Common use of Termination by the Company Other than for Cause Clause in Contracts

Termination by the Company Other than for Cause. Notwithstanding any other term or provision of this Agreement, the Company may terminate the Period of Employment at any time and for whatever reason it deems appropriate, or for no reason. In the event such termination by the Company occurs and is not due to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee shall be entitled to payment of his base salary, at the rate in effect at the time of such termination, until the fourth anniversary of the date hereof, provided, however, that such salary continuation payments shall cease in the event of the Employee's death prior to completion of such payments. The Employee shall also be entitled to such bonuses (if any) as have been earned by the Employee and not paid to him at the time of such termination. Following a termination of his employment by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(d) shall be determined in accordance with the terms of such plans and programs. Except as provided in this Section 7(d), neither the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d).

Termination by the Company Other than for Cause. Notwithstanding any If the Company terminates this Agreement other than for Cause (including if the Employee terminates this Agreement under the circumstances described in the second sentence of Section 1.05 hereof), then the Employee (or the Employee's beneficiary designated pursuant to Section 1.03 hereof if the Employee is deceased at the time of payment) shall continue, throughout the remainder of what would have been the normal term or provision of this Agreement, to receive such compensation and benefits as are provided to the Company may terminate Employee pursuant to Section 2 hereof; provided, however, that in no event shall the Period Employee receive, during the period beginning with the date of Employment at termination of the Employee's employment and the end of what would have been the normal term of this Agreement, an aggregate amount of compensation and benefits less than one and one-half (1 1/2) times the Employee's total compensation (including, for purposes of computing total compensation under this Section 4.01, the amount of any time bonus or employee benefits accrued during the relevant period) earned during the twelve-month period immediately preceding the effective date of such termination. The Employee's right to receive such compensation and for whatever reason it deems appropriatebenefits shall not be subject to any obligations on the part of the Employee to perform any work or other obligations on behalf of the Company, its successor(s) or assignee(s), or to mitigate his damages; provided, however, that if the Employee actually receives compensation for no reason. In services rendered to any person other than the event such termination Company, which services were rendered after the date the Employee was terminated by the Company occurs and is not due before the date constituting the end of what would have been the normal term of this Agreement, then the amount of any such compensation shall be subtracted from the amount otherwise owed to disability as provided in the Employee by the Company pursuant to this Section 7(b) above or for Cause as provided in 4.01. For the purposes of determining the amount of benefits to which the Employee shall continue to be entitled pursuant to Section 7(c) 2.03 above, the Employee shall be entitled to payment deemed, throughout the period of his base salaryentitlement pursuant to this Section 4.01, to have remained in the employ of the Company with an annual salary at the rate in effect at on the time date of such termination, until the fourth anniversary his termination of employment. If continuation of any of the date hereof, provided, however, that such salary continuation payments shall cease benefits described in Section 2.03 cannot be provided as contemplated by this Section 4.01 on account of a prohibition in the event terms of a benefit plan, the Employee's death prior to completion Company shall pay or provide directly for payment of such payments. The Employee shall also be entitled to such bonuses (if any) as any benefits which would have been earned by the Employee and not paid to him at the time of such termination. Following a termination of his employment by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(d) shall be determined in accordance with payable if the terms of such plans and programs. Except as provided plan allowed for the crediting anticipated in this Section 7(d), neither the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d)4.01.

Termination by the Company Other than for Cause. Notwithstanding The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other term than a termination due to the Executive’s death or provision disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event of termination under this Section 5(e), the Executive shall be entitled to receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with his obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and his qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to the date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of his employment and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the Company may terminate the Period of Employment at any time and for whatever reason it deems appropriate, or for no reason. In the event such termination by the Company occurs and is not due to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee “Severance Multiplier” shall be entitled to payment of his base salary, at the rate in effect at the time of such termination, until the fourth anniversary of the date hereof, provided, however, that such salary continuation payments shall cease (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to Good Reason resulting solely from notice of non-renewal of the Employee's death term of this Agreement), in each case, prior to completion the expiration of such payments. The Employee shall also be entitled to such bonuses the Initial Term; (if anyB) as have been earned by one and one half (1.5) in the Employee and not paid to him at the time event of such termination. Following a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of his employment the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of notice of non-renewal of the Company generally following term of this Agreement; and (D) one (1) in the event of a termination of the Employee's employment Executive under Section 5(g) and pursuant to which the circumstances described in this Company makes the election under Section 7(d8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be determined payable in accordance with equal monthly installments over the terms number of such plans and programs. Except as provided in this years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 7(d5(h), neither shall begin at the Employee nor any other person shall have any rights or claims arising out Company’s next regular payday following the effective date of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d)termination.

Termination by the Company Other than for Cause. Notwithstanding any If the Company ----------------------------------------------- terminates this Agreement other than for Cause (including if the Employee terminates this Agreement under the circumstances described in the second sentence of Section 1.05 hereof), then the Employee (or the Employee's beneficiary designated pursuant to Section 1.03 hereof if the Employee is deceased at the time of payment) shall continue, throughout the remainder of what would have been the normal term or provision of this Agreement, to receive such compensation and benefits as are provided to the Company may terminate Employee pursuant to Section 2 hereof; provided, however, that in no event shall the Period Employee receive, during the period beginning with the date of Employment at termination of the Employee's employment and the end of what would have been the normal term of this Agreement, an aggregate amount of compensation and benefits less than one and one-half (1 1/2) times the Employee's total compensation (including, for purposes of computing total compensation under this Section 4.01, the amount of any time bonus or employee benefits accrued during the relevant period) earned during the twelve-month period immediately preceding the effective date of such termination. The Employee's right to receive such compensation and for whatever reason it deems appropriatebenefits shall not be subject to any obligations on the part of the Employee to perform any work or other obligations on behalf of the Company, its successor(s) or assignee(s), or to mitigate his damages; provided, however, that if the Employee actually receives compensation for no reason. In services rendered to any person other than the event such termination Company, which services were rendered after the date the Employee was terminated by the Company occurs and is not due before the date constituting the end of what would have been the normal term of this Agreement, then the amount of any such compensation shall be subtracted from the amount otherwise owed to disability as provided in the Employee by the Company pursuant to this Section 7(b) above or for Cause as provided in 4.01. For the purposes of determining the amount of benefits to which the Employee shall continue to be entitled pursuant to Section 7(c) 2.04 above, the Employee shall be entitled to payment deemed, throughout the period of his base salaryentitlement pursuant to this Section 4.01, to have remained in the employ of the Company with an annual salary at the rate in effect at on the time date of such termination, until the fourth anniversary his termination of employment. If continuation of any of the date hereof, provided, however, that such salary continuation payments shall cease benefits described in Section 2.04 cannot be provided as contemplated by this Section 4.01 on account of a prohibition in the event terms of a benefit plan, the Employee's death prior to completion Company shall pay or provide directly for payment of such payments. The Employee shall also be entitled to such bonuses (if any) as any benefits which would have been earned by the Employee and not paid to him at the time of such termination. Following a termination of his employment by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(d) shall be determined in accordance with payable if the terms of such plans and programs. Except as provided plan allowed for the crediting anticipated in this Section 7(d), neither the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d)4.01.

Termination by the Company Other than for Cause. Notwithstanding any If the Company ----------------------------------------------- terminates this Agreement other than for Cause (including if the Employee terminates this Agreement under the circumstances described in the second sentence of Section 1.05 hereof), then the Employee (or the Employee's beneficiary designated pursuant to Section 1.03 hereof if the Employee is deceased at the time of payment) shall continue, throughout the remainder of what would have been the normal term or provision of this Agreement, to receive such compensation and benefits as are provided to the Company may terminate Employee pursuant to Section 2 hereof; provided, however, that in no event shall the Period Employee receive, during the period beginning with the date of Employment at termination of the Employee's employment and the end of what would have been the normal term of this Agreement, an aggregate amount of compensation and benefits less than one and one-half (11/2) times the Employee's total compensation (including, for purposes of computing total compensation under this Section 4.01, the amount of any time bonus or employee benefits accrued during the relevant period) earned during the twelve-month period immediately preceding the effective date of such termination. The Employee's right to receive such compensation and for whatever reason it deems appropriatebenefits shall not be subject to any obligations on the part of the Employee to perform any work or other obligations on behalf of the Company, its successor(s) or assignee(s), or to mitigate his damages; provided, however, that if the Employee actually receives compensation for no reason. In services rendered to any person other than the event such termination Company, which services were rendered after the date the Employee was terminated by the Company occurs and is not due before the date constituting the end of what would have been the normal term of this Agreement, then the amount of any such compensation shall be subtracted from the amount otherwise owed to disability as provided in the Employee by the Company pursuant to this Section 7(b) above or for Cause as provided in 4.01. For the purposes of determining the amount of benefits to which the Employee shall continue to be entitled pursuant to Section 7(c) 2.04 above, the Employee shall be entitled to payment deemed, throughout the period of his base salaryentitlement pursuant to this Section 4.01, to have remained in the employ of the Company with an annual salary at the rate in effect at on the time date of such termination, until the fourth anniversary his termination of employment. If continuation of any of the date hereof, provided, however, that such salary continuation payments shall cease benefits described in Section 2.04 cannot be provided as contemplated by this Section 4.01 on account of a prohibition in the event terms of a benefit plan, the Employee's death prior to completion Company shall pay or provide directly for payment of such payments. The Employee shall also be entitled to such bonuses (if any) as any benefits which would have been earned by the Employee and not paid to him at the time of such termination. Following a termination of his employment by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(d) shall be determined in accordance with payable if the terms of such plans and programs. Except as provided plan allowed for the crediting anticipated in this Section 7(d), neither the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d)4.01.

Termination by the Company Other than for Cause. Notwithstanding The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other term than a termination due to the Executive’s death or provision disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event of termination under this Section 5(e), the Executive shall be entitled to receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with his obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and his qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to the date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of his employment and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the Company may terminate the Period of Employment at any time and for whatever reason it deems appropriate, or for no reason. In the event such termination by the Company occurs and is not due to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee “Severance Multiplier” shall be entitled to payment of his base salary, at the rate in effect at the time of such termination, until the fourth anniversary of the date hereof, provided, however, that such salary continuation payments shall cease (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to Good Reason resulting solely from notice of non-renewal of the Employee's death term of this Agreement), in each case, prior to completion the expiration of such payments. The Employee shall also be entitled to such bonuses the Initial Term; (if anyB) as have been earned by one and one half (1.5) in the Employee and not paid to him at the time event of such termination. Following a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of his employment the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of notice of non-renewal of the Company generally following term of this Agreement; and (D) one (1) in the event of a termination of the Employee's employment Executive under Section 5(g) and pursuant to which the circumstances described in this Company makes the election under Section 7(d8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be determined payable in accordance with equal monthly installments over the terms number of such plans and programs. Except as provided in this years and/or portions thereof equal to the applicable Severance Multiplier, and, subject to Section 7(d5(h), neither shall begin at the Employee nor any other person shall have any rights or claims arising out Company’s next regular payday following the effective date of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d)termination.

Termination by the Company Other than for Cause. Notwithstanding Termination by the Company of the Executive’s employment for any reason other term than for Cause, death or provision Disability. For purposes of this Agreement, "Cause" shall mean that the Company may terminate has complied with the Period "Cause Process" (hereinafter defined) following, the occurrence of Employment at any time and for whatever reason it deems appropriate, of the following events: (A) Executive’s material breach of this Agreement or for no reason. In the event such termination by any other agreement between the Company occurs and is not due Executive (including the Restrictive Covenants (as defined below)); (B) Executive’s material failure to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee shall be entitled adhere to payment of his base salary, at the rate in effect at the time of such termination, until the fourth anniversary of the date hereof, provided, however, that such salary continuation payments shall cease in the event of the Employee's death prior to completion of such payments. The Employee shall also be entitled to such bonuses (if any) as have been earned by the Employee and not paid to him at the time of such termination. Following a termination of his employment by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs written policy of the Company generally following a termination applicable to employees of the Employee's employment under Company related to conduct or ethics; (C) Executive’s appropriation (or attempted appropriation) of a business opportunity of the circumstances described Company, including attempting to secure or securing any personal profit in this Section 7(dconnection with any transaction entered into on behalf of the Company; (D) Executive’s commission of an act constituting fraud, embezzlement, breach of any fiduciary duty owed to the Company or its stockholders or other dishonesty with respect to the Company; (E) Executive’s willful misconduct or continued and willful failure or refusal to perform any material duties reasonably requested by the Board or the executive of the Company to whom Executive reports; (F) Executive’s engaging in gross negligence or willful misconduct in the performance of Executive’s duties for the Company. "Cause Process" shall be determined mean that (i) the Company reasonably determines, in accordance good faith, that one of the Causes has occurred; (ii) the Company notifies the Executive in writing of the first occurrence of the Cause within 30 days of the Board becoming aware of such condition; (iii) the Company cooperates in good faith with the terms Executive’s efforts, for a period of not less than seven days following such plans and programs. Except as provided in this Section 7(dnotice (the "Cause Cure Period"), neither to remedy the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against Cause; (iv) notwithstanding such efforts, the Cause continues to exist; and (v) the Company by reason terminates the Executive’s employment within 30 days after the end of the termination Cause Cure Period, provided that the Company will not be required to provide a Cause Cure Period in the event that a Cause (x) is incapable of being cured; or (y) is required to be publicly disclosed under applicable securities law. If the Employee's employment under the circumstances described in this Section 7(d).Executive 3

Termination by the Company Other than for Cause. Notwithstanding any other term or provision of this Agreement, the The Company may terminate the Period of Employment at Executive’s employment for any time and for whatever reason it deems appropriate, or for no reason. In the event such termination by the Company occurs and is not due to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee shall be entitled to payment of his base salaryother than Cause, at the rate Company’s sole discretion, in the manner set forth in either subsection (a) or subsection (b) below: (a) Effective twelve (12) months following written communication of such termination to the Executive, during which period the Executive shall remain employed with the Company to assist in the orderly transition of his responsibilities, performing such duties as are assigned and required by the Company, and (i) shall continue to receive the compensation and benefits set forth in Article III hereof until the date of his termination and (ii) shall receive the Accrued Benefits following the date of his termination; provided that in no event will the Executive have the right to terminate his employment for Good Reason after the date such written communication is provided to him. (b) Effective immediately upon written communication of such termination to the Executive, in which case the Company shall provide the Executive with (i) the Accrued Benefits and (ii) subject to (A) the Executive’s execution and non-revocation of a general release of claims substantially similar to the form attached as Exhibit C hereto, with such changes as may be necessary or desirable in the Company’s good faith discretion to comply with applicable law (the “Release”), and the expiration of all applicable revocation periods relating to the Release, within sixty (60) days following the date of termination and (B) the Executive’s agreement to not engage in outside employment, consulting or other similar activities with companies with similar product lines and services as the AVG Group during the time such payments are being made, the following severance benefits: (1) If such termination occurs on or prior to the first anniversary of the Start Date, the Company shall continue to pay the Executive his base salary in effect at the time of such termination, until the fourth anniversary termination for a period of twelve (12) months following the date hereof, provided, however, that such salary continuation payments shall cease of termination (the “Continued Base Salary”) in the event of the Employee's death prior to completion of such payments. The Employee shall also be entitled to such bonuses (if any) as have been earned by the Employee and not paid to him at the time of such termination. Following a termination of his employment by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(d) shall be determined substantially equal installments in accordance with the terms Company’s normal payroll practices, provided that the first such payment shall be made on the first regular payroll date on or after the 60th day following the date of termination and shall include all payments that would have otherwise been made in accordance with the Company’s normal payroll schedule during such plans period if such sixty (60) day delay did not apply (the “Payment Schedule”); and (2) If such termination occurs after the first anniversary of the Effective Date, the Company shall provide the Executive with a cash amount equal to the sum of (A) the Continued Base Salary and programs(B) the amount of any Performance Bonus earned in respect of the calendar year preceding the year of termination (annualized for 2013) (such sum, the “Cash Amount”), payable in accordance with the Payment Schedule. Except as provided specifically set forth in this Section 7(d)section, neither the Employee nor any other person Company shall have any rights no further liability or claims arising out of wages or employee benefits against the Company obligation to Executive hereunder by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d)such termination.

Termination by the Company Other than for Cause. Notwithstanding any If the Company terminates this Agreement other than for Cause (including if the Employee terminates this Agreement under the circumstances described in the second sentence of Section 1.05 hereof), then the Employee (or the Employee’s beneficiary designated pursuant to Section 1.03 hereof if the Employee is deceased at the time of payment) shall continue, throughout the remainder of what would have been the normal term or provision of this Agreement, to receive such compensation and benefits as are provided to the Company may terminate Employee pursuant to Section 2 hereof; provided, however, that in no event shall the Period Employee receive, during the period beginning with the date of Employment at termination of the Employee’s employment and the end of what would have been the normal term of this Agreement, an aggregate amount of compensation and benefits less than one and one-half (1½) times the Employee’s total compensation (including, for purposes of computing total compensation under this Section 4.01, the amount of any time bonus or employee benefits accrued during the relevant period) earned during the twelve-month period immediately preceding the effective date of such termination. The Employee’s right to receive such compensation and for whatever reason it deems appropriatebenefits shall not be subject to any obligations on the part of the Employee to perform any work or other obligations on behalf of the Company, its successor(s) or assignee(s), or to mitigate his damages; provided, however, that if the Employee actually receives compensation for no reason. In services rendered to any person other than the event such termination Company, which services were rendered after the date the Employee was terminated by the Company occurs and is not due before the date constituting the end of what would have been the normal term of this Agreement, then the amount of any such compensation shall be subtracted from the amount otherwise owed to disability as provided in the Employee by the Company pursuant to this Section 7(b) above or for Cause as provided in 4.01. For the purposes of determining the amount of benefits to which the Employee shall continue to be entitled pursuant to Section 7(c) 2.03 above, the Employee shall be entitled to payment deemed, throughout the period of his base salaryentitlement pursuant to this Section 4.01, to have remained in the employ of the Company with an annual salary at the rate in effect at on the time date of such termination, until the fourth anniversary his termination of employment. If continuation of any of the date hereof, provided, however, that such salary continuation payments shall cease benefits described in Section 2.03 cannot be provided as contemplated by this Section 4.01 on account of a prohibition in the event terms of a benefit plan, the Employee's death prior to completion Company shall pay or provide directly for payment of such payments. The Employee shall also be entitled to such bonuses (if any) as any benefits which would have been earned by the Employee and not paid to him at the time of such termination. Following a termination of his employment by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(d) shall be determined in accordance with payable if the terms of such plans and programs. Except as provided plan allowed for the crediting anticipated in this Section 7(d), neither the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d)4.01.

Termination by the Company Other than for Cause. Notwithstanding any Termination by the Executive Based on a Material Breach by the Company, or Nonrenewal by the Company. If (1) the Company terminates this Agreement other term than pursuant to Section 6 hereof, (2) the Executive terminates this Agreement pursuant to Section 7, or provision (3) at the end of the Term of this Agreement, Agreement the Company may terminate the Period of Employment at any time and for whatever reason it deems appropriate, or for no reason. In the event such termination Executive shall cease to be employed by the Company occurs in the capacities of Executive Vice President, Chief Operating Officer and is Chief Financial Officer by reason of the Company’s decision not due to disability continue to employ the Executive as provided such at least on terms substantially similar to those set forth herein, and in Section 7(beach case the termination of employment does not occur within two (2) above or for Cause as provided years following the consummation of a Change in Section 7(cControl of the Company, then: (i) above, the Employee Company shall be entitled pay the Executive in accordance with its normal payroll practice an amount equal to payment the sum of his base salary, at the rate in effect Executive’s Base Salary at the time of such termination, until his termination of employment plus the fourth anniversary average bonus received by the Executive for the two (2) years preceding the year in which his termination of employment occurs (the “Severance Payment”) for the greater of (x) the remaining Term of the Agreement if the Executive had not been terminated or (y) two (2) years from the date hereofof termination (the “Severance Period”); (ii) all Company employee benefit plans and programs (including, but not limited to, the plans and programs set forth in Section 3(e)), other than participation in any Company tax-qualified retirement plan, applicable to the Executive shall be continued for the Severance Period (or, if such benefits are not available, or cannot be provided due to applicable law, the Company shall pay the Executive a lump sum cash amount equal to the after-tax economic equivalent thereof, provided that, with respect to any benefit to be provided on an insured basis, such lump sum cash value shall be the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits). In the case of all benefits subject to COBRA, the Company shall continue to provide such benefits at its expense with respect to the Executive and his dependents for the maximum period provided by COBRA; and (iii) all stock options and stock awards (and similar equity rights) shall fully and immediately vest and become fully exercisable immediately prior to such termination of employment and shall remain fully exercisable through their respective original terms and otherwise in accordance with their respective terms as if no such termination had occurred; provided, however, that if such salary continuation payments termination is pursuant to Section 7(a), then all such stock options and stock awards (and similar equity rights) shall cease in the event of the Employee's death vest and become exercisable immediately prior to completion of such payments. The Employee shall also be entitled to such bonuses (if any) as have been earned by the Employee and not paid to him at the time of such termination. Following a termination of his employment and shall remain exercisable for the longest period permitted by the Company under the circumstances described above in this Section 7(d)applicable law or, the Employee will make reasonable efforts to find other employment andif no such period is specified, upon his becoming reemployed or then for a period expiring ten (10) years from their respective dates of grant, and otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(d) shall be determined in accordance with the their respective terms of as if such plans and programs. Except as provided in this Section 7(d), neither the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d)had not occurred.

Termination by the Company Other than for Cause. Notwithstanding any other term or provision of this Agreement(i) The foregoing notwithstanding, the Company may terminate the Period of Employment at any time and Employee's employment for whatever reason it deems appropriate, or for no reason. In the event such termination by the Company occurs and is not due to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee shall be entitled to payment of his base salary, at the rate in effect at the time of such termination, until the fourth anniversary of the date hereof, appropriate provided, however, that such salary continuation payments shall cease in the event such termination is not based on cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Employee shall continue to perform the Employee's duties pursuant to this Agreement, and the Company shall continue to compensate the Employee in accordance with this Agreement. The Employee will receive, at the Employee's option either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term or any Renewal Term of this Agreement from and after the date of any such termination and the Company shall on the last day of each calendar month pay to the Employee such "Compensation and Benefits," which shall be an amount equal to (Y) one hundred percent (100%) of the Employee's death prior to completion of such payments. The Employee shall also be entitled to such bonuses (if any) as have been earned by the Employee and not paid to him at the time of such termination. Following a termination of his employment by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights compensation and benefits set forth in Section 5, which shall specifically include the Employee may have under employee benefit plans Base Salary and programs of Bonus, which Bonus shall be payable on a pro-rata basis for the Company generally following a termination of year in which the Employee's employment under was terminated other than for cause (the circumstances described "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided however that if (A) there is a decrease in this the Employee's Compensation and Benefits, which specifically include the Employee's then Base Salary and Bonus, for any reason other than the targets set forth in Section 7(d5(b) are not met, and (B) the Employee is terminated without cause, the Compensation and Benefits shall be determined in accordance with the terms of as existed immediately prior to such plans a decrease. The Employee will be entitled to continued Compensation and programs. Except Benefits coverage and credits as provided in this Section 7(d), neither 5 or to reimbursement for the cost of providing the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against with comparable benefit coverage during the term in which the Employee is receiving payments from the Company after termination pursuant to Section 6(d). Such benefit coverage will not be offset by reason of comparable coverage provided to the termination of Employee in connection with subsequent employment. (ii) In the event the Employee's employment under with the circumstances described in Company is terminated pursuant to this Section 7(d6(d), Section 6(f) or Section 6(g), Section 7(a) of this Agreement and all references thereto shall be inapplicable as to the Employee and the Company. (iii) The foregoing notwithstanding, the Employee's employment may not be terminated by the Company for any reason other than pursuant to Section 6(a), Section 6(b) and/or Section 6(c) during the first three (3) years of this Agreement.

Termination by the Company Other than for Cause. Notwithstanding The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon ten (10) days notice to the Executive. Termination by the Company on or following expiration of the term hereof (other term than a termination due to the Executive’s death or provision disability or under circumstances that would constitute “Cause” if this Agreement were still in effect) will be treated as a termination other than for Cause under this Section 5(e). In the event of termination under this Section 5(e), the Executive shall be entitled to receive (i) the Accrued Compensation, and, (ii) subject to Executive’s continued compliance with his obligations under Sections 6, 7 and 8 hereof, (x) an amount equal to the applicable Severance Multiplier multiplied by the sum of the Executive’s Base Salary and Target Bonus for the year in which the date of termination occurs (or if no such Target Bonus has been established for the Executive for the year in which the date of termination occurs, the Target Bonus for the year immediately preceding the year in which the date of termination occurs) and (y) for two years following the date of termination, continued participation of the Executive and his qualified beneficiaries, as applicable, under the Company’s group life, health, dental and vision plans in which the Executive was participating immediately prior to the date of termination, subject to any premium contributions required of the Executive at the rate in effect on the date of termination of his employment and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. For purpose of this Agreement, the Company may terminate the Period of Employment at any time and for whatever reason it deems appropriate, or for no reason. In the event such termination by the Company occurs and is not due to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee “Severance Multiplier” shall be entitled to payment of his base salary, at the rate in effect at the time of such termination, until the fourth anniversary of the date hereof, provided, however, that such salary continuation payments shall cease (A) two (2) in the event of termination under Section 5(e) or Section 5(f) (other than due to Good Reason resulting solely from notice of non-renewal of the Employee's death term of this Agreement), in each case, prior to completion the expiration of such payments. The Employee shall also be entitled to such bonuses the Initial Term; (if anyB) as have been earned by one and one half (1.5) in the Employee and not paid to him at the time event of such termination. Following a termination under Section 5(e) or Section 5(f), in each case, on or following the expiration of his employment the Initial Term; (C) one and one half (1.5) in the event of a termination at any time during the term of this Agreement for Good Reason resulting solely from the provision by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of notice of non-renewal of the Company generally following term of this Agreement; and (D) one (1) in the event of a termination of the Employee's employment Executive under Section 5(g) and pursuant to which the circumstances described in this Company makes the election tinder Section 7(d8(b) hereof. Any payments due under Section 5(e), Section 5(f), Section 5(g) or Section 8(b), as applicable, shall be determined payable in accordance with equal monthly installments over the terms number of such plans and programs. Except as provided in this years and/or portions thereof equal to the applicable Severance Multiplier; and, subject to Section 7(d5(h), neither shall begin at the Employee nor any other person shall have any rights or claims arising out Company’s next regular payday following the effective date of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d)termination.

Termination by the Company Other than for Cause. Notwithstanding any other term or provision of this Agreement, the The Company may terminate the Period of Employment Executive's employment hereunder other than for Cause at any time and for whatever reason it deems appropriate, or for no reasonupon written notice. In the event such termination by the Company occurs and is not due to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee shall be entitled to payment of his base salary, at the rate in effect at the time of such termination, until the fourth anniversary Company shall: (i) at the election of the Executive, either continue to pay Base Salary to the Executive during the remainder of the Term of Employment or pay to him the present value (using the prime rate as reported in The Wall Street Journal on the date hereofof termination to calculate the discount factor) of such Base Salary in a lump sum; (ii) at the election of the Executive, provided, however, that such salary continuation payments shall cease either continue to contribute to the cost of the Executive's participation in the event Company's medical and life insurance arrangements during the remainder of the EmployeeTerm of Employment or pay to him in a lump sum the present value (determined as provided in clause (i) above) of the greater of the Company's death prior contribution to completion such cost or the amount required to purchase individual coverage with substantially equivalent benefits if Executive is no longer eligible to participate in such medical and life insurance arrangements, provided that if the Executive as a result of such payments. The Employee termination of employment is then eligible under the terms of the SERP to receive medical benefits as provided for therein, the Executive shall also not be entitled to such bonuses participation or payment under this Section 5(d)(ii) with respect to medical insurance arrangements; (if anyiii) as have pay to Executive any other compensation hereunder that has been earned by the Employee and but not paid including any Stipulated Bonus; and (iv) treat the Executive as having satisfied the vesting requirements under the SERP, the provisions of Section 3.2(a) of the SERP to him at the time contrary notwithstanding and with respect to stock options awarded to Executive such that options which would otherwise become vested during the full Term of Employment shall become immediately vested upon such termination. Following a termination of his employment by the The Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find shall have no other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him obligations under this Section 7Agreement. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(d) shall be determined in accordance with the terms of such plans and programs. Except as provided in this Section 7(d), neither the Employee nor any other person The Executive shall have any rights or claims arising out of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d)no obligation to mitigate.

Termination by the Company Other than for Cause. Notwithstanding any other term or provision of this Agreement, the Company may terminate the Period of Employment at any time and for whatever reason it deems appropriate, or for no reason. In the event such termination by the Company occurs and is not due to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee shall be entitled to payment of his base salary, at the rate in effect at the time of such termination, until the fourth later of the third anniversary of the date hereof, or the expiration of twelve months from the date of such termination; provided, however, that such salary continuation payments shall cease in the event of the Employee's death prior to completion of such payments. The Employee shall also be entitled to such bonuses (if any) ), determined on an annualized pro-rata basis, as have been earned by the Employee and not paid to him at the time of such termination. Following a termination of his employment by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(d) shall be determined in accordance with the terms of such plans and programs. Except as provided in this Section Sections 5, 6 and 7(d), neither the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d). In the event of a termination under this Section 7(d), any "lock-up provision" affecting any Class A Units or shares of the Company's common stock (the "Shares") held by Employee in the Company which is longer than one year from the date of issuance of such Class A Units or Shares to Employee shall be limited to one year from the date of issuance of such Class A Units or Shares to Employee.

Termination by the Company Other than for Cause. Notwithstanding any other term or provision of this Agreementi. The foregoing notwithstanding, the Company may terminate the Period of Employment at any time and Employee's employment for whatever reason it deems appropriate, or for no reason. In the event such termination by the Company occurs and is not due to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee shall be entitled to payment of his base salary, at the rate in effect at the time of such termination, until the fourth anniversary of the date hereof, appropriate provided, however, that such salary continuation payments shall cease in the event such termination is not based on cause, as provided in Section 6(c) above, the Company may terminate this Agreement upon giving three (3) months' prior written notice. During such three (3) month period, the Employee shall continue to perform the Employee's duties pursuant to this Agreement, and the Company shall continue to compensate the Employee in accordance with this Agreement. The Employee will receive, at the Employee's option either (A) a lump sum equal to the "Compensation and Benefits," as hereinafter defined, for the remaining balance of the Term of this Agreement, at the then current rate, reduced to present value, as set forth in Section 280G of the Internal Revenue Code or (B) for the remaining balance of the Term or any Renewal Term of this Agreement from and after the date of any such termination and the Company shall on the last day of each calendar month pay to the Employee such "Compensation and Benefits," which shall be an amount equal to (Y) one hundred percent (100%) of the Employee's death compensation and benefits set forth in Section 5, which shall specifically include the Base Salary and Bonus, which Bonus shall be payable on a pro-rata basis for the year in which the Employee' employment was terminated other than for cause (the "Compensation and Benefits"), on the date of any such termination, divided by (Z) twelve (12); provided however that if (A) there is a decrease in the Employee's Compensation and Benefits, which specifically include the Employee's then Base Salary and Bonus, for any reason other than the targets set forth in Section 5(b) are not met, and (B) the Employee is terminated without cause, the Compensation and Benefits shall be as existed immediate prior to completion of such paymentsa decrease. The Employee shall also will be entitled to such bonuses (if any) continued Compensation and Benefits coverage and credits as have been earned by provided in Section 5 or to reimbursement for the cost of providing the Employee and not paid to him at with comparable benefit coverage during the time of such termination. Following a termination of his employment by term in which the Employee is receiving payments from the Company under the circumstances described above in this after termination pursuant to Section 7(d6(d), . Such benefit coverage will not be offset by comparable coverage provided to the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7in connection with subsequent employment. ii. Any rights and benefits In the Employee may have under employee benefit plans and programs of the Company generally following a termination of event that the Employee's employment under with the circumstances described in Company is terminated pursuant to this Section 7(d6(d), Section 6(f) or Section 6(g), Section 7(a) of this Agreement and all references thereto shall be determined in accordance with the terms of such plans and programs. Except inapplicable as provided in this Section 7(d), neither to the Employee nor any other person shall have any rights or claims arising out of wages or employee benefits against and the Company by reason of the termination of Company. iii. The foregoing notwithstanding, the Employee's employment under may not be terminated by the circumstances described in Company for any reason other than pursuant to Section 6(a), Section 6(b) and/or Section 6(c) during the first three (3) years of this Section 7(d)Agreement.

Termination by the Company Other than for Cause. Notwithstanding any other term or provision of this Agreement, the The Company may terminate the Period of Employment at Executive’s employment for any time and for whatever reason it deems appropriate, or for no reason. In the event such termination by the Company occurs and is not due to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee shall be entitled to payment of his base salaryother than Cause, at the rate Company’s sole discretion, in the manner set forth in either subsection (a) or subsection (b) below: (a) Effective twelve (12) months following written communication of such termination to the Executive, during which period the Executive shall remain employed with the Company to assist in the orderly transition of his responsibilities, performing such duties as are assigned and required by the Company, and (i) shall continue to receive the compensation and benefits set forth in Article III hereof until the date of his termination and (ii) shall receive the Accrued Benefits following the date of his termination; provided that in no event will the Executive have the right to terminate his employment for Good Reason after the date such written communication is provided to him. (b) Effective immediately upon written communication of such termination to the Executive, in which case the Company shall provide the Executive with (i) the Accrued Benefits and (ii) subject to (A) the Executive’s execution and non-revocation of a general release of claims substantially similar to the form attached as Exhibit C hereto, with such changes as may be necessary or desirable in the Company’s good faith discretion to comply with applicable law (the “Release”), and the expiration of all applicable revocation periods relating to the Release within sixty (60) days following the date of termination and (B) the Executive’s agreement to not engage in outside employment, consulting or other similar activities with companies with similar product lines and services as the AVG Group during the time such payments are being made, the following severance benefits: (1) If such termination occurs on or prior to the first anniversary of the Effective Date, the Company shall continue to pay the Executive his base salary in effect at the time of such termination, until the fourth anniversary termination for a period of twelve (12) months following the date hereof, provided, however, that such salary continuation payments shall cease of termination (the “Continued Base Salary”) in the event of the Employee's death prior to completion of such payments. The Employee shall also be entitled to such bonuses (if any) as have been earned by the Employee and not paid to him at the time of such termination. Following a termination of his employment by the Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him under this Section 7. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(d) shall be determined substantially equal installments in accordance with the terms Company’s normal payroll practices, provided that the first such payment shall be made on the first regular payroll date on or after the 60th day following the date of termination and shall include all payments that would have otherwise been made in accordance with the Company’s normal payroll schedule during such plans period if such sixty (60) day delay did not apply (the “Payment Schedule”); and (2) If such termination occurs after the first anniversary of the Effective Date, the Company shall provide the Executive with a cash amount equal to the sum of (A) the Continued Base Salary and programs(B) the amount of any Performance Bonus earned in respect of the calendar year preceding the year of termination (annualized for 2013) (such sum, the “Cash Amount”), payable in accordance with the Payment Schedule. Except as provided specifically set forth in this Section 7(d)section, neither the Employee nor any other person Company shall have any rights no further liability or claims arising out of wages or employee benefits against the Company obligation to Executive hereunder by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d)such termination.

Termination by the Company Other than for Cause. Notwithstanding any other term or provision of this Agreement, the The Company may terminate the Period of Employment Executive's employment hereunder other than for Cause at any time and for whatever reason it deems appropriate, or for no reasonupon written notice. In the event such termination by the Company occurs and is not due to disability as provided in Section 7(b) above or for Cause as provided in Section 7(c) above, the Employee shall be entitled to payment of his base salary, at the rate in effect at the time of such termination, until the fourth anniversary Company shall: (i) at the election of the Executive, either continue to pay Base Salary to the Executive during the remainder of the Term of Employment or pay to him the present value (using the prime rate as reported in The Wall Street Journal on the date hereofof termination to calculate the discount factor) of such Base Salary in a lump sum; (ii) at the election of the Executive, provided, however, that such salary continuation payments shall cease either continue to contribute to the cost of the Executive's participation in the event Company's medical and life insurance arrangements during the remainder of the EmployeeTerm of Employment or pay to him in a lump sum the present value (determined as provided in clause (i) above) of the greater of the Company's death prior contribution to completion such cost or the amount required to purchase individual coverage with substantially equivalent benefits if Executive is no longer eligible to participate in such medical and life insurance arrangements, provided that if the Executive as a result of such payments. The Employee termination of employment is then eligible under the terms of the SERP to receive medical benefits as provided for therein, the Executive shall also not be entitled to such bonuses participation or payment under this Section 5(d)(ii) with respect to medical insurance arrangements; (if anyiii) as have pay to Executive any other compensation hereunder that has been earned by the Employee and but not paid including any Stipulated Bonus; and (iv) treat the Executive as having satisfied the vesting requirements of the Supplemental Executive Retirement Plan for Executives of the Company (the "SERP"), the provisions of Section 3.2(a) of the SERP to him at the time contrary notwithstanding, and with respect to stock options awarded to Executive such that options which would otherwise become vested during the full Term of Employment shall become immediately vested upon such termination. Following a termination of his employment by the The Company under the circumstances described above in this Section 7(d), the Employee will make reasonable efforts to find shall have no other employment and, upon his becoming reemployed or otherwise engaged (whether as an employee, partner, consultant, or otherwise), any salary or other remuneration or benefits accruing to him from such other employment or engagement shall offset any salary continuation payments due him obligations under this Section 7Agreement. Any rights and benefits the Employee may have under employee benefit plans and programs of the Company generally following a termination of the Employee's employment under the circumstances described in this Section 7(d) shall be determined in accordance with the terms of such plans and programs. Except as provided in this Section 7(d), neither the Employee nor any other person The Executive shall have any rights or claims arising out of wages or employee benefits against the Company by reason of the termination of the Employee's employment under the circumstances described in this Section 7(d)no obligation to mitigate.