any of the following events: 5.4.1 If the Company requires Executive to perform any act which is illegal, including commission of any crime involving moral turpitude, notwithstanding Executive's notice thereof to the Board; 5.4.2 If the Company is in material breach of any provision of this Agreement and the Company has not cured such breach within thirty (30) days of written notice thereof from time Executive to timethe Company; and 5.4.3 If, without Executive's prior consent, there is a substantial change in Executive's duties or responsibilities relating to his employment with the Company.

Termination by Executive for Good Reason. In Executive’s employment pursuant to this Agreement shall terminate in the event Executive shall determine that there is “Good Reason” to terminate her employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Company employees; c. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or Provided that Executive terminates his has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns her employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued no later than fourteen (14) days from the termination date in a lump sum: (i) her salary through the date of termination, (ii) for any unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. b. xxxxxxxxx xay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. c. the amount equal to to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amount of COBRA coverage in effect as of the termination date; and d. an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiums under Section 7(c) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the full amount Executive would have received under Section 7(c) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to all such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits under Section 5(d) subject or relating to the terms and conditions other matters, including, but not limited to, claims relating to her status as a shareholder of the applicable plan documents and arrangementsCompany. Upon termination of Executive’s employment due to Executive’s Resignation for Good Reason, as amended from time to timeall unvested stock options, awards, etc., shall immediately fully vest for the benefit of Executive’s estate.

Termination by Executive for Good Reason. In Executive may terminate his employment for Good Reason by giving thirty (30) days written notice to the event that Company’s Vice President of Human Resources or similar officer specifying in reasonable detail the basis for the Good Reason and provided such alleged Good Reason is not cured by the Company within the thirty (30) day notice period. If Executive terminates his employment with for Good Reason under this section, after Executive signs a general release substantially in the form of the general release attached hereto as Exhibit C which has become irrevocable, the Company will pay Executive a severance consisting of a continuation of Executive’s base salary for a nine (9) month period commencing on the first normal payroll date that is at least 60 days after Executive’s termination of employment, subject to applicable payroll deductions, plus the payment set forth in the last two sentences of Section 9 above. Executive will be provided, at most, sixty (60) days to consider whether to sign such release. Such severance payments shall cease, and no further severance obligation will be owed, in the event Executive obtains other equivalent employment during the severance period. Such payments shall be Executive’s sole and exclusive remedy in the event of a termination of this Agreement by Executive for Good Reason. Notwithstanding anything else herein contained, in the event of a termination of employment by Executive for Good Reason under this Section 15, all stock options and restricted stock (including the Restricted Stock awarded pursuant to Section 8 above) held by Executive shall continue to vest in accordance with their terms during the period in which Executive provides consulting services set forth in Exhibit A hereto. Good Reason shall be defined as: (1) A material diminution in Executive’s authority, duties, or responsibilities, including a requirement that Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors. However, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive appointment by the Company that were scheduled of a new Chief Executive Officer prior to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year Term of Employment and Executive’s continued employment in the capacity as an advisor to the Board of Directors or the new Chief Executive Officer to help with transition matters as set forth in Section 2 shall not be considered a material diminution in Executive’s authority, duties, or responsibilities hereunder. (2) A change in the geographic location at which the Employee must perform services hereunder of more than fifty (50) miles. (3) Any other action or inaction that constitutes a material breach by the Company of this Agreement. For Good Reason to exist with respect to items above, Executive must provide notice to the Company of the applicable AICP bonus. In additionexistence of any of the foregoing conditions within sixty (60) days of the initial existence of the condition, and the Company shall pay Executive his award under any AICP for upon such notice have a period of thirty (30) days during which it may remedy the calendar year of his Date of Termination condition (a) calculated on the basis and upon such remedy Good Reason shall not be deemed to have existed).” 11. Section 16 of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable Prior Agreement is hereby amended to result read in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, its entirety as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.follows:

Termination by Executive for Good Reason. In the event that Executive terminates may resign from and terminate his employment with the Company for Good Reason at any time upon at least ten (10) days prior written notice, provided that the Company fails to reasonably address and remedy the circumstances constituting "Good Reason" within such ten (10) day period. If Executive resigns for Good Reason, Executive shall be entitled to receive the Company Base Salary and benefits as set forth in Section 2.1 and Section 2.2(a), respectively, through the effective date of such termination, and such post termination benefits as are specified in Section 2.2(b) or 2.2(c), as applicable. If such termination occurs during the first three years of the Term, Executive shall pay Executive also be entitled to receive, as severance, upon execution of a release in the form attached as Exhibit A hereto and the expiration of any revocation period thereunder without revocation, and conditional upon Executive’s continued adherence to the post termination covenants in this Agreement, (A) an amount equal to his one year's Base Annual Salary at the Base Salary rate in effect for Executive as of the effective date of the termination, payable in regular installments at the time salary would have been payable, provided, however, that such payments shall be deferred until the six-month anniversary of the date of Executive's termination of employment if deferral to such anniversary date is required to comply with the provisions of Section 409A of the Internal Revenue Code, and (B) a pro rata portion of Executive's anticipated bonus under Section 2.3 for the fiscal year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following occurs, the Date amount of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There which pro rata portion shall be an automatic acceleration of equal to (x) the vesting of any Equity-Based Awards granted to target bonus amount authorized and approved for Executive by the Company Board’s Compensation Committee for such fiscal year multiplied by (y) a fraction, the numerator of which is the number of calendar days (through and including the effective date of the termination) in such fiscal year that were scheduled to vest Executive was employed by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreementsCompany, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment denominator of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timenumber 365.

Termination by Executive for Good Reason. Executive may terminate his services hereunder for Good Reason (as defined below); provided that Executive first gives the Company a written notice of his intent to terminate for Good Reason at least thirty (30) calendar days prior to the effective date of any such termination, and, if Executive has Good Reason to terminate his services hereunder, Executive’s services shall terminate upon such 30th calendar date. In the event that Executive terminates his employment with the Company for Good Reason, the Company shall pay or provide Executive with the following: (i) his then current accrued and unpaid Base Salary through his date of termination as well as 100% of any accrued and unpaid bonus for any years preceding the year of termination, payable as set forth in Section 4(h), (ii) an additional, lump-sum cash amount equal to his two times the sum of Executive’s Base Annual Salary and Executive’s “Bonus Level” (it being agreed that Executive’s Bonus Level shall be deemed to be equal to two years’ of Base Salary), payable on the sixtieth (60th) day following termination, subject to the provisions of Section 20(b) hereof; provided, that payment in a lump-sum cash amount shall be effective January 1, 2009, and upon any termination theretofore the amounts shall be paid as provided in Executive’s previous employment agreement with the Company, subject to the provisions of Section 20(b) hereof, (iii) a pro rata bonus payment for the year of termination based on actual results, payable in which the year following such termination occurs at such time bonuses are paid to the Company’s other senior executives (based on the number of months worked in a lump sum cash payment as soon as administratively feasible following the Date applicable fiscal year of Termination but no later than 70 days after the Date of Termination Company), (iv) the 2008 SARs shall become vested and exercisable subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus)SAR Award Agreements, (bv) paid on the basis of a deemed 12-month calendar year participation 2000 XXXx described in the plan, and (cSection 3(i)(B) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive hereof shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation become vested in accordance with the Company’s vacation policyRSU Award Agreement, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d(vi) subject to Section 20(b) hereof, if on the terms and conditions date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the applicable plan documents and arrangementsCommon Shares or if the Company determines, as amended from time to time.upon the advice of legal counsel, that on the effective date of such termination Executive may not trade in the Common Shares

Termination by Executive for Good Reason. In Executive’s employment pursuant to this Agreement shall terminate in the event Executive shall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. the assignment to Executive of any duties that are substantially inconsistent with or materially diminish Executive’s position prior to execution of this Agreement; c. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Company employees; d. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or e. a requirement that the Executive be based at any office or location more than 50 miles from Executive’s primary work location prior to the Effective Date of this Agreement. Provided that Executive terminates has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement under Subsections a, b, c and e, above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns his employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued no later than sixty (60) days from the termination date in a lump sum: a. (i) his salary through the date of termination, (ii) for any unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. x. xxxxxxxxx pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to all such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits under Section 5(d) subject or relating to the terms and conditions other matters, including, but not limited to, claims relating to his status as a shareholder of the applicable plan documents and arrangements, as amended from time to timeCompany.

Termination by Executive for Good Reason. In Executive shall have the event that Executive terminates his employment with right (unless the Company shall have theretofore terminated Executive’s employment pursuant to any other provision of this Agreement) to terminate Executive’s employment at any time for Good ReasonReason (as hereinafter defined) by giving at least thirty (30) days' prior written notice to the Company; provided that: (i) on receipt of such notice, the Company shall pay Executive an amount equal have the right, by notice to his Base Annual Salary for the year in which Executive, to cause the termination occurs in a lump sum cash payment as soon as administratively feasible following pursuant to this Section 6(f) to be effective at any earlier date within such thirty (30) day period, and (ii) the Date of Termination but no later than 70 days after Company shall nevertheless have the Date of Termination (subject right and power to terminate Executive’s employment for Cause pursuant to Section 7(h6(a) during such thirty (30) day period, which right shall not be limited or otherwise affected by any action taken by Executive pursuant to this Section 6(f)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by , and if the Company that were scheduled terminates Executive’s employment pursuant to vest by their terms within 12 months following the Date Section 6(a) during such thirty (30) day period, Executive’s notice of Termination, and termination pursuant to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d6(f) shall be deemed an amendment void and of no effect. On termination pursuant to the agreement between Company and this Section 6(f), Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according entitled to Salary for a period of six (6) months from the controlling plan documents and award agreements, and the benefits provided Termination Date (payable in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination installments in accordance with the Company’s normal customary payroll practices. Any unpaid AICP bonus procedure for its other executives and less applicable federal, state and local income tax, withholding and other payroll taxes), plus credit for any vacation accrued (on a year preceding time apportioned basis through the calendar year Termination Date) but not taken, reimbursement for expenses properly reimbursable but not previously reimbursed through the Termination Date, and Executive benefits to which Executive is entitled as of the Termination Date as expressly provided in Benefit Plans in which Executive participates, and all of Executive’s Date of Termination stock options referenced in Section 5(b) above and any other stock options or equity awards granted to Executive shall become immediately and fully vested, but Executive shall not be paid when the AICP bonus for entitled to any other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, severance compensation or any other Executive benefits and the Company shall pay have no further obligation to Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timethis Agreement.

Termination by Executive for Good Reason. In It is expressly acknowledged and agreed that if Executive’s employment shall be terminated because the event that Executive terminates his employment with the Company resigns for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration then all of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights obligations under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid Sections 1 through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis 5 of the Company and Executive having fully met all performance criteria shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company: (financiali) an amount equal to the unpaid portion of Executive’s Current Base Salary earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus, personal or otherwise) if any, for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th completed portion of the calendar year following current annual pay period where the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and total Annual Management Bonus is determined in accordance with Section 5(e); 5.2; (iii) an amount equal to the value of Executive’s vacation pay accrued as of the Termination Date; (iv) one (1) year’s Current Base Salary as severance in pay continuation. Payment will be made in bi-weekly payments during the Initial Salary Continuation Period; (v) during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a participant at the Termination Date. The Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period; (vi) if the Executive has not found full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be paid all accrued unused vacation made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive’s rights under the Total Salary Continuation Period shall not be offset by income earned from consulting fees with the Company’s vacation policy, as amended by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time to time, employment with another business entity; and (vii) any and Executive all payment by the Company under this Agreement are and shall be entitled to specifically conditioned upon full compliance by the Executive with all benefits under Section 5(d) subject to the terms and conditions elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable plan documents and arrangements, as amended from time to timeprovisions of this Agreement.

Termination by Executive for Good Reason. In the event that Executive terminates his employment with the Company Employer for Good Reason, the Company shall pay Executive an amount equal to one (1) times his Base Annual Salary for the year in which the termination occurs in a cash lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after March 15th following the Date calendar year of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s 's rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, agreements and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s his unpaid Base Annual Salary shall be paid through his to the Date of Termination in accordance with the Company’s 's normal payroll practices. Any unpaid AICP STIP bonus for a year preceding the calendar year of Executive’s 's Date of Termination shall be paid when the AICP STIP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP STIP bonus. In addition, the The Company shall pay Executive his the Executive's award under any AICP STIP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all individual performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed twelve (12-) month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following after the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e5(f); Executive shall be paid all accrued unused vacation in accordance with the Company’s 's vacation policy, as amended from time to time, time and Executive shall be entitled to all benefits under Section 5(d5(e) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination by Executive for Good Reason. Executive may terminate his employment hereunder for Good Reason in accordance with this Section 7(f) (“Termination for Good Reason”). For purposes of this Agreement, Good Reason shall mean (i) material reduction in the position or responsibilities of Executive; or (ii) a reduction in Executive’s Base Salary. For purposes of this Agreement, Good Reason shall not include notice to Executive that Executive’s employment shall terminate upon the Term of this Agreement. It shall be condition precedent to the Executive’s right to terminate his employment for Good Reason that (1) the Executive shall first have given the Company 15 days advance written notice stating with specificity the reason for the termination (“breach”) and (2) if such breach is susceptible of cure or remedy, the Company shall fail to effectively cure or remedy such breach prior to the expiration of such 15 day period. In the event that Executive terminates his employment with the Company of a Termination for Good Reason, provided Executive signs a legal release prepared by the Company Company, Executive shall pay Executive an receive (i) all accrued but unpaid Base Salary and benefits through the date of such termination plus a prorated amount equal to his Base Annual Salary of Executive’s MIP target bonus for the then current fiscal year prorated as a percentage of the number of calendar weeks worked in which the termination occurs in then current fiscal year, (ii) a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 payable within thirty (30) days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted termination date equal to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms 50% of the LTIP or agreement heretofore or hereafter adopted between Executive and annual Base Salary rate in effect on the Company regarding Equity-Based Awards granted termination date plus an amount equal to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year 50% of Executive’s Date of Termination shall be paid when the AICP MIP target bonus for other participants is paid but the then current fiscal year and (iii) continued enrollment in no event later than March 15th of the calendar year following the Company medical and dental plans until end of Restricted Period at the calendar year same terms and conditions (including contributions required by Executive for such benefits) as existed immediately prior to Executive’s termination. Any rights to any other compensation or benefits under this Agreement shall cease as of the applicable AICP bonussuch date. In additionOther than such benefits and compensation, the Company shall pay have no obligation or liability to Executive his award for compensation or benefits by reason of such termination, including, but not limited to, any compensation or benefits under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of salary continuation policy or plan the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject adopted prior to the terms and conditions date of the applicable plan documents and arrangements, as amended from time to timethis Agreement.

Termination by Executive for Good Reason. In a. The Executive at all times shall have the event right, upon fifteen (15) calendar days written notice to the Company, to terminate the Term of Employment for any reason, except that termination for Good Reason (defined below in Section 5.5(c)) shall be handled pursuant to Section 5.5 (b). Upon termination of the Term of Employment pursuant to this Section 5.5(a) by the Executive, the Company shall (i) pay to the Executive terminates his any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive her accrued but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company. b. Upon termination of the Term of Employment pursuant to this Section 5.5(b) by the Executive for Good Reason (defined below), the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive any accrued but unpaid Performance Bonus, if any, for the fiscal year ending prior to the effective date of termination of the Executive’s employment with the Company. Subject to Section 5.7 below, the Company further shall pay to the Executive the equivalent of six (6) months of Executive's Base Salary as of the effective date of termination in the form of a lump-sum payment, less applicable taxes and withholdings, on the next regularly scheduled payroll date following the Effective Date of the Release described in Section 5.7 below; and reimburse the Executive for the monthly COBRA premium paid by the Executive for herself and her dependents for six (6) months following the effective date of termination (“Severance Benefits”). The Company shall have no further liability hereunder (other than for reimbursement for actual and reasonable business expenses incurred prior to the effective date of termination; subject, however, to the provisions of Section 4.1. c. For purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of duties and responsibilities inconsistent with the Executive's Section 16 officer position as the Company’s CMO (including titles and reporting requirements, authority, duties or responsibilities as provided by Section 1 of this Agreement), or other action by the Company which results in an actual diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken by the Company in bad faith and which the Company remedies promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Company to comply with the provisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure by the Company not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided however, that in order to effect resignation for Good Reason all of the following additionally must occur: (x) Executive must provide the Company with written notice within the sixty (60)- calendar day period following the event(s) giving rise to Executive’s intent voluntarily to resign her employment from the Company for Good Reason, ; (y) such event is not remedied by the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible within thirty (30) calendar days following the Date Company’s receipt of Termination but no such written notice; and (z) Executive’s resignation is effective not later than 70 thirty (30) calendar days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms expiration of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination thirty (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time30)-calendar day cure period.

Termination by Executive for Good Reason. Executive may terminate his services hereunder for Good Reason (as defined below); provided that Executive first gives the Company a written notice of his intent to terminate for Good Reason at least thirty (30) calendar days prior to the effective date of any such termination, and, if Executive has Good Reason to terminate his services hereunder, Executive’s services shall terminate upon such 30th calendar date. In the event that Executive terminates his employment with the Company for Good Reason, the Company shall pay or provide Executive with the following: (i) his then current accrued and unpaid Base Salary through his date of termination as well as 100% of any accrued and unpaid bonus for any years preceding the year of termination, payable as set forth in Section 4(h), (ii) an additional, lump-sum cash amount equal to his two times the sum of Executive’s Base Annual Salary and Executive’s “Bonus Level” (it being agreed that Executive’s Bonus Level shall be deemed to be equal to two years’ of Base Salary), payable on the sixtieth (60th) day following termination, subject to the provisions of Section 20(b) hereof; provided, that payment in a lump-sum cash amount shall be effective January 1, 2009, and upon any termination theretofore the amounts shall be paid as provided in Executive’s previous employment agreement with the Company, subject to the provisions of Section 20(b) hereof, (iii) a pro rata bonus payment for the year of termination based on actual results, payable in which the year following such termination occurs at such time bonuses are paid to the Company’s other senior executives (based on the number of months worked in a lump sum cash payment as soon as administratively feasible following the Date applicable fiscal year of Termination but no later than 70 days after the Date of Termination Company), (iv) the 2008 SARs shall become vested and exercisable subject to and in accordance with the SAR Award Agreements, (v) the 0000 XXXx described in Section 3(i)(B) hereof shall become vested in accordance with the RSU Award Agreement, (vi) subject to Section 7(h)). There shall 20(b) hereof, if on the date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Common Shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not trade in the Common Shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, Executive will be paid an automatic acceleration of additional lump sum amount equal to $250,000 at the vesting of any Equity-Based Awards granted same time and on the same basis as the amount in clause (ii) above is paid, (vii) outplacement services for up to Executive six (6) months by a provider selected and paid for by the Company that were scheduled in an amount not to vest exceed $20,000 (the “Outplacement Services”), (viii) the retiree medical benefits described in Section 3(h) hereof without regard to whether Executive has been employed by their terms within 12 months the Company for at least four years following the Date of TerminationEffective Date, and (ix) other benefits and payments to which Executive is then entitled hereunder in accordance with the extent the provisions of this terms hereof or pursuant to Section 7(d4(k) change in accordance with the terms of such Equity-Based Awards held by Executive now plan or in arrangement. For purposes hereof, the futureterm “Good Reason” shall mean, this Section 7(d) shall be deemed an amendment without the Executive’s consent, the occurrence of any of the following circumstances unless such circumstances are fully corrected prior to the agreement between expiration of the thirty (30) calendar day period following delivery to the Company and of Executive’s notice of intention to terminate his employment for Good Reason describing such circumstances in reasonable detail: (A) an adverse change in Executive’s title as CEO of the Company or Parent, Executive’s involuntary removal from the Board of Directors of Parent, or the failure of Executive setting forth to be nominated for the terms Board of such awards and shall form part Directors of such agreement. Except Parent as provided in Section 2(a) or elected to the previous sentence, Board of Directors of Parent at any time he is nominated for election; (B) a substantial diminution in Executive’s rights under any Equity-Based Awards duties, responsibilities or authority for the Company, taken as a whole (except during periods when Executive is unable to perform all or substantially all of Executive’s duties or responsibilities as a result of Executive’s illness (either physical or mental) or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided incapacity); (C) a change in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit location of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for chief executive office to a year preceding location more than 50 miles from its current location; (D) any other material breach of this Agreement by the calendar year of Executive’s Date of Termination shall be paid when Company; or (E) the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under failure by any AICP for the calendar year of his Date of Termination (a) calculated on the basis successor of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result assume in a maximum bonus), (b) paid on writing the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of TerminationCompany’s obligations under this Agreement. Executive shall be reimbursed deemed to have waived his rights to terminate his services hereunder for all expenses incurred and in accordance with Section 5(e); Executive circumstances constituting Good Reason if he shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject not have provided to the terms and conditions Company a notice of termination within sixty (60) calendar days immediately following his knowledge of the applicable plan documents and arrangements, as amended from time to timecircumstances constituting Good Reason.

Termination by Executive for Good Reason. In a. The Executive shall at all times have the event that right, upon fifteen (15) days written notice to the Company, to terminate the Term of Employment. Upon termination of the Term of Employment pursuant to this Section 5.5(a) by the Executive, the Company shall (i) pay to the Executive terminates any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive his accrued but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company Company. b. Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive for Good Reason, the Company shall (i) pay to the Executive an amount equal any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to his Base Annual Salary the Executive the accrued but unpaid Performance Bonus, if any, for the year in which any Bonus Period ending on or before the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance employment with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionSubject to Section 5.7 below, the Company shall pay to the Executive in a the equivalent of twelve (12) months of Executive's Base Salary in the form of salary continuation commencing on the first regularly scheduled payroll date following the effective date of the Release described in Section 5.7 below, reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his award under dependents for twelve (12) months following the effective date of termination and accelerated vesting of any AICP unvested Initial Vesting Period stock options, calculated on a pro-rata basis from the Effective Date through the effective date of termination (“Severance Benefits”). The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). c. For purposes of his Date this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of Termination any duties inconsistent in any respect with the Executive's position (aincluding status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) calculated on any failure by the basis Company to comply with any of the provisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company and promptly after receipt of notice thereof given by the Executive; or (iii) relocation of Executive’s primary place of work to a location that is more than thirty (30) miles from its current business office at 0000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx; provided however, that (1) business travel required for Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will to perform the obligations he has under this Agreement shall not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, constitute Good Reason; and (c2) payable at the same time other participants in the plan receive payment but no later than March 15th order to effect resignation for Good Reason all of the calendar year following must occur: (x) Executive must provide the Company with written notice within the sixty-day period following the end of the calendar year of the Date of Termination. Executive shall be reimbursed event(s) giving rise to Executive’s intent to voluntarily resign his employment for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with Good Reason (y) such event is not remedied by within thirty (30) days following the Company’s vacation policy, as amended from time to time, receipt of such written notice; and Executive shall be entitled to all benefits under Section 5(d(z) subject to Executive’s resignation is effective not later than thirty (30) days after the terms and conditions expiration of the applicable plan documents and arrangements, as amended from time to timesuch thirty (30) day cure period.

Termination by Executive for Good Reason. In Executive’s employment pursuant to this Agreement shall terminate in the event Executive shall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. the assignment to Executive of any duties that are substantially inconsistent with or materially diminish Executive’s position prior to execution of this Agreement; c. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Company employees; d. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or e. a requirement that the Executive be based at any office or location more than 50 miles from Executive’s primary work location prior to the Effective Date of this Agreement. Provided that Executive terminates has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement under Subsections a, b, c and e, above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns his employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued no later than sixty (60) days from the termination date in a lump sum: a. (i) his salary through the date of termination, (ii) for any unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. x. xxxxxxxxx pay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to all such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits under Section 5(d) subject or relating to the terms and conditions other matters, including, but not limited to, claims relating to his status as a shareholder of the applicable plan documents and arrangements, as amended from time to timeCompany.

Termination by Executive for Good Reason. Executive may terminate his services hereunder for Good Reason (as defined below); provided that Executive first gives the Company a written notice of his intent to terminate for Good Reason at least thirty (30) calendar days prior to the effective date of any such termination, and, if Executive has Good Reason to terminate his services hereunder, Executive’s services shall terminate upon such 30th calendar date. In the event that Executive terminates his employment with the Company for Good Reason, the Company shall pay or provide Executive with the following: (i) his then current accrued and unpaid Base Salary through his date of termination as well as 100% of any accrued and unpaid bonus for any years preceding the year of termination, payable as set forth in Section 4(h), (ii) an additional, lump-sum cash amount equal to his two times the sum of Executive’s Base Annual Salary and Executive’s “Bonus Level” (it being agreed that Executive’s Bonus Level shall be deemed to be equal to two years’ of Base Salary), payable on the sixtieth (60th) day following termination, subject to the provisions of Section 20(b) hereof; provided, that payment in a lump-sum cash amount shall be effective January 1, 2009, and upon any termination theretofore the amounts shall be paid as provided in Executive’s previous employment agreement with the Company, subject to the provisions of Section 20(b) hereof, (iii) a pro rata bonus payment for the year of termination based on actual results, payable in which the year following such termination occurs at such time bonuses are paid to the Company’s other senior executives (based on the number of months worked in a lump sum cash payment as soon as administratively feasible following the Date applicable fiscal year of Termination but no later than 70 days after the Date of Termination Company), (iv) the 2008 SARs shall become vested and exercisable subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus)SAR Award Agreements, (bv) paid on the basis of a deemed 12-month calendar year participation 0000 XXXx described in the plan, and (cSection 3(i)(B) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive hereof shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation become vested in accordance with the Company’s vacation policyRSU Award Agreement, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d(vi) subject to Section 20(b) hereof, if on the terms and conditions date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the applicable plan documents and arrangementsCommon Shares or if the Company determines, as amended from time to time.upon the advice of legal counsel, that on the effective date of such termination Executive may not trade in the Common Shares

Termination by Executive for Good Reason. In It is expressly acknowledged and agreed that if Executive’s employment shall be terminated because the event that Executive terminates his employment with the Company resigns for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration then all of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights obligations under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid Sections 1 through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis 5 of the Company and Executive having fully met all performance criteria shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company: (financiali) an amount equal to the unpaid portion of Executive’s Current Base Salary earned through the Termination Date; (ii) an amount equal to the unpaid portion of Executive’s Annual Performance Incentive for the fiscal year that includes the Executive’s Termination Date (and to the extent earned but unpaid, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonusthe completed fiscal year immediately preceding the Executive’s Termination Date), (b) paid on determined in accordance with Section 5.2, prorated for the basis number of a deemed 12-month calendar year participation days that Executive is actually employed by the Company in the plansuch fiscal year, and (c) payable at the same time that payment of annual performance incentives are paid to other participants senior executives of the Company; (iii) an amount equal to the value of Executive’s accrued but unused vacation as of the Termination Date; (iv) one (1) year’s Current Base Salary as severance in pay continuation. Payment will be made in bi-weekly payments during the Initial Salary Continuation Period; (v) during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a participant at the Termination Date. The Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period. The period of coverage for purposes of the Executive’s COBRA continuation coverage will run concurrently with the Total Salary Continuation Period; (vi) if the Executive has not found full-time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan receive payment but no later than March on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be made on the 15th of the calendar year following month commencing with the end last month of the calendar year of the Date of TerminationInitial Salary Continuation Period and monthly thereafter as applicable. Executive Notice shall be reimbursed for all expenses incurred and made in accordance with Section 5(e); 13 of this Agreement. Payments to Executive during the Total Salary Continuation Period shall be paid all accrued unused vacation in accordance reduced by the amount of income earned by Executive from employment or consulting arrangements with the Company’s vacation policy, as amended from time to time, and any other person or business entity; and (vii) Executive shall be entitled to receive outplacement services from the Company’s outplacement provider for the six (6) month period following the Executive’s Termination Date. Any and all benefits payments by the Company under Section 5(d) subject to this Agreement are and shall be specifically conditioned upon full compliance by the terms and conditions Executive with all elements of the Non-Competition Agreement and the other applicable plan documents and arrangements, as amended from time to timeprovisions of this Agreement.

Termination by Executive for Good Reason. In the event that Executive terminates may terminate his employment for Good Reason upon providing Wolverine at least ninety (90) days advance written notice. Upon such termination, Wolverine shall provide Executive with the Company for Good Reason, following: (i) Continued payment of the Company shall pay Executive an amount equal to his Executive’s Base Annual Salary for the year remainder of the Employment Term, payable in which substantially equal installments in accordance with Wolverine’s normal payroll practices; provided however, in the termination occurs in a lump sum cash payment as soon as administratively feasible following event such continuation of the Date of Termination but no later than 70 days after the Date of Termination (Executive Base Salary is considered deferred compensation subject to Section 7(h)). There shall be an automatic acceleration 409A of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company Code and Executive setting forth is a “specified employee” within the terms meaning of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms 409A of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination Code (as determined in accordance with the Companymethodology established by Wolverine as in effect on the date of termination), the continued payment of the Executive’s normal payroll practicesBase Salary under this Section 4(c)(i) shall be delayed until the first business day after the date that is six (6) months following Executive’s “separation from service” within the meaning of Section 409A of the Code at which time all payments so-delayed shall be provided to the Executive in one lump sum. (ii) Subject to Section 7 below, all stock options granted by Wolverine and held by Executive as of the date of such termination, to the extent not already vested by their terms, shall become immediately vested and exercisable as of the effective date of such termination. Any unpaid AICP bonus The value, if any, attributable to the acceleration of vesting of such stock options that constitutes a parachute payment to Executive under Sections 208G or 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), as determined under Section 7 of this Agreement is referred to herein as the “Option Parachute Value.” (iii) Health insurance benefits for a year preceding period of eighteen (18) months following the calendar year effective date of such termination under the same or similar arrangement(s) and plan(s) as Executive’s Date health insurance arrangement(s) and plan(s) in effect at the time of Termination such termination. (iv) The Accrued Obligations. (v) Any remaining unpaid installments of the Signing Bonus described in Section 2(b) shall be paid when to the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result dates set forth in a maximum bonusSection 2(b), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination by Executive for Good Reason. In a. At all times, the event that Executive terminates shall have the right, upon fifteen (15) days written notice to the Company, to terminate the Term of Employment. Upon termination of the Term of Employment pursuant to this Section 5.5(a) by the Executive, the Company shall (i) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive his accrued but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company Company. b. Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive for Good Reason, the Company shall (i) pay to the Executive an amount equal any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to his Base Annual Salary the Executive the accrued and/or pro-rated but unpaid Performance Bonus, if any, for the year in which any Bonus Period ending on or before the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance employment with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionSubject to Section 5.7 below, the Company shall pay to the Executive the equivalent of six (6) months of Executive's Base Salary in the form of salary continuation commencing on the first regularly scheduled payroll date following the effective date of the Release described in Section 5.7 below and reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his award under any AICP dependents for six (6) months following the effective date of termination (“Severance Benefits”). The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). c. For purposes of his Date this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of Termination any duties inconsistent in any respect with the Executive's position (aincluding status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) calculated on any failure by the basis Company to comply with any of the provisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company and promptly after receipt of notice thereof given by the Executive; provided however, that in order to effect resignation for Good Reason all of the following must occur: (i) Executive having fully met all performance criteria must provide the Company with written notice within a sixty-day period following the event(s) giving rise to Executive’s intent to voluntarily resign his employment for Good Reason (financial, personal or otherwiseii) for a target bonus such event is not remedied by Company within thirty (which will not include any multiplier that may be applicable to result in a maximum bonus), (b30) paid on days following the basis Company’s receipt of a deemed 12-month calendar year participation in the plan, such written notice; and (ciii) payable at the same time other participants in the plan receive payment but Executive’s resignation is effective no later than March 15th thirty (30) days after the expiration of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timesuch thirty (30)-day cure period.

Termination by Executive for Good Reason. In a. The Executive shall at all times have the event that right, upon fifteen (15) days written notice to the Company, to terminate the Term of Employment. Upon termination of the Term of Employment pursuant to this Section 5.5(a) by the Executive, the Company shall (i) pay to the Executive terminates any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to the Executive his accrued but unpaid Performance Bonus, if any, for any Bonus Period ending on or before the termination of Executive’s employment with the Company Company. b. Upon termination of the Term of Employment pursuant to this Section 5.5 by the Executive for Good Reason, the Company shall (i) pay to the Executive an amount equal any unpaid Base Salary through the effective date of termination specified in such notice; and (ii) pay to his Base Annual Salary the Executive the accrued but unpaid Performance Bonus, if any, for the year in which any Bonus Period ending on or before the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance employment with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In additionSubject to Section 5.7 below, the Company shall pay to the Executive in a the equivalent of six (6) months of Executive's Base Salary in the form of salary continuation commencing on the first regularly scheduled payroll date following the effective date of the Release described in Section 5.7 below, reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his award under dependents for six (6) months following the effective date of termination and accelerated vesting of any AICP unvested Initial Vesting Period stock options, calculated on a pro-rata basis from the Effective Date through the effective date of termination (“Severance Benefits”). The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs). c. For purposes of his Date this Agreement, “Good Reason” shall mean (i) the assignment to the Executive of Termination any duties inconsistent in any respect with the Executive's position (aincluding status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) calculated on any failure by the basis Company to comply with any of the provisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company and Executive having fully met promptly after receipt of notice thereof given by the Executive; provided however, that in order to effect resignation for Good Reason all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following must occur: (x) Executive must provide the Company with written notice within the sixty-day period following the end of the calendar year of the Date of Termination. Executive shall be reimbursed event(s) giving rise to Executive’s intent to voluntarily resign his employment for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with Good Reason (y) such event is not remedied by within thirty (30) days following the Company’s vacation policy, as amended from time to time, receipt of such written notice; and Executive shall be entitled to all benefits under Section 5(d(z) subject to Executive’s resignation is effective not later than thirty (30) days after the terms and conditions expiration of the applicable plan documents and arrangements, as amended from time to timesuch thirty (30) day cure period.

Termination by Executive for Good Reason. In the event that Executive terminates his employment with the Company for Good Reason, the Company shall pay Executive an amount equal to two (2) times his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreementsagreements , and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time.

Termination by Executive for Good Reason. In Executive’s employment pursuant to this Agreement shall terminate in the event Executive shall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. the assignment to Executive of any duties that are substantially inconsistent with or materially diminish Executive’s position prior to execution of this Agreement; c. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Company employees; d. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or e. a requirement that the Executive be based at any office or location more than 50 miles from Executive’s primary work location prior to the Effective Date of this Agreement. Provided that Executive terminates has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement under Subsections a, b, c and e, above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment, reduction or requirement. If Executive resigns his employment with the Company for Good Reason, the Company shall pay Executive an amount equal to his Base Annual Salary for the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued no later than sixty (60) days from the termination date in a lump sum: (i) his salary through the date of termination, (ii) for any unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. b. xxxxxxxxx pay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation. Executive shall only be entitled to all such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits under Section 5(d) subject or relating to the terms and conditions other matters, including, but not limited to, claims relating to his status as a shareholder of the applicable plan documents and arrangements, as amended from time to timeCompany.

Termination by Executive for Good Reason. In Executive’s employment pursuant to this Agreement may be terminated by Executive prior to the expiration of the Term in the event Executive has a “Good Reason” to terminate his employment, which shall mean the following: (i) Any material adverse change in Executive’s status or position, including, without limitation, any material adverse change in Executive’s status or position as a result of a diminution in Executive’s position, duties, responsibilities or authority or the assignment to Executive of any duties or responsibilities which are inconsistent with Executive’s status or position, or any removal of Executive from or any failure to reappoint or reelect Executive to such positions, it being understood that Executive’s not holding the positions of President, Chief Executive terminates Officer and Chairman of the Board, at any time and for any reason without the Executive’s written consent will constitute Good Reason hereunder; or (ii) The failure of the Board to continue to maintain Executive as Chairman of the Board at all times during the Term; or (iii) The failure of the Board to nominate Executive for reelection to the Board and recommend to the Company’s stockholders that they vote in favor of Executive’s reelection to the Board upon expiration of Executive’s term on the Board at any time during the Term; or (iv) A reduction in Executive’s annual Base Salary as the same may be increased from time to time or failure to pay same; or (v) A reduction in the Target Bonus which could be paid to Executive under the Bonus Plan below 100% of Executive’s Base Salary or a failure to pay when due any Earned Bonus (including, without limitation, the guaranteed bonus for the fiscal year ending June 30, 2005 under Section 4(c) hereof), provided however, that the Company’s failure to actually award any bonus to Executive, or the Company’s actually awarding a bonus to Executive which is less than the Target Bonus, shall not constitute Good Reason; or (vi) The breach by the Company of any of its material obligations under this Agreement; or (vii) The relocation of the Company’s principal executive offices to a location more than thirty-five (35) miles from the location of such offices or the Company requiring Executive to be based anywhere other than the Company’s principal executive offices, except for required travel substantially consistent with Executive’s business obligations. Prior to the Executive being permitted to terminate his employment with the Company for Good Reason, the Company shall pay have sixty (60) days to cure any such alleged breach, assignment, reduction or requirement, after Executive an amount equal to his Base Annual Salary for provides the year in which the termination occurs in a lump sum cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (subject to Section 7(h)). There shall be an automatic acceleration Company written notice of the vesting of any Equity-Based Awards granted to Executive by the Company that were scheduled to vest by their terms within 12 months following the Date of Terminationactions or omissions constituting such breach, and to the extent the provisions of this Section 7(d) change the terms of such Equity-Based Awards held by Executive now assignment, reduction or in the future, this Section 7(d) shall be deemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards or benefits shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(d) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under any AICP for the calendar year of his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a maximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to timerequirement.