Common use of Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control Clause in Contracts

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, in each case within twelve (12) months after a Change in Control (as defined in the Company’s 2010 Stock Incentive Plan, as amended and restated), Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective Date; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iii) all of Executive’s then-outstanding equity awards granted to Executive by the Company shall become immediately vested.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon If during the two (2) year period following a termination of Change in Control Executive’s employment is terminated by the Company without Cause (other than on account of Executive’s death or Disability) or by Executive for Good Reason, in each case within twelve (12) months after a Change in Control (as defined in either case, during the Company’s 2010 Stock Incentive Plan, as amended and restated)Term, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”7(e): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective DateAccrued Compensation; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid Pro-Rata Bonus payable in a lump sum at the same time payments such bonus or incentive awards are payable to other participants; (iii) subject to Executive’s compliance with Sections 9 and 12(h) hereof, a payment equal to two times the sum of Executive’s Base Salary and Annual Bonus as in effect immediately prior to Executive’s termination of employment (or if greater, the Base Salary as in effect immediately preceding the occurrence of the Good Reason condition) payable in a lump sum in the first regular payroll occurring following the sixtieth (60th) day following such termination of employment; provided, however, if the Change in Control is not a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company under Section 5(f)(i409A of the Code, then the payments shall be made in twenty-four equal monthly installments; (iv) commence subject to Executive’s compliance with Sections 9 and is intended 12(h) hereof, the Company shall provide Executive and Executive’s dependents with continued coverage under any medical or dental program or policy in which Executive was eligible to assist participate as of the time of Executive’s employment termination, for eighteen (18) months following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs of health coveragethereof) than those in effect immediately prior to such termination, which such 18 month period shall run concurrently with the COBRA period and which coverage shall become secondary to any Medicare coverage for which Executive may (but is not required to) obtain through an election becomes eligible; provided, however, the Parties agree to continue health care cooperate such that the continued coverage is, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under COBRASection 4980D of the Code; provided, further, continued coverage shall cease at such time as Executive becomes eligible for coverage with a subsequent employer; and (iiiv) subject to Executive’s compliance with Sections 9 and 12(h) hereof, the Company shall provide for the 12-month period beginning on the date on which Executive’s employment terminates, or until Executive begins other full-time employment with a new employer, whichever occurs first, outplacement services that are directly related to the type of services Executive provided to the Company and are actually provided by an outplacement services firm, paid by the Company; provided, however, the cost of the outplacement services may not exceed $50,000. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (I) the acquisition (other than from the Company), by any person (as such term is defined in Section 13(c) or 14(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities; or (II) the individuals who, as of the date hereof, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and such new director shall be considered as a member of the Incumbent Board; or (III) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, if (1) the shareholders of the Company, immediately before such merger or consolidation, do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such merger or consolidation or (2) immediately following the merger or consolidation, the individuals who comprised the Board immediately prior thereto do not constitute at least a majority of the board of directors of the entity resulting from such merger or consolidation (or, if the entity resulting from such merger or consolidation is then a subsidiary, the ultimate parent thereof); or (IV) a complete liquidation or dissolution of the Company or the closing of an agreement for the sale or other disposition of all or substantially all of Executivethe assets of the Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because more than fifty percent (50%) of the combined voting power of the Company’s then-then outstanding equity awards granted to Executive securities is acquired by (x) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company shall become or any of its subsidiaries or (y) any corporation which, immediately vestedprior to such acquisition, is owned directly or indirectly by the shareholders of the Company in the same proportion as their ownership of shares in the Company immediately prior to such acquisition.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause or by Executive for Good Reason, in each case Reason within twelve (12) months after following a Change in Control (as defined in Section 8 below), then in addition to the Company’s 2010 Stock Incentive Plan, amounts due under Sections 7(c) above (except as amended and restatedotherwise provided in Section 7(e)(iii) below), Executive shall be entitled to receive the Accrued Benefits andbenefits provided below, subject provided that, Executive voluntarily elects and agrees not to Executive’s execution and non-revocation engage in Prohibited Activities for a period of one (1) year after the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”):date of such termination of employment: (i) an amount equal all restrictions on any outstanding awards granted by the Company or any subsidiaries or parent of the Company (including restricted stock awards) granted to Executive shall lapse and such awards shall become fully (100% of Executive’s Base Salary at the rate in effect on the date of termination%) and immediately vested, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective Dateand all stock options and stock appreciation rights granted to Executive shall become fully (100%) and immediately exercisable; (ii) provided Executive and his eligible dependents timely and properly elect if prior to continue health care coverage a termination under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under this Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive7(e), the Company shall adopt a supplemental and excess retirement plan which covers Executive, then the Company shall pay in six (6) substantially equal monthly payments an amount in cash equal to Executive the amount excess of (A) the actuarial equivalent of the aggregate retirement benefit Executive would be required have been entitled to pay receive under such supplemental and excess retirement plans (x) had Executive remained employed by the Company for continuation an additional six months of group health coverage credited service (or until his 65th birthday, if earlier), (y) had Executive’s annual compensation during such period been equal to his Base Salary (at the rate used for purposes of Section 7(c)(ii)) plus the Pro Rata Bonus, and (z) had Executive been fully (100%) vested in his benefits under each such retirement plan with respect to his years of service prior to termination and his eligible dependents through an election such additional six (6) month period, over (B) the actuarial equivalent of the aggregate retirement benefit Executive is actually entitled to receive under COBRA for twelve such retirement plans. For purposes of this Subsection (12) monthsii), which amount “actuarial equivalent” shall be paid determined in a lump sum at accordance with the same time payments actuarial assumptions used for the calculation of benefits under Section 5(f)(i) commence and is intended any retirement plan as applied prior to assist Executive the termination date in accordance with costs of health coverage, which Executive may such plan’s past practices (but is not required to) obtain through an election to continue health care coverage under COBRAshall in any event take into account the value of any subsidized early retirement benefit); and (iii) all In lieu of Executive’s then-outstanding equity awards granted the cash payments otherwise due to Executive by in accordance with Section 7(c)(ii), the Company shall become pay Executive as additional compensation for the periods subsequent to the termination date, an amount in cash equal to two (2) times the Severance Amount. The additional compensation provided in the previous sentence shall be payable in substantially equal monthly installments for a period of six months. If Executive does not so voluntarily elect and agree or otherwise engages in such Prohibited Activities, then Executive’s eligibility to continue to receive the post-employment benefits provided for in this paragraph shall immediately vestedterminate. Executive shall not be required to mitigate the amount of any payment provided for under this Section 7 by seeking other employment and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of Notwithstanding the foregoing, if Executive’s employment shall be terminated during the Term by the Company without Cause or by Executive for Good Reason, in each case Reason within twelve (12) months after one year following a Change in Control and any payment or benefit received or to be received by Executive (as defined including any payment or benefit received pursuant to this Agreement or otherwise) would be (in whole or part) subject to the Company’s 2010 Stock Incentive Plan, as amended and restatedexcise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”), Executive or any successor provision thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then, the amounts payable under Section 7.1 shall be entitled reduced to receive the Accrued Benefits and, subject extent necessary to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance make such payments and benefits (collectivelynot subject to such Excise Tax, the “Change in Control Severance Benefits”): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable but only if such reduction results in a singlehigher after-lump sum cash tax payment on to the first payroll date that occurs on or Executive after taking into account the Release Effective Date; (ii) provided Excise Tax and any additional taxes the Executive would pay if such payments and benefits were not reduced. Unless the Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as otherwise agree in effect from time to timewriting, on substantially the same terms any determination required under this Section shall be made in writing by a certified public accountant (or other professional with recognized expertise regarding Code Sections 280G and conditions as such benefits are provided to employees during the applicable period, and reimbursement 4999) selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the monthly COBRA premium paid Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by Executive for him and his eligible dependents for twelve (12) months orthis Section. The reduction of payments, if earlierapplicable, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, shall be effected in the event following order (unless the Company determines that such provisions would subject Executive Executive, to taxation under the extent permitted by Section 105(h) 409A of the Code, or otherwise violate elects another method of reduction by written notice to the Company prior to the Section 280G event): (i) any healthcare law or regulationcash severance payments, then, in lieu of reimbursing (ii) any other cash amounts payable to the Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iii) all any benefits valued as parachute payments, and (iv) acceleration of Executive’s then-outstanding vesting of equity awards granted to Executive by the Company shall become immediately vestedawards.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, in each case within twelve (12) months after a Change in Control (as defined in the Company’s 2010 Stock Incentive Plan, as amended and restated), Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”): (i) an amount equal to 100125% of Executive’s Base Salary at the rate in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective Date; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve fifteen (1215) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve fifteen (1215) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iii) all of Executive’s then-outstanding equity awards granted to Executive by the Company shall become immediately vested.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s employment is terminated by the Company without Cause (other than on account of Executive’s Disability or death) or by Executive for Good Reason, in each case Reason within twelve twenty-four (1224) months after following a Change in Control (as defined Control, then, in lieu of the Company’s 2010 Stock Incentive Plan, as amended amounts due under Section 8(d) above and restated)subject to Section 14(e) of this Agreement, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”8(e): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective DateAccrued Compensation; (ii) provided Executive the Pro-Rata Bonus; (iii) in lieu of any further Base Salary or other compensation and his eligible dependents timely benefits for periods subsequent to the termination date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 9(c)), equal to three (3) times the sum of (A) Executive’s Base Salary and properly elect to continue health care (B) the Target Bonus; and (iv) continued coverage under COBRA, continued participation by for Executive and Executive’s eligible dependents in the standard group under any health, medical, dental dental, vision and vision plans basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended or replaced by the Company as in effect from time to timetime in the ordinary course), for three (3) years following such termination on substantially the same terms and conditions basis as active employees, which such benefits are provided to employees during period shall run concurrently with the applicable COBRA period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such provisions would subject Executive alternative benefits or payment is appropriate to taxation under Section 105(hminimize potential adverse tax consequences and penalties; and (y) of the Code, or otherwise violate coverage provided hereunder shall become secondary to any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iii) all of Executive’s then-outstanding equity awards granted provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to inform the Company shall become immediately vestedif Executive becomes eligible for such subsequent coverage.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause or by Executive for Good Reason, in each case Reason within twelve twenty-four (1224) months after following a Change in Control or within six (as defined 6) months following a Potential Change in Control provided a Change in Control occurs within nine (9) months following the Company’s 2010 Stock Incentive PlanPotential Change in Control, as amended and restated)then in lieu of the amounts due under Section 8(c) above, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”):8(d). (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective DateCompany shall pay Executive any Accrued Compensation; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay Executive any Pro-Rata Bonus; (iii) the Company shall pay Executive as severance pay and in lieu of any further Base Salary or other compensation and benefits for periods subsequent to Executive the termination date, an amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) monthsin cash, which amount shall be paid payable in a lump sum at payment within seventy (70) days following such termination (subject to Section 10), equal to three (3) times the same time payments under Section 5(f)(isum of (A) commence Executive’s highest Base Salary in the three (3) years preceding Executive’s date of termination and is intended (B) the Target Bonus with respect to assist Executive with costs the year of health coveragetermination, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRAor the year of the Change in Control, if higher; and (iiiiv) all the Company shall provide Executive with continued coverage under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s then-outstanding equity awards granted employment termination for three (3) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect for executive officers of the Company immediately prior to such termination, which coverage shall become secondary to any coverage provided to Executive by a subsequent employer; and (v) outplacement services at the Company shall become immediately vestedCompany’s expense for a period of thirty-six (36) months following Executive’s date of termination.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of Notwithstanding the foregoing, if Executive’s employment shall be terminated during the Term by the Company without Cause or by Executive for Good Reason, in each case Reason within twelve (12) months after one year following a Change in Control and any payment or benefit received or to be received by Executive (as defined including any payment or benefit received pursuant to this Agreement or otherwise) would be (in whole or part) subject to the Company’s 2010 Stock Incentive Plan, as amended and restatedexcise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”), Executive or any successor provision thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then, the amounts payable under Section 7.1 shall be entitled reduced to receive the Accrued Benefits and, subject extent necessary to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance make such payments and benefits (collectivelynot subject to such Excise Tax, the “Change in Control Severance Benefits”): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable but only if such reduction results in a singlehigher after-lump sum cash tax payment on to the first payroll date that occurs on or Executive after taking into account the Release Effective Date; (ii) provided Excise Tax and any additional taxes the Executive would pay if such payments and benefits were not reduced. Unless the Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as otherwise agree in effect from time to timewriting, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement any determination required under this Section shall be made in writing by a certified public accountant selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the monthly COBRA premium paid Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by Executive for him and his eligible dependents for twelve (12) months orthis Section. The reduction of payments, if earlierapplicable, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, shall be effected in the event following order (unless the Company determines that such provisions would subject Executive Executive, to taxation under the extent permitted by Section 105(h) 409A of the Code, or otherwise violate elects another method of reduction by written notice to the Company prior to the Section 280G event): (i) any healthcare law or regulationcash severance payments, then, in lieu of reimbursing (ii) any other cash amounts payable to the Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iii) all any benefits valued as parachute payments, and (iv) acceleration of Executive’s then-outstanding vesting of equity awards granted to Executive by the Company shall become immediately vestedawards.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If, during the Term, (i) Executive’s employment is terminated by the Company without Cause (other than on account of Executive’s death or Disability) within twenty-four (24) calendar months following a Change in Control, (ii) Executive’s employment is terminated by Executive for Good Reason, in each case Reason within twelve twenty-four (1224) months after following a Change in Control, (iii) Executive’s employment is terminated by the Company without Cause (other than on account of Executive’s death or Disability) prior to a Change in Control (as defined but, only if a Change in Control occurs) and such termination is otherwise in connection with or in anticipation of a Change in Control or is at the Companyrequest or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, or (iv) Executive’s 2010 Stock Incentive Planemployment is terminated by Executive for Good Reason prior to a Change in Control (but, as amended only if a Change in Control occurs) and restated)such termination is otherwise in connection with or in anticipation of a Change in Control or the circumstance or event which constitutes Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”7(e): (i) an amount the Accrued Compensation; (ii) the Pro-Rata Bonus payable in a lump sum at the time such bonus or incentive awards are payable to other participants; (iii) subject to Executive’s compliance with Sections 9 and 12(h) hereof, a payment equal to 100% two times the sum of Executive’s Base Salary at the rate and Target Bonus as in effect on immediately prior to Executive’s termination of employment (or if greater, the date Base Salary as in effect immediately preceding the occurrence of termination, the Good Reason condition) payable in a single-lump sum cash payment on in the first regular payroll date that occurs on occurring following the sixtieth (60th) day following such termination of employment; provided, however, if the Change in Control is not a change in the ownership or after effective control of the Release Effective DateCompany or a change in ownership of a substantial portion of the assets of the Company under Section 409A of the Code, then the payments shall be made in twenty-four equal monthly installments; (iiiv) provided Executive subject to Executive’s compliance with Sections 9 and his eligible dependents timely and properly elect to continue health care coverage under COBRA12(h) hereof, continued participation by the Company shall provide Executive and Executive’s eligible dependents in dependents, if applicable, with continued coverage under the standard group medical, dental and vision plans terms of the Company medical or dental program or policy as in effect from time to time, on substantially time at the Company for eighteen (18) months following such termination (which such 18 month period shall run concurrently with the COBRA period and which coverage shall become secondary to any Medicare coverage for which Executive becomes eligible) and Executive shall pay for such benefits at the same terms and conditions as cost that active employees of the Company are required to pay for such benefits are provided from time to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coveragetime; provided, however, the Parties agree to cooperate such that the continued coverage is, to the extent practicable, provided in the event a manner so as to minimize adverse tax consequences to the Company determines that such provisions would subject Executive to taxation under Section 105(h) 4980D of the Code; provided, or otherwise violate any healthcare law or regulationfurther, then, in lieu of reimbursing continued coverage shall cease at such time as Executive becomes eligible for coverage with a subsequent employer; and (v) subject to Executive’s compliance with Sections 9 and 12(h) hereof, the Company shall pay provide for the 12-month period beginning on the date on which Executive’s employment terminates, or until Executive begins other full-time employment with a new employer, whichever occurs first, outplacement services that are directly related to the type of services Executive provided to the amount Executive would be required to pay for continuation Company and are actually provided by an outplacement services firm, paid by the Company; provided, however, the cost of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) monthsthe outplacement services may not exceed $50,000. For purposes of this Agreement, which amount a “Change in Control” shall be paid deemed to have occurred if the event set forth in a lump sum at any one of the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; andfollowing paragraphs shall have occurred: (iiiI) all the acquisition (other than from the Company), by any person (as such term is defined in Section 13(c) or 14(d) of Executivethe Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s then-then outstanding equity awards granted voting securities; or (II) the members of the Incumbent Board (as defined herein) cease for any reason to Executive constitute at least a majority of the Board (For purposes of this Agreement, the term “Incumbent Board” shall mean the directors who, as of the Effective Date, are members of the Board and any new director, other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of members of the Board, whose appointment or election by the Company shall become immediately vested.Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least a majority of the Board then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended); or

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, in each case within twelve (12) months after a Change in Control (as defined in the Company’s 2010 Stock Incentive Plan, as amended and restated), Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”): (i) an amount equal to 100150% of Executive’s Base Salary at the rate in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective Date; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve eighteen (1218) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve eighteen (1218) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iii) all of Executive’s then-outstanding equity awards granted to Executive by the Company shall become immediately vested.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause or by Executive for Good Reason, in each case Reason within twelve (12) months after following a Change in Control (as defined in Section 8 below), then in addition to the Company’s 2010 Stock Incentive Plan, amounts due under Sections 7(c) above (except as amended and restatedotherwise provided in Section 7(e)(iv) below), Executive shall be entitled to receive the Accrued Benefits andbenefits provided below, subject provided that, Executive voluntarily elects and agrees not to Executive’s execution and non-revocation engage in Prohibited Activities for a period of one (1) year after the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”):date of such termination of employment: (i) an amount for a number of months equal to 100% the lesser of (A) twenty-four (24), or (B) the number of months remaining until Executive’s Base Salary 65th birthday, the Company shall at its expense continue on behalf of Executive and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits which were being provided to Executive at the rate time Notice of Termination is given. In the event that the provisions of any such employee benefit arrangements do not permit continuing coverage, then the Company shall provide Executive with substantially equivalent coverage through other sources. The benefits provided in effect on this Section 7(e)(ii) shall be no less favorable to Executive, in terms of amounts and deductibles and costs to him, than the date coverage provided Executive under the plans providing such benefits at the time Notice of terminationTermination is given. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, payable in a single-lump sum cash payment on which case the first payroll date that occurs on Company may reduce the coverage of any benefits it is required to provide Executive hereunder as long as the aggregate coverage of the combined benefit plans is no less favorable to Executive, in terms of amounts and deductibles and costs to him, than the coverage required to be provided hereunder. This Subsection (ii) shall not be interpreted so as to limit any benefits to which Executive or after his dependents may be entitled under any of the Release Effective DateCompany’s employee benefit plans, programs or practices following Executive’s termination of employment, including without limitation, retiree medical and life insurance benefits; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation all restrictions on any outstanding awards granted by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans Company or any subsidiaries or parent of the Company as in effect from time (including restricted stock awards) granted to time, on substantially the same terms Executive shall lapse and conditions as such benefits are provided to employees during the applicable periodawards shall become fully (100%) and immediately vested, and reimbursement all stock options and stock appreciation rights granted to Executive shall become fully (100%) and immediately exercisable; (iii) if prior to a termination to which this Section 7(e) relates, the Company shall adopt a supplemental and excess retirement plan which covers Executive, then the Company shall pay in twenty-four (24) substantially equal monthly payments an amount in cash equal to the excess of (A) the actuarial equivalent of the aggregate retirement benefit Executive would have been entitled to receive under such supplemental and excess retirement plans (x) had Executive remained employed by the Company for an additional two (2) complete years of the monthly COBRA premium paid by Executive for him and credited service (or until his eligible dependents for twelve (12) months or65th birthday, if earlier), until (y) had Executive’s annual compensation during such period been equal to his Base Salary (at the date rate used for purposes of Section 7(c)(ii)) plus the Bonus Amount, and (z) had Executive been fully (100%) vested in his benefits under each such retirement plan with respect to his years of service prior to termination and such additional two (2) year period, over (B) the actuarial equivalent of the aggregate retirement benefit Executive is no longer eligible actually entitled to receive COBRA continuation coverageunder such retirement plans. For purposes of this Subsection (iii), “actuarial equivalent” shall be determined in accordance with the actuarial assumptions used for the calculation of benefits under any retirement plan as applied prior to the termination date in accordance with such plan’s past practices (but shall in any event take into account the value of any subsidized early retirement benefit); provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(hand (iv) In lieu of the Code, or amounts otherwise violate any healthcare law or regulation, then, due to Executive in lieu of reimbursing Executiveaccordance with Section 7(c)(ii), the Company shall pay Executive as additional compensation for the periods subsequent to the termination date, an amount in cash equal to three (3) times the sum of (A) Executive’s annual Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is delivered, and (B) the Bonus Amount as defined in Section 7(c)(ii). The additional compensation provided in the previous sentence shall be payable in substantially equal monthly installments for a period of twelve months. If Executive does not so voluntarily elect and agree or otherwise engages in such Prohibited Activities, then Executive’s eligibility to continue to receive the amount post-employment benefits provided for in this paragraph shall immediately thereafter terminate. Executive would shall not be required to pay mitigate the amount of any payment provided for continuation of group health coverage for Executive under this Section 7 by seeking other employment and his eligible dependents through an election under COBRA for twelve (12) months, which amount no such payment shall be paid in a lump sum at offset or reduced by the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs amount of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iii) all of Executive’s then-outstanding equity awards granted any compensation or benefits provided to Executive by the Company shall become immediately vestedin any subsequent employment.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause or by Executive for Good Reason, in each case Reason within twelve twenty-four (1224) months after following a Change in Control or within six (as defined 6) months following a Potential Change in Control provided a Change in Control occurs within nine (9) months following the Company’s 2010 Stock Incentive PlanPotential Change in Control, as amended and restated)then in lieu of the amounts due under Section 8(c) above, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”):8(d). (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective DateCompany shall pay Executive any Accrued Compensation; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay Executive any Pro-Rata Bonus; (iii) the Company shall pay Executive as severance pay and in lieu of any further Base Salary or other compensation and benefits for periods subsequent to Executive the termination date, an amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) monthsin cash, which amount shall be paid payable in a lump sum at payment within seventy (70) days following such termination (subject to Section 10), equal to three (3) times the same time payments under Section 5(f)(isum of (A) commence Executive’s highest Base Salary in the three (3) years preceding Executive’s date of termination and is intended (B) the Target Bonus with respect to assist Executive with costs the year of health coveragetermination, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRAor the year of the Change in Control, if higher; and (iiiiv) all the Company shall provide Executive with continued coverage under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s then-outstanding equity awards granted employment termination for three (3) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect for executive officers of the Company immediately prior to such termination, which coverage shall become secondary to any coverage provided to Executive by a subsequent employer; and (v) outplacement services at the Company shall become immediately vestedCompany’s expense for a period of eighteen (18) months following Executive’s date of termination.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If the Executive’s 's employment shall be terminated during the Term by the Company without Cause or by Executive for Good Reason, in each case Reason within twelve (12) months after one year following a Change in Control (as defined Control, in the Company’s 2010 Stock Incentive Plan, as amended and restated)lieu of any amounts payable under Section 71, Executive shall be entitled to receive (a) a lump sum payment payable six months and one day after the Accrued Benefits andDate of Termination equal to the sum of the Base Salary and Executive's AEIP award for the prior year or, if such termination occurs prior to January 1, 2011, Executive's target AEIP opportunity for 2010; (b) if the Date of Termination occurs prior to payment of the Special Incentive, a pro rata portion of the Special Incentive Executive would have received had his employment not terminated; and (c) all compensation and benefits payable to the Executive through the Date of Termination under the terms of this Agreement or any compensation or benefit plan, program or arrangement maintained by the Company or RG&E and in which Executive participated as of the Date of Termination. The Company also shall make a final contribution to the Arrangement in accordance with Section 5.5(D). Notwithstanding the foregoing, if any payment or benefit received or to be received by the Executive (including any payment or benefit received pursuant to this Agreement or otherwise) would be (in whole or part) subject to Executive’s execution and non-revocation the excise tax imposed by Section 4999 of the release described in Section 6(g) Internal Revenue Code (the "Code"), or any successor provision thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and Executive’s compliance with Executive’s obligations under Section 8penalties, are hereafter collectively referred to as the "Excise Tax"), then, the following severance amounts payable under this Section 7.2 shall be reduced to the extent necessary to make such payments and benefits (collectivelynot subject to such Excise Tax, the “Change in Control Severance Benefits”): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable but only if such reduction results in a singlehigher after-lump sum cash tax payment on to the first payroll date that occurs on or Executive after taking into account the Release Effective Date; (ii) provided Excise Tax and any additional taxes the Executive would pay if such payments and benefits were not reduced. Unless the Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as otherwise agree in effect from time to timewriting, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement any determination required under this Section shall be made in writing by a certified public accountant selected by the Company (the "Accountants"), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the monthly COBRA premium paid Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by Executive for him and his eligible dependents for twelve (12) months orthis Section. The reduction of payments, if earlierapplicable, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, shall be effected in the event following order (unless the Company determines that such provisions would subject Executive Executive, to taxation under the extent permitted by Section 105(h) 409A of the Code, or otherwise violate elects another method of reduction by written notice to the Company prior to the Section 280G event): (i) any healthcare law or regulationcash severance payments, then, in lieu of reimbursing (ii) any other cash amounts payable to the Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iii) all any benefits valued as parachute payments, and (iv) acceleration of Executive’s then-outstanding vesting of equity awards granted to Executive by the Company shall become immediately vestedawards.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause (other than on account of Executive’s Disability or death) or by Executive for Good Reason, in each case Reason within twelve twenty-four (1224) months after following a Change in Control (as defined Control, then, in lieu of the Company’s 2010 Stock Incentive Plan, as amended amounts due under Section 9(d) above and restated)subject to Section 15(f) of this Agreement, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”9(e): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective DateAccrued Compensation; (ii) provided Executive the Pro-Rata Bonus; (iii) in lieu of any further Base Salary or other compensation and his eligible dependents timely benefits for periods subsequent to the termination date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 10(c)), equal to three (3) times the sum of (A) Executive’s Base Salary and properly elect to continue health care (B) the Target Bonus; (iv) accelerated vesting and non-forfeitability, as of the termination date, of the Initial LTC and Initial PSUs, with performance and other terms determined in accordance with the applicable award agreements; (v) continued coverage under COBRA, continued participation by for Executive and Executive’s eligible dependents in the standard group under any health, medical, dental dental, vision and vision plans basic life insurance (but not supplemental life insurance) program or policy in which Executive was eligible to participate as of the time of Executive’s employment termination (as may be amended by the Company as in effect from time to timetime in the ordinary course), for three (3) years following such termination on substantially the same terms and conditions basis as active employees, which such benefits are provided to employees during three year period shall run concurrently with the applicable COBRA period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event that (x) the Company may instead, in its discretion, provide substantially similar benefits or payment outside of the Company’s benefit plans if the Company reasonably determines that providing such provisions would subject alternative benefits or payment is appropriate to minimize potential adverse tax consequences and penalties; and (y) the coverage provided hereunder shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible, and it shall be the obligation of Executive to taxation under Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, inform the Company shall pay to if Executive the amount Executive would be required to pay becomes eligible for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health such subsequent coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iiivi) all For purposes of Executive’s then-outstanding equity awards granted to Executive by this Agreement, “Change in Control” shall have the Company shall become immediately vestedmeaning set forth in the award agreement governing the Initial PSUs and Initial LTC.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s 's employment shall be terminated during the Term by the Company without Cause or by Executive for Good Reason, in each case Reason within twelve (12) months after one year following a Change in Control (as defined in the Company’s 2010 Stock Incentive Plan, as amended and restated)Control, Executive shall be entitled to receive all benefits set forth in Section 7.1 above. Notwithstanding the Accrued Benefits andforegoing, if any payment or benefit received or to be received by Executive (including any payment or benefit received pursuant to this Agreement or otherwise) would be (in whole or part) subject to Executive’s execution and non-revocation the excise tax imposed by Section 4999 of the release described in Section 6(g) Internal Revenue Code (the "Code"), or any successor provision thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and Executive’s compliance with Executive’s obligations penalties, are hereafter collectively referred to as the "Excise Tax"), then, the amounts payable under Section 8, 7.1 shall be reduced to the following severance extent necessary to make such payments and benefits (collectivelynot subject to such Excise Tax, the “Change in Control Severance Benefits”): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable but only if such reduction results in a single-lump sum cash higher aftertax payment on to the first payroll date that occurs on or Executive after taking into account the Release Effective Date; (ii) provided Excise Tax and any additional taxes the Executive would pay if such payments and benefits were not reduced. Unless the Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as otherwise agree in effect from time to timewriting, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement any determination required under this Section shall be made in writing by a certified public accountant selected by the Company (the "Accountants"), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the monthly COBRA premium paid Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by Executive for him and his eligible dependents for twelve (12) months orthis Section. The reduction of payments, if earlierapplicable, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, shall be effected in the event following order (unless the Company determines that such provisions would subject Executive Executive, to taxation under the extent permitted by Section 105(h) 409A of the Code, or otherwise violate elects another method of reduction by written notice to the Company prior to the Section 280G event): (i) any healthcare law or regulationcash severance payments, then, in lieu of reimbursing (ii) any other cash amounts payable to the Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iii) all any benefits valued as parachute payments, and (iv) acceleration of Executive’s then-outstanding vesting of equity awards granted to Executive by the Company shall become immediately vestedawards.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause or by Executive for Good Reason, in each case Reason within twelve (12) months after following a Change in Control (as defined in Section 9 below), then in lieu of the Company’s 2010 Stock Incentive Plan, as amended amounts due under Section 8(c) above and restated)subject to the requirements of Section 14(f) of the Agreement, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”):8(d). (i) an amount equal to 100% The Company shall pay Executive any Accrued Compensation through the end of Executive’s Base Salary at the rate notice period provided for in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective DateSection 6(e) hereof; (ii) provided The Company shall pay Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents any bonus earned but unpaid in respect of any fiscal year preceding the standard group medical, dental and vision plans of termination date within sixty (60) days following the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve termination date; (12iii) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the The Company shall pay to Executive an amount equal to the amount bonus or incentive award that Executive would be required have been entitled to pay for continuation receive in respect of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) monthsthe fiscal year in which Executive’s termination date occurs, had he continued in employment until the end of such fiscal year, which amount shall be paid payable in a lump sum payment within sixty (60) days following such termination (subject to Section 10), calculated as if all performance targets and goals (if applicable) had been fully met at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iii) all of Executive’s then-outstanding equity awards granted to Executive “target” level by the Company and by Executive, as applicable, for such fiscal year, multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through termination date and (B) the denominator of which is 365; (iv) The Company shall become pay Executive as severance pay and in lieu of any further Base Salary for periods subsequent to the termination date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 10), equal to three (3) times the sum of (A) Executive’s Base Salary and (B) the Target Bonus; (v) The Company shall provide Executive with continued coverage under any health, medical, dental or vision program or policy in which Executive was eligible to participate as of the time of his employment termination for two (2) years following such termination on terms no less favorable to Executive and his dependents (including with respect to payment for the costs thereof) than those in effect immediately vested.prior to such termination;

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon If during the two (2) year period following a termination of Change in Control Executive’s employment is terminated by the Company without Cause (other than on account of Executive’s death or Disability) or by Executive for Good Reason, in each case within twelve (12) months after a Change in Control (as defined in either case, during the Company’s 2010 Stock Incentive Plan, as amended and restated)Term, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”7(e): (i) an amount the Accrued Compensation; (ii) the Pro-Rata Bonus payable in a lump sum at the time such bonus or incentive awards are payable to other participants; (iii) subject to Executive’s compliance with Sections 9 and 12(h) hereof, a payment equal to 100% two times the sum of Executive’s Base Salary at the rate and Annual Bonus as in effect on immediately prior to Executive’s termination of employment (or if greater, the date Base Salary as in effect immediately preceding the occurrence of termination, the Good Reason condition) payable in a single-lump sum cash payment on in the first regular payroll date that occurs on occurring following the sixtieth (60th) day following such termination of employment; provided, however, if the Change in Control is not a change in the ownership or after effective control of the Release Effective DateCompany or a change in ownership of a substantial portion of the assets of the Company under Section 409A of the Code, then the payments shall be made in twenty-four equal monthly installments; (iiiv) provided Executive subject to Executive’s compliance with Sections 9 and his eligible dependents timely and properly elect to continue health care coverage under COBRA12(h) hereof, continued participation by the Company shall provide Executive and Executive’s eligible dependents in dependents, if applicable, with continued coverage under the standard group medical, dental and vision plans terms of the Company medical or dental program or policy as in effect from time to time, on substantially time at the Company for eighteen (18) months following such termination (which such 18 month period shall run concurrently with the COBRA period and which coverage shall become secondary to any Medicare coverage for which Executive becomes eligible) and Executive shall pay for such benefits at the same terms and conditions as cost that active employees of the Company are required to pay for such benefits are provided from time to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coveragetime; provided, however, the Parties agree to cooperate such that the continued coverage is, to the extent practicable, provided in the event a manner so as to minimize adverse tax consequences to the Company determines that such provisions would subject Executive to taxation under Section 105(h) 4980D of the Code; provided, or otherwise violate any healthcare law or regulationfurther, then, in lieu of reimbursing continued coverage shall cease at such time as Executive becomes eligible for coverage with a subsequent employer; and (v) subject to Executive’s compliance with Sections 9 and 12(h) hereof, the Company shall pay provide for the 12-month period beginning on the date on which Executive’s employment terminates, or until Executive begins other full-time employment with a new employer, whichever occurs first, outplacement services that are directly related to the type of services Executive provided to the amount Executive would be required to pay for continuation Company and are actually provided by an outplacement services firm, paid by the Company; provided, however, the cost of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) monthsthe outplacement services may not exceed $50,000. For purposes of this Agreement, which amount a “Change in Control” shall be paid deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (I) the acquisition (other than from the Company), by any person (as such term is defined in Section 13(c) or 14(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities; or (II) the individuals who, as of the date hereof, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a lump sum majority of the Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and such new director shall be considered as a member of the Incumbent Board; or (III) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, if (1) the shareholders of the Company, immediately before such merger or consolidation, do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same time payments under Section 5(f)(iproportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such merger or consolidation or (2) commence and immediately following the merger or consolidation, the individuals who comprised the Board immediately prior thereto do not constitute at least a majority of the board of directors of the entity resulting from such merger or consolidation (or, if the entity resulting from such merger or consolidation is intended to assist Executive with costs of health coveragethen a subsidiary, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRAthe ultimate parent thereof); andor (iiiIV) a complete liquidation or dissolution of the Company or the closing of an agreement for the sale or other disposition of all or substantially all of Executivethe assets of the Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because more than fifty percent (50%) of the combined voting power of the Company’s then-then outstanding equity awards granted to Executive securities is acquired by (x) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company shall become or any of its subsidiaries or (y) any corporation which, immediately vestedprior to such acquisition, is owned directly or indirectly by the shareholders of the Company in the same proportion as their ownership of shares in the Company immediately prior to such acquisition.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s employment shall be terminated during the Term by the Company without Cause or by Executive for Good Reason, in each case Reason within twelve (12) months after one year following a Change in Control (as defined in the Company’s 2010 Stock Incentive Plan, as amended and restated)Control, Executive shall be entitled to receive all benefits set forth in Section 7.1 above, except that (i) she shall be entitled to two times her Base Salary and target EVP instead of one times her Base Salary and target EVP, and (ii) she shall be eligible to vest in the Accrued Benefits andfull amount of the Initial PSUs granted pursuant to Section 5.3(a), subject to Executive’s execution and non-revocation attainment of the release described Performance Conditions, provided that (I) the Performance Conditions shall be considered earned at a level of 100% with respect to one-half of the Initial PSUs, (II) with respect to the second one-half of the Initial PSUs, such performance shall be measured as of the Change in Control date, with such adjustments to the Performance Conditions as are deemed equitable by the Board in accordance with the OIP and in a manner otherwise consistent with the treatment of outstanding performance share units in such Change in Control transaction, and (III) such PSUs shall, to the extent deemed earned in accordance with the foregoing, be paid to Executive as soon as practicable following the Termination Date, but in no case later than thirty (30) days following the Termination Date. Notwithstanding the foregoing, if any payment or benefit received or to be received by Executive (including any payment or benefit received pursuant to this Agreement or otherwise) would be (in whole or part) subject to the excise tax imposed by Section 6(g) 4999 of the Internal Revenue Code (the “Code”), or any successor provision thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and Executive’s compliance with Executive’s obligations penalties, are hereafter collectively referred to as the “Excise Tax”), then, the amounts payable under Section 8, 7.1 shall be reduced to the following severance extent necessary to make such payments and benefits (collectivelynot subject to such Excise Tax, the “Change in Control Severance Benefits”): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable but only if such reduction results in a singlehigher after-lump sum cash tax payment on to the first payroll date that occurs on or Executive after taking into account the Release Effective Date; (ii) provided Excise Tax and any additional taxes the Executive would pay if such payments and benefits were not reduced. Unless the Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as otherwise agree in effect from time to timewriting, on substantially the same terms any determination required under this Section shall be made in writing by a certified public accountant (or other professional with recognized expertise regarding Code Sections 280G and conditions as such benefits are provided to employees during the applicable period, and reimbursement 4999) selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the monthly COBRA premium paid Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by Executive for him and his eligible dependents for twelve (12) months orthis Section. The reduction of payments, if earlierapplicable, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, shall be effected in the event following order (unless the Company determines that such provisions would subject Executive Executive, to taxation under the extent permitted by Section 105(h) 409A of the Code, or otherwise violate elects another method of reduction by written notice to the Company prior to the Section 280G event): (i) any healthcare law or regulationcash severance payments, then, in lieu of reimbursing (ii) any other cash amounts payable to the Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iii) all any benefits valued as parachute payments, and (iv) acceleration of Executive’s then-outstanding vesting of equity awards granted to Executive by the Company shall become immediately vestedawards.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s employment shall be terminated during the Term by the Company without Cause or by Executive for Good Reason, in each case Reason within twelve (12) months after one year following a Change in Control (as defined in the Company’s 2010 Stock Incentive Plan, as amended and restated)Control, Executive shall be entitled to receive all benefits set forth in Section 7.1 above, except that (i) he shall be entitled to two times his Base Salary and target EVP instead of one times his Base Salary and target EVP, and (ii) he shall be eligible to vest in the Accrued Benefits andfull amount of the Initial PSUs granted pursuant to Section 5.3(a), subject to Executive’s execution and non-revocation attainment of the release described Performance Conditions, provided that (I) the Performance Conditions shall be considered earned at a level of 100% with respect to one-half of the Initial PSUs, (II) with respect to the second one-half of the Initial PSUs, such performance shall be measured as of the Change in Control date, with such adjustments to the Performance Conditions as are deemed equitable by the Board in accordance with the OIP and in a manner otherwise consistent with the treatment of outstanding performance share units in such Change in Control transaction, and (III) such PSUs shall, to the extent deemed earned in accordance with the foregoing, be paid to Executive as soon as practicable following the termination date, but in no case later than thirty (30) days following the termination date. Notwithstanding the foregoing, if any payment or benefit received or to be received by Executive (including any payment or benefit received pursuant to this Agreement or otherwise) would be (in whole or part) subject to the excise tax imposed by Section 6(g) 4999 of the Internal Revenue Code (the “Code”), or any successor provision thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and Executive’s compliance with Executive’s obligations penalties, are hereafter collectively referred to as the “Excise Tax”), then, the amounts payable under Section 8, 7.1 shall be reduced to the following severance extent necessary to make such payments and benefits (collectivelynot subject to such Excise Tax, the “Change in Control Severance Benefits”): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable but only if such reduction results in a singlehigher after-lump sum cash tax payment on to the first payroll date that occurs on or Executive after taking into account the Release Effective Date; (ii) provided Excise Tax and any additional taxes the Executive would pay if such payments and benefits were not reduced. Unless the Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as otherwise agree in effect from time to timewriting, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement any determination required under this Section shall be made in writing by a certified public accountant selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the monthly COBRA premium paid Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by Executive for him and his eligible dependents for twelve (12) months orthis Section. The reduction of payments, if earlierapplicable, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, shall be effected in the event following order (unless the Company determines that such provisions would subject Executive Executive, to taxation under the extent permitted by Section 105(h) 409A of the Code, or otherwise violate elects another method of reduction by written notice to the Company prior to the Section 280G event): (i) any healthcare law or regulationcash severance payments, then, in lieu of reimbursing (ii) any other cash amounts payable to the Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and (iii) all any benefits valued as parachute payments, and (iv) acceleration of Executive’s then-outstanding vesting of equity awards granted to Executive by the Company shall become immediately vestedawards.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause (other than on account of Executive’s Disability or death) or by Executive for Good Reason, in each case Reason within twelve twenty-four (1224) months after following a Change in Control Control, then, in lieu of the amounts due under Section 8(d) above and subject to Section 14(f) of this Agreement, Executive shall be entitled to the benefits provided in this Section 8(e): (i) the Accrued Compensation; (ii) the Pro-Rata Bonus; (iii) in lieu of any further Base Salary or other compensation and benefits for periods subsequent to the termination date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 9(c)), equal to three (3) times the sum of (A) Executive’s Base Salary and (B) the Target Bonus; and (iv) continued coverage under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as defined of the time of Executive’s employment termination for three (3) years following such termination on terms no less favorable to Executive and Executive’s dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination, which such three year period shall run concurrently with the COBRA period, and which coverage shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible. Notwithstanding the above, in the event such continued coverage, by reason of change in the applicable law, may, in the Company’s 2010 reasonable view, result in tax or other penalties on the Company, this provision shall terminate and the parties shall, in good faith, negotiate for a substitute provision that provides substantially similar benefit to Executive but does not result in such tax or other penalties. (v) For purposes of this Agreement, “Change in Control” shall have the meaning set forth in Endo’s 2015 Stock Incentive Plan, as amended and restated), Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described in Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective Date; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as time (provided that any such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but amendment is not required to) obtain through an election adverse to continue health care coverage under COBRA; and (iii) all of Executive’s then-outstanding equity awards granted to Executive by the Company shall become immediately vested).

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon If during the two (2) year period following a termination of Change in Control Executive’s employment is terminated by the Company without Cause (other than on account of Executive’s death or Disability) or by Executive for Good Reason, in each case within twelve (12) months after a Change in Control (as defined in either case, during the Company’s 2010 Stock Incentive Plan, as amended and restated)Term, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”7(e): (i) an amount the Accrued Compensation; (ii) the Pro-Rata Bonus payable in a lump sum at the time such bonus or incentive awards are payable to other participants; (iii) subject to Executive’s compliance with Sections 9 and 12(h) hereof, a payment equal to 100% two times the sum of Executive’s Base Salary at the rate and Target Bonus as in effect on immediately prior to Executive’s termination of employment (or if greater, the date Base Salary as in effect immediately preceding the occurrence of termination, the Good Reason condition) payable in a single-lump sum cash payment on in the first regular payroll date that occurs on occurring following the sixtieth (60th) day following such termination of employment; provided, however, if the Change in Control is not a change in the ownership or after effective control of the Release Effective DateCompany or a change in ownership of a substantial portion of the assets of the Company under Section 409A of the Code, then the payments shall be made in twenty-four equal monthly installments; (iiiv) provided Executive subject to Executive’s compliance with Sections 9 and his eligible dependents timely and properly elect to continue health care coverage under COBRA12(h) hereof, continued participation by the Company shall provide Executive and Executive’s eligible dependents in dependents, if applicable, with continued coverage under the standard group medical, dental and vision plans terms of the Company medical or dental program or policy as in effect from time to time, on substantially time at the Company for eighteen (18) months following such termination (which such 18 month period shall run concurrently with the COBRA period and which coverage shall become secondary to any Medicare coverage for which Executive becomes eligible) and Executive shall pay for such benefits at the same terms and conditions as cost that active employees of the Company are required to pay for such benefits are provided from time to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coveragetime; provided, however, the Parties agree to cooperate such that the continued coverage is, to the extent practicable, provided in the event a manner so as to minimize adverse tax consequences to the Company determines that such provisions would subject Executive to taxation under Section 105(h) 4980D of the Code; provided, or otherwise violate any healthcare law or regulationfurther, then, in lieu of reimbursing continued coverage shall cease at such time as Executive becomes eligible for coverage with a subsequent employer; and (v) subject to Executive’s compliance with Sections 9 and 12(h) hereof, the Company shall pay provide for the 12-month period beginning on the date on which Executive’s employment terminates, or until Executive begins other full-time employment with a new employer, whichever occurs first, outplacement services that are directly related to the type of services Executive provided to the amount Executive would be required to pay for continuation Company and are actually provided by an outplacement services firm, paid by the Company; provided, however, the cost of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) monthsthe outplacement services may not exceed $50,000. For purposes of this Agreement, which amount a “Change in Control” shall be paid deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (I) the acquisition (other than from the Company), by any person (as such term is defined in Section 13(c) or 14(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities; or (II) the individuals who, as of the date hereof, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a lump sum majority of the Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and such new director shall be considered as a member of the Incumbent Board; or (III) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, if (1) the shareholders of the Company, immediately before such merger or consolidation, do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same time payments under Section 5(f)(iproportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such merger or consolidation or (2) commence and immediately following the merger or consolidation, the individuals who comprised the Board immediately prior thereto do not constitute at least a majority of the board of directors of the entity resulting from such merger or consolidation (or, if the entity resulting from such merger or consolidation is intended to assist Executive with costs of health coveragethen a subsidiary, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRAthe ultimate parent thereof); andor (iiiIV) a complete liquidation or dissolution of the Company or the closing of an agreement for the sale or other disposition of all or substantially all of Executivethe assets of the Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because more than fifty percent (50%) of the combined voting power of the Company’s then-then outstanding equity awards granted to Executive securities is acquired by (x) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company shall become or any of its subsidiaries or (y) any corporation which, immediately vestedprior to such acquisition, is owned directly or indirectly by the shareholders of the Company in the same proportion as their ownership of shares in the Company immediately prior to such acquisition.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause (other than on account of Executive’s Disability or death) or by Executive for Good Reason, in each case Reason within twelve twenty-four (1224) months after following a Change in Control (as defined Control, then, in lieu of the Company’s 2010 Stock Incentive Plan, as amended amounts due under Section 9(d) above and restated)subject to Section 15(f) of this Agreement, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”9(e): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective DateAccrued Compensation; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve Pro-Rata Bonus; (12iii) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executiveany further Base Salary or other compensation and benefits for periods subsequent to the termination date, the Company shall pay to Executive the an amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) monthsin cash, which amount shall be paid payable in a lump sum at payment within sixty (60) days following such termination (subject to Section 10(c)), equal to three (3) times the same time payments under Section 5(f)(isum of (A) commence Executive’s Base Salary and is intended to assist Executive with costs (B) the Target Bonus; (iv) accelerated vesting and non-forfeitability, as of health coveragethe termination date, of the Initial Stock Options, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRAshall remain exercisable in accordance with their terms; and (iiiv) all continued coverage under any health, medical, dental, vision or life insurance program or policy in which Executive was eligible to participate as of the time of Executive’s then-outstanding equity awards granted employment termination for three (3) years following such termination on the same basis as active employees, which such three year period shall run concurrently with the COBRA period, and which coverage shall become secondary to any coverage provided to Executive by a subsequent employer and to any Medicare coverage for which Executive becomes eligible. Notwithstanding the Company above, in the event such continued coverage, by reason of change in the applicable law, may, in the Company’s reasonable view, result in tax or other penalties on the Company, this provision shall become immediately vestedterminate and the parties shall, in good faith, negotiate for a substitute provision that provides substantially similar benefit to Executive but does not result in such tax or other penalties. (vi) For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the award agreement governing the Initial Stock Options.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon a termination of If Executive’s employment by the Company shall be terminated by the Company without Cause or by Executive for Good Reason, in each case Reason within twelve (12) months after following a Change in Control (as defined in Section 10 below), then in lieu of the Company’s 2010 Stock Incentive Plan, as amended amounts due under Section 9(c) above and restated)subject to the requirements of Section 15(f) of the Agreement, Executive shall be entitled to receive the benefits provided in this Section 9(d). (1) The Company shall pay Executive any Accrued Benefits and, subject to Executive’s execution and non-revocation Compensation through the end of the release described notice period provided for in Section 6(g7(e) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”):hereof; (i2) The Company shall pay Executive any bonus earned but unpaid in respect of any fiscal year preceding the termination date within sixty (60) days following the termination date; (3) The Company shall pay to Executive an amount equal to 100% the bonus or incentive award that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination date occurs, had he continued in employment until the end of such fiscal year, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 11), calculated as if all performance targets and goals (if applicable) had been fully met at the “target” level by the Company and by Executive, as applicable, for such fiscal year, multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through termination date and (B) the denominator of which is 365; (4) The Company shall pay Executive as severance pay and in lieu of any further Base Salary for periods subsequent to the termination date, an amount in cash, which amount shall be payable in a lump sum payment within sixty (60) days following such termination (subject to Section 11), equal to three (3) times the sum of (A) Executive’s Base Salary at the rate as in effect immediately prior to the Change in Control or immediately prior to the termination date, whichever is greater, and (B) the Target Bonus; (5) The Company shall provide Executive with self-insured coverage under any health, medical, dental or vision program or policy in which Executive was eligible to participate as of the time of his employment termination for two (2) years following such termination on terms no less favorable to Executive and his dependents (including with respect to payment for the costs thereof) than those in effect immediately prior to such termination; (6) Annual Bonus Share Units and the 0000 XXX Grant shall be payable, in the Company’s discretion, in either cash or in shares of the acquiring entity, on the date of terminationthat is six months and one day following Executive’s termination date. Notwithstanding the above, the Annual Bonus Share Units and the 0000 XXX Grant shall be payable in a single-lump sum cash payment shares of the acquiring entity only if the common stock of the acquiring entity is publicly traded on an established securities market on the first payroll date that occurs on or after the Release Effective Datewhich such shares are payable; (ii7) provided Executive If the Option and his eligible dependents timely the Matching Share Units are not cancelled in connection with a Change in Control in exchange for a cash payment (as set forth in Section 10), each outstanding Option and properly elect to continue health care coverage under COBRAMatching Share Unit will vest, continued participation by Executive the Option will remain exercisable for one year following the termination date (but not beyond the Option term), and each Matching Share Unit will be settled as soon as practicable (but in no event more than sixty (60) days) following the termination date; (8) The 2009 Option and the 2011 Option shall become fully vested and, if not cancelled in connection with a Change in Control in exchange for a cash payment (as set forth in Section 10), then the 2009 Option and the 2011 Option will remain exercisable for one year following the termination date (but in no event beyond the term of the 2009 Option and the 2011 Option); (9) The Company shall deliver Shares in respect of vested Additional Matching Units that have not been delivered, if any, on the date that is six months and one day following Executive’s eligible dependents termination of employment, and all other Additional Matching Units as of the termination date shall be forfeited; (10) If not previously vested or forfeited in accordance with its terms, the performance measures applicable to each of the Performance Share Units and the Long-Term Performance Share Units will be applied as though the termination date were the end of the measurement period (but in the standard group medical, dental and vision plans case of the Long-Term Performance Share Units, in no event shall the measurement period be less than one year) and the units will vest in a manner consistent with the respective vesting provisions applicable to those awards (provided that no pro ration shall be applied). The Company shall deliver Shares in respect of vested units in respect of each such award (including previously vested units that have not been delivered), if any, and cash in respect of Performance Share Units, as provided in effect from time to timethe Merger Agreement, on substantially the same terms and conditions as such benefits are provided Executive’s termination of employment (subject to employees during the applicable periodany delay required by Section 11 of this Agreement), and reimbursement by the Company all other units in respect of such awards unvested as of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve termination date shall be forfeited; (1211) months orWith respect to the 2010 Long-Term Performance Units, if earliernot previously vested or forfeited in accordance with its terms, until the performance measures applicable to any unvested units will be applied as though the termination date Executive is were the end of the measurement period (but in no longer eligible to receive COBRA continuation coverageevent shall the measurement period be less than one year), and the units will vest in a manner consistent with its vesting provisions; provided, however, that in the event Executive is entitled to benefits pursuant to this Section, only a pro rata portion of such calculated units will vest upon termination based on the number of completed months elapsed from February 1, 2011 to the date of termination divided by 36 months. The Company determines shall deliver Shares in respect of vested units (including previously vested units that such provisions would have not been delivered), if any, on Executive’s termination of employment (subject Executive to taxation under any delay required by Section 105(h) 11 of this Agreement), and all other 2010 Long-Term Performance Units unvested as of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount termination date shall be paid in a lump sum at the same time payments under Section 5(f)(i) commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRAforfeited; and (iii12) all The 2011 Long-Term Performance Units shall be treated in accordance with the provisions of Executive’s then-outstanding equity awards granted Section 10(e); (13) Executive shall not be required to mitigate the amount of any payment provided for under this Section 9 by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive by the Company shall become immediately vestedin any subsequent employment.

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. Upon If during the two (2) year period following a termination of Change in Control Executive’s employment is terminated by the Company without Cause (other than on account of Executive’s death or Disability) or by Executive for Good Reason, in each case within twelve (12) months after a Change in Control (as defined in either case, during the Company’s 2010 Stock Incentive Plan, as amended and restated)Term, Executive shall be entitled to receive the Accrued Benefits and, subject to Executive’s execution and non-revocation of the release described benefits provided in this Section 6(g) and Executive’s compliance with Executive’s obligations under Section 8, the following severance payments and benefits (collectively, the “Change in Control Severance Benefits”7(e): (i) an amount equal to 100% of Executive’s Base Salary at the rate in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective DateAccrued Compensation; (ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, continued participation by Executive and Executive’s eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section 105(h) of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid Pro-Rata Bonus payable in a lump sum at the same time payments such bonus or incentive awards are payable to other participants; (iii) subject to Executive’s compliance with Sections 9 and 12(h) hereof, a payment equal to 2.4 times the sum of Executive’s Base Salary and Annual Bonus as in effect immediately prior to Executive’s termination of employment (or if greater, the Base Salary as in effect immediately preceding the occurrence of the Good Reason condition) payable in a lump sum in the first regular payroll occurring following the sixtieth (60th) day following such termination of employment; provided, however, if the Change in Control is not a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company under Section 5(f)(i409A of the Code, then the payments shall be made in twenty-four equal monthly installments; (iv) commence and is intended to assist the Company shall provide Executive with costs the benefits pursuant to Section 4(b) of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRAthis Agreement; and (iiiv) subject to Executive’s compliance with Sections 9 and 12(h) hereof, the Company shall provide for the 12-month period beginning on the date on which Executive’s employment terminates, or until Executive begins other full-time employment with a new employer, whichever occurs first, outplacement services that are directly related to the type of services Executive provided to the Company and are actually provided by an outplacement services firm, paid by the Company; provided, however, the cost of the outplacement services may not exceed $50,000. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (I) the acquisition (other than from the Company), by any person (as such term is defined in Section 13(c) or 14(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities; or (II) the individuals who, as of the date hereof, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and such new director shall be considered as a member of the Incumbent Board; provided, however that a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company, shall not be considered as a member of the Incumbent Board; or (III) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, if (1) the shareholders of the Company, immediately before such merger or consolidation, do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such merger or consolidation or (2) immediately following the merger or consolidation, the individuals who comprised the Board immediately prior thereto do not constitute at least a majority of the board of directors of the entity resulting from such merger or consolidation (or, if the entity resulting from such merger or consolidation is then a subsidiary, the ultimate parent thereof); or (IV) a complete liquidation or dissolution of the Company or the closing of an agreement for the sale or other disposition of all or substantially all of Executivethe assets of the Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because more than fifty percent (50%) of the combined voting power of the Company’s then-then outstanding equity awards granted to Executive securities is acquired by (x) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company shall become or any of its subsidiaries or (y) any corporation which, immediately vestedprior to such acquisition, is owned directly or indirectly by the shareholders of the Company in the same proportion as their ownership of shares in the Company immediately prior to such acquisition.