Common use of Termination by the Company Without Cause Clause in Contracts

Termination by the Company Without Cause. The Company may, without cause, terminate your employment at any time with six (6) months prior written notice to you. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5A, the Company shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your that Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability) and provided that he fully executes an effective Release of Claims as described in Section 7(g), Employee shall also pay to you the followingbe eligible for: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.The Accrued Obligations; (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination.The Severance Benefits; and (iii) A single lump sum payment Acceleration of any incentive compensation earned the vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination; provided that such termination without Cause and the Date of Termination occurs within eighteen (18) months after a Sale Event (as defined in the fiscal year of Equity Documents) (the termination of your employment. Such payment will be pro-rated through the last day of your employment and “Accelerated Equity Benefits”), in which case Employee shall be paid in accordance with the MICP. have ninety (iv90) Continuation of medical benefits for a period of six (6) months days from the date Date of termination. (v) Executive outplacement for a period of six (6) months from Termination to exercise the date of terminationvested equity awards. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To Notwithstanding the extent vestedforegoing, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with Severance Benefits shall immediately terminate, and the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Agreement and you Section 7(d), Employee shall have no further obligation rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section l(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance Term and promptly shall respond to any reasonable inquiries concerning his employment activities. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company under this Agreement except as noted in Sections 6 and 7 and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of this AgreementTermination.

Termination by the Company Without Cause. The Company may, without cause, may terminate your this Agreement and the Executive’s employment at any time with six (6) months prior written notice to you. The termination date in this instance is the date on which the notice period endswithout Cause. In this event, provided that such case the Company may release you termination of employment constitutes a “separation from your position and duties immediately and elect to pay six service” as defined in Treasury Regulation Section 1.409A-1(h) (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5A“Separation from Service”), the Company shall also continue to pay to you Executive his then-current Base Salary (based on the following: previous twelve (i12) A severance payment in an amount equal to one-half month, or shorter period if applicable, average for salary payments) as of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from following the date of termination. Executive’s Separation from Service (v) Executive outplacement for a period the “Severance Payments”), as well as all accrued salary and vacation time as of six (6) months from the date of termination. Such cost Severance Payments under this subsection shall be made at the same time and in the same manner as such salary would have been paid if Executive had remained in active employment in accordance with the Company’s normal payroll practices as in effect on the date of Executive’s Separation from Service, provided that (i) Executive has executed a waiver and release of claims agreement in the Company’s customary form (the “Release”), which Release may be amended by the Company to reflect changes in applicable laws and regulations, within 21 days after the Company’s delivery of such Release to the Executive, which shall be made no later than 2 days after the date of Executive’s Separation from Service and (ii) Executive has not exceed ten thousand dollars ($10,000). (vi) To revoked such Release within the extent vested, the Monthly Supplemental Retirement Benefit as applicable 7- day revocation period set forth in Section 2D hereof with such Release. Notwithstanding the foregoing, any Severance Payments that would otherwise be made before the Company’s first monthly regular payroll payment beginning date occurring on or after the first 30th day of the month immediately succeeding after the date of termination. The Company Executive’s Separation from Service (the “First Payment Date”) shall have no further obligation to you under this Agreement and you shall have no further obligation to be made on the Company under this Agreement except as noted in Sections 6 and 7 of this AgreementFirst Payment Date.

Termination by the Company Without Cause. The Company may, without cause, may terminate your the Executive’s employment at any time with without Cause, effective six (6) months prior following the Executive’s receipt of written notice to youof such termination (in this Section 7(d), the “Notice Period”). The Company may, in its sole and absolute discretion, by written notice, waive the services of the Executive during the Notice Period or in respect of any part of such period, and at the Company’s sole discretion accelerate the effective date of such termination of employee-employer relationship (such accelerated date in this instance is shall constitute the date Termination Date), all on the condition that Teva USA pays the Executive the monthly Base Salary and all additional compensation and benefits to which the notice period ends. In Executive is entitled in respect of the Notice Period without regard to any such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodwaiver. In the event your the Executive’s employment is terminated under this Section 5Aby Teva USA without Cause (other than by reason of his death or Disability), the Company Executive shall also pay to you the followingbe entitled to: (i) A severance the Accrued Obligations; (ii) any unpaid Annual Bonus in respect of any completed fiscal year that has ended on or prior to the Termination Date, such amount to be paid at the same time it would otherwise be paid to the Executive had no such termination occurred, but in no event later than one day prior to the date that is two and one-half (2 1⁄2) months following the last day of such completed fiscal year; provided, that, if the Company has provided the Executive with notice of termination pursuant to this Section 7(d), any Annual Bonus payable pursuant to this subsection (ii) shall be prorated to reflect the portion of the year during which the Executive was an active employee; (iii) continued payment of the Executive’s then-current Base Salary, in accordance with the payroll practices of the Company, for twelve (12) months; (iv) a lump sum cash payment in an amount equal to onethe Executive’s then-half current Base Salary, payable in a cash lump sum on the next regular payroll date immediately following the sixtieth (60th) day after the Termination Date; (v) subject to the Executive’s election of your then current annual base rate compensationCOBRA continuation coverage under Teva USA’s group health plan, on the first regularly scheduled payroll date of each month during the eighteen (18) month period commencing on the Termination Date, Teva USA will pay the Executive a cash amount equal to the difference between the monthly COBRA premium cost and the premium cost to the Executive as if the Executive were an employee of Teva USA (excluding, for purposes of calculating such cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that any payments pursuant to this subsection (v) shall cease earlier than the expiration of such eighteen (18) month period (x) in the event that the Executive becomes eligible to receive any comparable health benefits, including through a spouse’s employer, during such eighteen (18) month period or (y) to the extent required to avoid adverse consequences (including penalties or negative tax consequences) to the Executive or Teva USA under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010; and (vi) continued vesting of any outstanding equity awards granted to the Executive by TPI, without regard to the termination of Executive’s employment, for the remainder of their original terms to the same extent as if the Executive had remained employed by the Company in accordance with the terms and conditions of TPI’s equity plans and the individual award agreements evidencing such grants (including, for the avoidance of doubt, any performance vesting conditions). Such payment will begin at In addition, the vested portion of any stock option as of the conclusion of the notice period, which is stock option vesting term will be exercisable through the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the stated expiration date of such termination. stock option, following which any portion of such stock option not exercised will expire. Notwithstanding the foregoing, (A) the payments and benefits described in subsections (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To above shall immediately cease, (B) the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under the Executive with respect thereto and (C) the Executive shall promptly repay to the Company any payments or benefits paid or provided to the Executive pursuant to subsections (ii) through (vi) above, in the event that the Executive breaches any provision of Section 9 hereof. Following a termination of the Executive’s employment by Teva USA without Cause, except as set forth in this Agreement and you Section 7(d), the Executive shall have no further obligation rights to the Company any compensation or any other benefits under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. or by the Employee for --------------------------------------------------------------- Changed Circumstances. The Company maymay terminate the employment relationship --------------------- with the Employee without cause (which shall not include a termination pursuant to Paragraphs 8, without cause9 or 10) by giving the Employee 15 days prior written notice. The Employee may terminate the employment relationship with the Company for Changed Circumstances by giving the Company 15 days prior written notice. The term "Changed Circumstances" as used in this Paragraph 11 means (a) a reduction in the Employee's base salary and benefits, terminate your employment at any time with six (6b) months prior a material reduction in the scope of the Employee's authority and/or responsibilities, (c) during the first three years following the Closing Date, a change in the Company's management under which the Employee is no longer the Company's President and Chief Executive Officer, (d) a change in the control of the Company, and/or (e) breach of the Agreement by the Company which the Company fails to cure after 30 days' written notice to you. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodCompany. In the event your the employment relationship is terminated under this Section 5Aby the Company without cause or by the Employee for Changed Circumstances during the term hereof, the Company shall pay the Employee all accrued benefits and unreimbursed expenses owed to the Employee that have accrued but have not been paid as of the Termination Date. The Company shall also continue to pay to you the following: (i) A severance payment in an amount equal to one-half Employee all salary and benefits hereunder until the third anniversary of your then current annual base rate compensationthe Closing Date. Such payment will begin at the conclusion of the notice period, which is the termination date, and payments shall be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation Employee's regular salary schedule. Payment of medical the severance benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with herein shall be subject to the first monthly payment beginning on execution and delivery of a Separation Agreement (including a release of all claims against the first day Company) the terms of which will reasonably be determined by the month immediately succeeding the date of terminationparties. The Company Company's obligations pursuant to this Paragraph 11 shall terminate immediately upon any violation of Paragraph 3 or 4 or the taking of any other action by the Employee that would have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 effect of this Agreementdeclaring the provisions of Paragraph 3 or 4 not enforceable.

Termination by the Company Without Cause. The Upon 30 days written notice, the Company, in its sole discretion, may terminate Ms. Hand’s employment without Cause (as “Cause” is defined in Paragraph 6(f) below). If Ms. Hand executes a separation agreement in a form substantially similar to the agreement set forth in Exhibit B (attached hereto), releasing all legal claims except for those that cannot legally be released and Ms. Hand continues to comply with all terms of such separation agreement, and any other agreements signed by the Employee with the Company, then the Company mayshall pay Ms. Hand severance compensation equal to twelve (12) full calendar months of Ms. Hand’s then current base pay. Salary continuation payments will be made at the Company’s regular payroll intervals, provided, however, payments accruing for payroll periods prior to the date that the Company has received a signed and effective separation agreement and release shall be suspended and paid on the first payroll date following the effective date of the separation and release. If the Company terminates this Agreement without causeCause under this Paragraph 6(b), terminate your employment and the Company pays Ms. Hand the compensation earned as of the effective date of the termination, and provides Ms. Hand severance compensation in the amount and on the terms specified in this Paragraph 6(b), the Company’s acts in doing so shall be in complete accord and satisfaction of any claim that Ms. Hand has or may at any time have for compensation or payments of any kind from the Company or TeleTech Parent arising from or relating in whole or part to Ms. Hand's employment with six the Company and/or this Agreement. If the separation agreement and legal release referenced above is not signed within thirty (630) months prior written notice to you. The termination date in this instance is days from the date on that such agreement is presented to Ms. Hand (which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5A, the Company shall also pay to you present no later than fifteen (15) days after the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the effective date of termination of Employee’s termination), then Ms. Hand waives her right to receive any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereofseverance compensation pursuant to this Agreement, including salary in respect of even if Ms. Hand were to successfully litigate any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to claim against the Company under this Agreement except as noted in Sections 6 and 7 of this Agreementand/or TeleTech Parent.

Termination by the Company Without Cause. The Company may, may terminate the Executive’s employment without cause, terminate your employment Cause at any time with by delivery of a termination notice. (i) If the Company terminates the Executive’s employment without Cause during the Term, then any RSUs then unvested shall immediately vest and the Company shall: (A) pay the Executive’s Base Salary through the Termination Date; (B) continue to pay the Executive Base Salary, and reimburse LTD premiums, for twelve (12) months after the Termination Date; (C) pay any Bonus earned for the Bonus Year prior to the year in which the termination occurs which has not been paid as of the Termination Date; (D) pay a Bonus for the Bonus Year in which the termination occurs, to the extent that the Executive and the Company achieve the goals and targets for such Bonus Year as determined by the CEO pursuant to Paragraph 6, provided that any such Bonus (I) shall be pro-rated based on the period of time the Executive worked for the Company in the Bonus Year, and (II) shall be paid at the time provided in Paragraph 6; and (E) for twelve (12) months after the Termination Date, (x) continue medical and dental insurance coverage (to the extent permitted by applicable group insurance contracts), pay the Executive’s COBRA premium costs (provided that the Executive timely elects COBRA coverage), or (z) continue to reimburse Executive for premium payments as provided in Paragraph 8(a). (ii) If the Company terminates the Executive’s employment without Cause after the expiration of the Term, then the Company shall: (A) pay the Executive’s Base Salary through the Termination Date; (B) continue to pay the Executive Base Salary for six (6) months after the Termination Date; (C) pay any Bonus earned for the Bonus Year prior written notice to you. The termination date the year in this instance is the date on which the notice period ends. In such case termination occurs which has not been paid as of the Company may release you from your position and duties immediately and elect to pay Termination Date; (D) for six (6) months after the Termination Date, (x) continue medical and dental insurance coverage (to the extent permitted by applicable group insurance contracts), (y) pay at normal payroll intervals during the notice period. In Executive’s COBRA premium costs (provided that the event your employment is terminated under this Section 5AExecutive timely elects COBRA coverage), or (z) continue to reimburse Executive for premium payments as provided in Paragraph 8(a); and (E) if the Company shall also termination occurs in October, November or December 2015, pay to you a pro-rata Bonus for 2015, based on the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion fraction of the notice period, which is year worked by the termination date, Executive in 2015 and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date percentage of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated each goal achieved through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (viii) Executive outplacement for a period of six (6Any benefits provided and payments made pursuant to Paragraph 9(f) months from the date of termination. Such cost or 9(g) shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit be due at such time as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall they would have no further obligation to you been provided or paid had Executive’s employment continued under this Agreement (except for RSUs that shall immediately vest), and you in the event of Executive’s death, shall have no further obligation be provided or paid to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreementhis estate.

Termination by the Company Without Cause. The Company mayor by the Executive with Good Reason Prior to the New CEO Commencement Date. If, without causeprior to the New CEO Commencement Date, terminate your employment at any time with six (6) months prior written notice to you. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your Executive’s employment is terminated under this by the Company without Cause as provided in Section 5A4(e), or the Executive terminates employment for Good Reason as provided in Section 4(f), in addition to the Accrued Benefit and subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within the 30-day period following the Date of Termination, the Company Executive shall also pay be entitled to you the following: (i) A severance payment in the Company shall pay the Executive an amount equal to one-half of your the (A) Executive’s annual Base Salary plus (B) the Executive’s full 50% target incentive compensation for the then current annual base rate compensationfiscal year (the “Severance Amount”). Such payment will begin at The Severance Amount shall be paid out in substantially equal installments in accordance with the conclusion Company’s payroll practice over 12 months, beginning on the first payroll date that occurs 40 days after the Date of Termination. Solely for purposes of Section 409A of the notice periodInternal Revenue Code of 1986, which as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the termination dateforegoing, and be made on a continuation basis at normal payroll intervals until paid if the Executive materially breaches any of the provisions contained in full.Section 8 of this Agreement, the Company shall have the right to cease all payments of the Severance Amount; and (ii) A single lump sum payment on subject to the date Executive’s copayment of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you premium amounts at the date active employees’ rate, the Company shall pay the remainder of such termination. (iii) A single lump sum payment of any incentive compensation earned the premiums for the Executive’s participation in the fiscal year Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided that the Company’s payment obligation shall cease upon the earlier of 18 months following the Date of Termination or the expiration of the termination Executive’s rights under COBRA. As a condition of your employment. Such payment will be pro-rated through eligibility for such payments, the last day of your employment Executive shall timely elect COBRA and shall be paid in accordance with the MICPpromptly respond fully to any reasonable inquiries related to COBRA eligibility. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause including in the event of appointment of a permanent President and CEO, effective nine (9) months following the date of Employee’s receipt of written notice of such termination (in this Section, the “Notice Period”). In the event that such notice is given by the Company, any intervening termination for any reason (other than a termination of Employee’s employment by the Company for Cause) including death or Disability shall not alter the Company’s obligations under this Section 10.4. The Company may, without causein its sole and absolute discretion and by written notice, terminate your employment at any time with six (6) months prior written notice to you. The termination date in this instance is waive the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals services of Employee during the notice period. In the event your employment is terminated under this Section 5A, the Company shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary Notice Period or in respect of any accrued and accumulated vacation due to you at the date part of such termination. period, and thus accelerate termination of employee-employer relationship (iii) A single such accelerated date shall constitute the Date of Termination), all on condition that the Company pay Employee the Monthly Salary and all additional compensation and benefits to which Employee is entitled in respect of the Notice Period without regard to any such Company waiver (which shall be paid in one lump sum on the next regular payment date immediately following the Date of any incentive compensation earned in Termination (subject to Section 10.7), other than the fiscal year of Monthly Salary required to be paid pursuant to the termination of your employment. Such payment will be pro-rated through the last day of your employment and Law, which shall be paid in accordance with the MICP. requirements of the Law (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost which payment shall not exceed ten thousand dollars be subject to Section 10.7)). In the event that Employee’s employment is terminated by the Company without Cause ($10,000other than due to death or Disability)., Employee shall be entitled to: 10.4.1 The Accrued Obligations; 10.4.2 The Severance Payment, which shall be paid in a lump sum on the next regular payroll date immediately following the seventy fifth (vi75°i) To day after the extent vestedDate of Termination (subject to Section 10.7), other than those components of the Severance Payment required by Law to be paid earlier, which components shall be paid in accordance with the requirements of the Law (which payment shall not be subject to Section 10.7); 10.4.3 The Equity Benefits (subject to Section 10.7); and 10.4.4 If the Employee’s employment is terminated by the Company without Cause (or by Employee with Good Reason), one year or less following a merger of the Company with another entity pursuant to which merger the Company is not the surviving entity, and as a result of such merger, Employee shall be entitled to the Change of Control Amount, which shall he paid in a lump sum on the next regular payroll date immediately following the seventy fifth (75th) day after the Date of Termination (subject to Section 10.7). Notwithstanding the foregoing, the Monthly Supplemental Retirement Benefit as set forth payments and benefits described in this Section 2D hereof with 10.4 (other than the first monthly payment beginning on the first day components of the month Accrued Obligations and the Severance Payment required to be paid pursuant to the Law) shall immediately succeeding terminate, and the date of termination. The Company shall have no further obligation obligations to you under Employee with respect thereto, in the event that Employee breaches any provision of Sections 12, 13, 14 or 15 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Agreement and you Section 10.4, Employee shall have no further obligation rights to any compensation or any benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company under this Agreement except as noted without Cause shall be receipt or the payments and benefits specified in Sections 6 and 7 of this Agreement10.4.1 through 10.4.3, or Sections 10.4.1 through 10.4.4, as applicable.

Termination by the Company Without Cause. The Company may, shall have the right to terminate Executive’s employment without cause, terminate your employment at any time with six Cause by giving Executive not less than sixty (660) months days’ prior written notice to you. The termination date and in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5Aevent, the Company shall also pay to you the following: Executive (i) A severance payment in any earned and accrued but unpaid installments of base salary and benefits due to Executive under Section 4 above (including, without limitation, unreimbursed expenses due under Section 4) through the date of termination and (ii) subject to the provisions of Sections 14 and 26 below, an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. Executive’s Base Salary (ii) A single lump sum payment as determined on the date of termination) that would be payable for the remaining months in the Employment Period to be paid pursuant to the Company’s standard payroll practices over the remaining term of the Employment Period, less applicable taxes and deductions. In addition, in the event that this Agreement is terminated pursuant to the provisions of this Section 5(b), then the Company, in its sole discretion, shall either elect (x) by providing written notice to Executive within ten (10) business days of the last day of the calendar month in which the effective date of such termination occurs, that the provisions of Section 8(a) (other than the provisions of Section 8(a)(i)(B) relating to competing for or soliciting Business from any customer of the Company, the DMV Portfolio or the TCV Entities and Section 8(a)(i)(C) relating to the use of Confidential Information of the Company, the DMV Portfolio or the TCV Entities) shall expire on the effective date of such termination pursuant to this Section 5(b); or (y) subject to the provisions of Sections 14 and 26 below, within ten (10) business days of the last day of the calendar month in which the effective date of such termination occurs, pay Executive an amount equal to the Severance Amount (as defined in Exhibit F). The Company acknowledges Executive’s preference to be paid the Severance Amount. The disposition of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued PBRSUs and accumulated vacation due TBRSUs awarded to you at Executive prior to the date of termination shall be as set forth on Exhibit D. For purposes of Section 5(b) and 5(f) only, a “customer” shall mean any person or entity that is or was at any time during the Employment Period a current, past, prospective or targeted customer of the Company, the DMV Portfolio or the TCV Entities; provided, that a customer shall not include any natural person or any person or entity that placed or contemplated placing a classified advertisement with the Company, the DMV Portfolio or the TCV Entities. Within fifteen (15) business days of the last day of the calendar month in which the termination occurs, the Company shall deliver to Executive a list of all such termination. (iii) A single lump sum payment customers as of any incentive compensation earned in the fiscal year effective date of the termination of your employment. Such payment will be pro-rated through the last day of your Executive’s employment and shall be paid in accordance with the MICPCompany. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, terminate your employment may at any time with six by action of a majority of the entire membership of its Board of Directors terminate the Executive's employment without Cause (6as defined below) months by giving the Executive notice of the effective date of termination (which effective date may be the date of such notice) (the "Date of Termination"). A voluntary termination by the Executive within sixty (60) days after the Company has reduced his status, materially reduced his responsibilities or materially reduced his salary in a manner not applied to all executive officers of the Company (a "Deemed Termination Event") will be deemed to be termination by the Company without Cause. The Executive will provide ten (10) days prior written notice to you. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position of any such voluntary termination by reason of a Deemed Termination Event, and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5A, such 10-day period the Company shall also have an opportunity to cure the Deemed Termination Event. If a cure is effected within such 10-day period, the provisions of this Section 5(b) shall no longer be applicable with respect to the Event so cured. If the Company shall terminate (or shall be deemed to have terminated) the Executive without Cause hereunder, any unvested options granted hereunder shall be immediately forfeited, and the Company shall have the obligation to pay to you the Executive the following: (i) A severance payment in an amount equal to one-half Through the Date of your Termination, the Company shall pay the Executive his full base salary at his then current annual base rate compensation. Such payment will begin of pay, and continue the benefits in effect at the conclusion time notice of the notice period, which termination is the termination date, and be made on a continuation basis at normal payroll intervals until paid in fullgiven. (ii) A single lump sum payment on The Company shall pay the date Executive, as a severance payment, an amount equal to (a) 150% of termination his then current annual base salary plus (b) the maximum cash portion of any accrued but unpaid salary set forth in the Executive's Annual Performance Bonus under Section 2A (as adjusted by Section 2B4(b) hereof, including one-half of which aggregate amount shall be payable in a lump sum (less required withholding) on or about the Date of Termination, and the balance of which shall be payable in equal installments during the 18 months following the Date of Termination at such times as salary in respect of any accrued and accumulated vacation due to you at the date of such terminationpayments would normally have been made hereunder if a termination under this section had not occurred. (iii) A single lump sum payment The Company shall pay the amount required under Section 4(d) hereof on account of any incentive compensation earned the "split dollar" insurance policy referenced therein, if that policy is in effect on the Date of Termination. Anything in this Section 5(b) to the contrary notwithstanding, in the fiscal year event that the Executive breaches any of the termination of your employment. Such payment will be pro-rated through the last day of your employment representations, warranties and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as covenants set forth in Section 2D hereof with 6, or in the first monthly payment beginning on Noncompetition, Nondisclosure and Inventions Agreement referenced therein (the first day of "Nondisclosure and Inventions Agreement") in any material respect, the month immediately succeeding the date of termination. The Company shall will have no further obligation to you make payments under this Agreement subsection (b) following knowledge of such breach and you may pursue all other available remedies. In the event that the Company shall fail to make any payment required to be made under Section 5(b) hereof, and such failure is not cured within thirty (30) days after receipt of written notice thereof from the Executive, the Executive will have no further obligation to under Sections 1 and 4 of the Company under this Agreement except as noted in Sections 6 Nondisclosure and 7 of this Inventions Agreement.

Termination by the Company Without Cause. The Company may, may terminate Executive’s employment without cause, terminate your employment Cause (as defined below) at any time with six (6) months prior during the Employment Period upon written notice to youExecutive provided in accordance with Section 8 below. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your If Executive’s employment is terminated under as provided in this Section 5A4(a), the Company shall also shall, upon the Date of Termination, or in the case of obligations described in clause (iv) below, as such obligations become due to Executive, pay or provide to you the following: Executive, (i) A severance Executive’s earned but unpaid Base Salary accrued through such Date of Termination, (ii) accrued but unpaid vacation time through such Date of Termination, (iii) reimbursement of any properly submitted business expenses incurred by Executive prior to the Date of Termination that are reimbursable under Sections 3(g) or 3(i) above, and (iv) any vested benefits and other amounts due to Executive under any plan, program or policy of the Company (together, all of these benefits shall be referred to as the “Accrued Obligations”). The Accrued Obligations will be paid to Executive as soon as practicable, in accordance with applicable law, but in no event later than thirty (30) days following the Date of Termination (provided, in the case of reimbursable expenses, that such expenses have been properly submitted to the Company within at least fourteen (14) calendar days following the Date of Termination). In addition, subject to Sections 4(g) and 4(i) below, Executive’s execution and non-revocation of a binding Release (as defined below) in accordance with Section 4(h) below and Executive’s continued compliance with the Confidentiality Agreement (as defined below), Executive shall be entitled to the following payments and benefits from the Company (together, all of these benefits shall be referred to as the “Severance”): (1) payment of one hundred percent (100%) of Executive’s Base Salary at the rate in effect as of the Date of Termination, in substantially equal installments for a period of twelve (12) months following the Date of Termination, in accordance with the Company’s normal payroll procedures applicable to senior executives of the Company, as in effect from time to time (but no less often than monthly), provided, that payment of the amounts described in this Section 4(a)(1) shall not commence until the Company’s first payroll date occurring on or after the thirtieth (30th) day following the Date of Termination (the “First Payroll Date”) and any amounts that would otherwise have been paid prior to the First Payroll Date shall instead be paid on the First Payroll Date; (2) subject to Executive’s proper election to continue healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),for a period of twelve (12) months from the Date of Termination, the Company will pay Executive the difference between Executive’s COBRA premiums (in respect of COBRA benefits to be provided through third-party insurance maintained by the Company under the Company’s benefit plans for Executive and his legal dependents to the extent each such individual received healthcare coverage provided by the Company immediately prior to such termination of employment), and the cost to Executive of such coverage immediately prior to such termination (subject to premium increases affecting participants in such plan(s) generally). The Company shall provide this premium cost offset in a manner that causes such COBRA benefits to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), provided, that if during the twelve (12) month period, any plan pursuant to which such benefits are to be provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at each such remaining premium cost offset shall thereafter be paid to Executive as currently taxable compensation in substantially equal monthly installments over the conclusion remainder of the notice twelve (12) month period; following such twelve (12)-month continuation period, which is the termination date, and any further continuation of such coverage under applicable law shall be made on a continuation basis at normal payroll intervals until paid in full.Executive’s sole expense; and (ii3) a pro-rated portion of Component A single lump sum payment on of the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary Synergy Bonus that would otherwise become payable in respect of any accrued and accumulated vacation due to you at the date quarter in which the Date of such termination. Termination occurs (iii) A single lump sum payment of any incentive compensation earned in if any), had Executive remained employed by the fiscal year of the termination of your employment. Such payment will be pro-rated Company through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten such quarter, determined by multiplying twenty-thousand dollars ($10,000). (vi20,000) To the extent vestedby a fraction, the Monthly Supplemental Retirement Benefit numerator of which equals number of days elapsed in such quarter through the Date of Termination and the denominator of which equals ninety-one point twenty-five (91.25). Such bonus shall be paid to Executive as set forth soon as reasonably practicable following Executive’s Date of Termination, but in Section 2D hereof with no event later than ninety (90) days following the first monthly Date of Termination. Each payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement Section 4(a)(1)(2) and you (3) above shall have no further obligation to be treated as a separate payment for the Company under this Agreement except as noted in Sections 6 and 7 purposes of this Agreement.Section 409A.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your that Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), and (except with respect to payment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 8(g) below), Employee shall also pay be entitled to you the followingadditional benefits below: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion Payment of the notice periodEmployee’s monthly Base Salary for each month during the Severance Term, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP.Company’s regular payroll practices; (ivii) Continuation If and to the extent that the Employee is able to continue her participation in the Company’s group health and/or dental insurance from and after the date of medical termination in accordance with the terms of the benefits plans or applicable law and Employee so elects to continue such coverage, an amount equal to the monthly premium payment that the Company was contributing to such coverage on Employee’s behalf as of the date of termination, adjusted for a period of six (6) months any premium increase and on an after-tax basis, for each month from the date of termination. termination through the earlier to occur of (vi) Executive outplacement for a period the expiration of six Employee’s COBRA eligibility period, and (6ii) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first last day of the month Severance Term; provided, that the payments pursuant to this clause (ii) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any comparable health and dental benefits with a subsequent employer, including through a spouse’s employer, during the Severance Term. Any payments under this clause (ii) shall be made at the same time that payments under clause (i) are made. Notwithstanding the foregoing, the payments and benefits described in this section shall immediately succeeding terminate, and the date of termination. The Company shall have no further obligation obligations to you under Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Agreement and you Section 8(d), Employee shall have no further obligation rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company under this Agreement except as noted in Sections 6 without Cause shall be receipt of the Severance Benefits and 7 of this Agreementthe Accrued Obligations.

Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company may, without cause, terminate your employment at any time with six without “Cause” (6as defined in Section 6(b)) months by the Company upon sixty (60) days’ prior written notice to youthe Executive. The Any termination date in this instance is the date on which the notice period ends. In such case by the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5A, the Company shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your Executive’s employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement which does not constitute a termination for Cause under Section 6(b) and you is not a termination on account of death or disability under Section 6(c) shall have no further obligation to be deemed a termination without Cause. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement except shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company, including a mutual obligation of non-disparagement, and the lapse of any statutory revocation period, the Company shall continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of twelve (12) months from the Date of Termination and shall pay to the Executive in monthly installments over the year, an amount equal to the Executive’s cash bonus, if any, received in respect of the immediately preceding year pursuant to Section 4(b) beginning with the first payroll date that begins thirty (30) days after the Date of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, as noted amended (the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the executive had in Sections 6 and 7 place at the time of this Agreementtermination for a period of twelve (12) months from the Date of Termination. The twelve months shall be considered the first twelve months of the executive’s (18) month COBRA eligibility period. Upon completion of the twelve months, the executive shall have (6) further months of COBRA eligibility for which he will have sole responsibility for making appropriate premium payments in order to continue coverage that he is eligible for under COBRA provisions.

Termination by the Company Without Cause. The Company may, without cause, may terminate your the Executive’s employment at any time with without Cause, effective upon delivery to Executive of written notice of such termination. In the event Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to: (i) The Accrued Obligations, (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred, (iii) Subject to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Target Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred, (iv) An amount equal to six (6) months prior written notice of Base Salary, such amount to you. The be paid in substantially equal payments over the 6-month period following Executive’s termination date of employment (such period, the “Severance Term”), and payable in this instance is accordance with the date Company’s regular payroll practices; provided, however, if such termination occurs on which or following any Change in Control (as defined in the notice period ends. In equity documents), such case amount shall instead be payable in a single lump sum within five (5) days of such termination; Any equity or stock option grants shall be given the treatment accorded them by the Company’s Equity Documents; and (v) To the extent the Company may release you from your position maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and duties immediately and elect subject to pay six an election of COBRA continuation coverage by Executive (6) months pay at normal or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled payroll intervals date of each month during the notice period. In the event your employment is terminated under this Section 5ASeverance Term, the Company shall also pay to you the following: (i) A severance payment in of an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the notice periodSeverance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term, which is Notwithstanding the termination dateforegoing, the payments and be made on a continuation basis at normal payroll intervals until paid benefits described in full. clauses (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from above shall immediately terminate, and the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Executive with respect thereto, in the event that Executive breaches any provision set forth in Section 8 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Agreement and you Section 7(e), Executive shall have no further obligation rights to the Company any compensation or any other benefits under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company may, without cause, terminate your employment at any time with six without “Cause” (6as defined in Section 6(b)) months by the Company upon sixty (60) days’ prior written notice to youthe Executive. The Any termination date in by the Company of the Executive’s employment under this instance Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the date on which Executive’s employment, all obligations of the notice period endsCompany under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In such case addition, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice lapse of any statutory revocation period. In the event your employment is terminated under this Section 5A, the Company shall also continue to pay the Executive his Base Salary (not including the Temporary Increase) at the rate then in effect pursuant to Section 4(a) for a period of twelve (12) months from the Date of Termination and shall pay to you the following: (i) A severance payment Executive in monthly installments over the year, an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice periodExecutive’s cash bonus, which is the termination dateif any, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary received in respect of any accrued the immediately preceding year pursuant to Section 4(b) beginning with the first payroll date that begins thirty (30) days after the Date of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and accumulated vacation due to you responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the executive had in place at the date time of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six twelve (612) months from the Date of Termination. Following a termination of the Executive without Cause the Executive shall continue to be eligible to receive technology incentive compensation payments due under the provisions of the Technology Development Incentive Plan as such may have been established by the administrator of such plan prior to the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your that Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability) and provided that he fully executes an effective Release of Claims as described in Section 7(g), Employee shall also pay to you the followingbe eligible for: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.The Accrued Obligations; (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination.The Severance Benefits; and (iii) A single lump sum payment If and only if the Date of any incentive compensation earned in the fiscal year Termination occurs within eighteen (18) months after a Sale Event, acceleration of the termination vesting of your employment. Such payment will be pro100% of Employee’s then outstanding unvested equity awards (the “Accelerated Equity Benefit”), such that all unvested equity awards vest and become fully exercisable or non-rated through forfeitable as of the last day Date of your employment and Termination, in which event Employee shall be paid in accordance with the MICP. have ninety (iv90) Continuation of medical benefits for a period of six (6) months days from the date Date of termination. (v) Executive outplacement for a period of six (6) months from Termination to exercise the date of terminationvested equity awards. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To Notwithstanding the extent vestedforegoing, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with Severance Benefits shall immediately terminate, and the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Agreement and you Section 7(d), Employee shall have no further obligation rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section 1(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance Term and promptly shall respond to any reasonable inquiries concerning his professional activities. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company under this Agreement except as noted in Sections 6 and 7 and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of this AgreementTermination.

Termination by the Company Without Cause. The Upon Termination of the Participant by the Company mayor a Subsidiary or Affiliate without Cause (other than a Termination under circumstances described in paragraph (b), without cause(c) or (e) of this Section 4 or other than an event described in paragraph (a) of this Section 4), terminate your employment at any time with six (6) months prior written notice the Period of Restriction will lapse as to you. The termination date in this instance a portion of the Restricted Stock Units, determined by multiplying the number of Restricted Stock Units subject to the Award by a fraction, the numerator of which is the number of days you were employed (including the date on of such Termination) during the full Period of Restriction and the denominator of which the notice period endsnumber of days in the full Period of Restriction, reduced by the number of Restricted Stock Units that have already vested by their terms prior to the date of such Termination, which Restricted Stock Units shall be paid to you in cash based on the Fair Market Value of a Share on the date of your Termination, (i) 50% on the date of your Termination and (ii) 50% on the first anniversary of the date of your Termination. In For the avoidance of doubt, (i) Section 15.1(a) of the Plan shall not apply to the Restricted Stock Units to the extent such case provision conflicts with this Section 4(d) and (ii) if a Participant is eligible for Retirement pursuant to paragraph (b) of this Section 4 at the Company may release you from your position time the Participant otherwise would experience a Termination pursuant to this paragraph (d) of Section 4, the Participant’s Termination shall be deemed a Retirement and duties immediately the provisions of paragraph (b) with respect to the Restricted Stock Units shall prevail and elect to pay six (6) months pay at normal payroll intervals during the notice periodbe given effect. In the event your employment the Participant is terminated under eligible for Retirement pursuant to paragraph (b) of this Section 5A, 4 at the time the Participant otherwise dies or becomes Disabled pursuant to paragraph (a) of this Section 4 or at the time the Participant otherwise experiences a Termination by the Company for Cause or pursuant to paragraph (c) of this Section 4, such Termination shall also pay to you the following: not be deemed a Retirement and paragraph (ia) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice periodor (c) or such Termination for Cause, which is the termination dateas applicable, shall prevail and be made on a continuation basis at normal payroll intervals until paid in fullgiven effect. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, terminate your employment at any time with six (6) months prior written notice to you. The termination date in this instance is the date on which the notice period ends. In such case by the Company may release you from your position by Reason of Non-Renewal of Agreement Term, or by Executive for Good Reason. Subject to Section 5.3 below, in addition to the payments and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In provisions under Section 5.1, in the event your of termination of Executive’s employment is terminated under this by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 5A4.3, or by the Company without Cause pursuant to Section 4.5, provided that Executive executes a release of claims substantially in the form attached hereto as Exhibit A (the “Release”), which Release must be effective and irrevocable prior to the sixtieth (60th) day following the termination of the Executive's employment (the “Review Period”), the Company shall also pay to you provide Executive with the following: (ia) A severance payment twelve (12) months of Executive’s base salary in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin effect at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date time of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereofemployment, including salary in respect of any accrued and accumulated vacation due payable according to you at the Company’s payroll commencing on the first payroll date following the date of such termination.the Release is effective and irrevocable (the “Payment Date”), subject to compliance with Sections 5.5 and 12.6; and (iiib) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits Company will, for a period of six twelve (612) months following Executive’s termination from employment, continue Executive’s participation in the date Company’s group health plan and dental plan and shall pay that portion of termination. (v) the premiums that the Company paid on behalf of Executive outplacement and his dependents during Executive’s employment, provided, however, that if the Company’s health insurance plan and/or dental plan does not permit such continued participation in such plan after Executive’s termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including any administrative fee, on Executive’s behalf for a such twelve-month period; and provided, further, that if Executive becomes employed with another employer during the period of six (6) months from in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the date of termination. Such cost Company shall not exceed ten thousand dollars be required to continue such health and dental benefits, or if applicable, to pay the costs of COBRA, if Executive becomes covered under a health insurance plan of the new employer. ($10,000For purposes of this Section 5.2(b). (vi) To , the term “Executive” shall include, to the extent vestedapplicable, Executive’s spouse and any of Executive’s dependents covered under the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day Company’s group health plan and/or dental plan prior to his termination of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreementemployment.)

Termination by the Company Without Cause. The Company may, without cause, may terminate your Executive’s employment at any time with without Cause, effective upon delivery to Executive of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; (iii) Subject to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Target Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; (iv) An amount equal to six (6) months prior written notice of Base Salary, such amount to you. The be paid in substantially equal payments over the [6]-month period following Executive’s termination date of employment (such period, the “Severance Term”), and payable in this instance is accordance with the date Company’s regular payroll practices; provided, however, if such termination occurs on which or following any Change in Control (as defined in the notice period ends. In equity documents), such case amount shall instead be payable in a single lump sum within five (5) days of such termination; Any equity or stock option grants shall be given the treatment accorded them by the Company’s Equity Documents; and (v) To the extent the Company may release you from your position maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and duties immediately and elect subject to pay six an election of COBRA continuation coverage by Executive (6) months pay at normal or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled payroll intervals date of each month during the notice period. In the event your employment is terminated under this Section 5ASeverance Term, the Company shall also pay to you the following: (i) A severance payment in of an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the notice periodSeverance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term; Notwithstanding the foregoing, which is the termination date, payments and be made on a continuation basis at normal payroll intervals until paid benefits described in full. clauses (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from above shall immediately terminate, and the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Executive with respect thereto, in the event that Executive breaches any provision set forth in Section 9 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Agreement and you Section 7(e), Executive shall have no further obligation rights to the Company any compensation or any other benefits under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Executive’s employment at any time with six (6) months prior without Cause, effective upon Executive’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your that Executive’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), Executive shall also pay to you the followingbe entitled to: (i) A severance payment The Accrued Obligations; (ii) The Prior Year Bonus; (iii) The Pro Rata Bonus; (iv) An amount equal to the Severance Factor multiplied by the sum of (A) Base Salary, plus (B) the Target Annual Bonus, such amount to be paid in substantially equal payments during the Severance Term, and payable in accordance with the Company’s regular payroll practices; provided, however, that for purposes of calculating the amount payable under this subsection (iv), any reduction to Base Salary or Target Bonus which constituted the grounds for a termination by the Executive for Good Reason will be disregarded; and (v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, payment, on the first regularly scheduled payroll date of each month during the Severance Term, of an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of difference between the notice periodmonthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, which is that the termination date, and be made on a continuation basis at normal payroll intervals until paid payments described in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive outplacement for becomes eligible to receive any health benefits as a period result of six (6) months from subsequent employment or service during the date of terminationSeverance Term. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To Notwithstanding the extent vestedforegoing, the Monthly Supplemental Retirement Benefit as set forth payments and benefits described in Section 2D hereof with clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Agreement and you Section 7(d), Executive shall have no further obligation rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company under this Agreement except as noted in Sections 6 and 7 without Cause shall be receipt of this Agreementthe Severance Benefits.

Termination by the Company Without Cause. The Company may, without cause, terminate your employment may at any time with six by action of a majority of the entire membership of its Board of Directors, other than the Executive, terminate the Executive's employment without Cause (6as defined below) months by giving the Executive notice of the effective date of termination (which effective date may be the date of such notice) (the "Date of Termination"). A voluntary termination by the Executive within sixty (60) days after the Company has reduced his status, reduced his responsibilities, reduced his salary, relocated the Company's corporate offices more than 35 miles from its current location, or breached any provision of this Agreement (a "Deemed Termination Event") will be deemed to be termination by the Company without Cause. The Executive will provide ten (10) days prior written notice to you. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position of any such voluntary termination by reason of a Deemed Termination Event, and duties immediately and elect during such 10-day period the Company shall have an opportunity to pay six (6) months pay at normal payroll intervals during cure the notice Deemed Termination Event. If a cure is effected within such 10-day period. In , the event your employment is terminated under provisions of this Section 5A5(b) shall no longer be applicable with respect to the Event so cured. If the Company shall terminate the Executive without Cause hereunder or if Executive terminates his employment due to a Deemed Termination Event, the Company shall also have the obligation to pay to you the Executive the following: (i1) A Through the Date of Termination the Company shall pay the Executive his full base salary at his then current annual rate of pay, and continue any benefits in effect at the time notice of termination is given (except if the termination is due to a reduction in salary, then the annual base salary used to calculate the severance payment will be the base salary in an amount equal effect prior to one-half of your the decrease in base). (2) The Company shall, as severance payment, continue to pay the Executive his then current annual base rate compensation. Such salary (except if the termination is due to a reduction in salary, then the annual base salary used to calculate the severance payment will begin at be the conclusion base salary in effect prior to the decrease in base) for the one year period following the Date of Termination (less required withholding), payable in periodic intervals consistent with those then in effect for payment of salaries to the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in fullCompany's executives. (ii3) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement pay the Executive any and you shall have no further obligation all amounts then owed to the Company under this Agreement except as noted in Sections 6 Executive, including all accrued salary, vacation pay, other benefits and 7 any applicable portion of this Agreementthe Annual Performance Bonus.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Executive's employment hereunder at any time with six (6) months prior without Cause by written notice to you. The termination date Executive, in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5A, the Company shall also pay to you the followingevent: (i) A severance payment the Company shall continue to pay Executive his Annual Salary, as in effect on the date of the termination of Executive's employment, for a period of months equal to the Severance Period (the term "Severance Period," as used herein, shall mean the lesser of 36 or the number of months in the period from the date of the termination of Executive's employment hereunder to the date Executive attains the age 65); (ii) the Company shall pay to Executive, in equal installments over a period of months equal to the Severance Period, an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion twelfth of the notice period, which is Severance Period multiplied by the greater of (x) the average annual incentive payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company prior to the date of the termination date, and be made on a continuation basis at normal payroll intervals until paid of Executive's employment or (y) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in full.which the termination of Executive's employment occurs; (iiiii) A single lump sum payment on the Company shall provide to Executive and his eligible dependents medical, long-term disability, dental and life insurance coverage, to the extent such coverage was in effect immediately prior to such termination, until the earlier to occur of the third anniversary of the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at or the date of such termination. (iii) A single lump sum payment of any incentive compensation earned Executive attains the age 65; provided, however, that in the fiscal year event that medical, long-term disability, dental and life insurance benefits cannot be provided under appropriate group insurance policies of the Company, an amount equal to the premium necessary for Executive to purchase directly the same level of coverage in effect immediately prior to the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with added to the MICPCompany's payments to Executive pursuant to this Section 8. (iv) Continuation the Company shall continue to provide to Executive the benefits described under Sections 3(d) and 3(e) hereof until the earlier to occur of medical benefits for a period the third anniversary of six (6) months from the date of termination.termination or the date Executive attains the age 65; and (v) the Company shall contribute to Executive's account under the Company's defined contribution retirement plans (currently, the Company's Salary Savings Plan and ERISA Excess Profit Sharing and Lost Match Plan) an amount of cash equal to the amount that the Company would have contributed to such plans (including both profit-sharing contributions and Company matching contributions in respect of Executive's contributions to the plan) had Executive outplacement continued to be employed by the Company for a period number of six months equal to the Severance Period, at an annual compensation equal to the sum of Executive's Annual Salary immediately prior to the termination of Executive's employment and the greater of (6x) months from the average annual incentive bonus earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company prior to the date of termination. Such cost shall not exceed ten thousand dollars the termination of Executive's employment or ($10,000y) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of Executive's employment occurs (and assuming for this purpose that Executive made the maximum permissible contributions to such plans during such period)., such contributions being deemed to be made immediately prior to the termination of Executive's employment; (vi) To all equity compensation awards granted to Executive by the extent vestedCompany (e.g., stock options and shares of restricted stock) shall immediately become fully vested and fully exercisable; (vii) notwithstanding anything to the Monthly Supplemental Retirement Benefit as set forth contrary contained in Section 2D hereof with the first monthly payment beginning on BRP, Executive's "Credited Service" under the first day BRP shall be deemed for all purposes to be increased by an amount equal to one-twelfth of the month Severance Period, and Executive's "Compensation" under the BRP for each such additional year of Credited Service shall be deemed to be an amount equal to the sum of (x) Executive's Annual Salary in effect immediately succeeding prior to the date of terminationthe termination of Executive's employment and (y) the greater of (A) the average annual incentive bonus payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company preceding the date of the termination of Executive's employment or (B) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of Executive's employment occurs; and (viii) in the event Executive's employment is terminated prior to Executive's Early Retirement Date (as defined in the BRP), then notwithstanding Section 8.01 of the BRP or any other provision of the BRP, Executive shall be entitled to receive benefits under the BRP commencing on the date Executive attains age 55, with the amount of such benefits determined in accordance with the early retirement provisions of Appendix A of the BRP. The If Executive is required to pay income or other taxes on any medical, long-term disability, dental or life insurance benefits provided or paid to Executive pursuant to this Section 8, then the Company shall have no further obligation pay to you Executive an amount of cash sufficient to "gross-up" such benefits or payments so that Executive's "net" benefits received under this Agreement and you shall have no further obligation Section 8 are not diminished by any such taxes that are imposed with respect to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreementsame or the Company's gross-up hereunder with respect to such taxes.

Termination by the Company Without Cause. The Executive’s employment with the Company may, without cause, terminate your employment may be terminated at any time with six (6) months by the Company without Cause upon prior written notice notice. Subject to you. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated Executive’s continued compliance with his obligations under this Section 5A, Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall also have no obligation to the Executive other than to pay to you or provide the following: Executive: (i) A severance payment in the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, an amount equal to one-half two times the sum of your then current (x) the Executive’s annual base rate compensation. Such payment will begin at the conclusion Base Salary (as in effect as of the notice perioddate of termination) plus (y) the target Annual Bonus payable in approximately equal installments in accordance with the Company’s regular payroll practices (but off employee payroll) during the 12 month period following the Executive’s date of termination; provided, which is however, that no installment shall be paid prior to the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination date(or the first business day thereafter) and any installment that would have been paid during such 60 day period shall be paid with the first installment paid to the Executive; (v) with respect to any outstanding stock option held by the Executive as of the date of termination that vests based solely on the passage of time, any such stock options that would have become vested and exercisable if the Executive had continued to be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment employed with the Company during the 24-month period commencing on the date of termination shall vest and become exercisable; provided that if the Executive’s termination occurs during the 24-month period following a “change of any accrued but unpaid salary set forth in Section 2A control” (as adjusted by Section 2B) hereofdefined in the Equity Plan), including salary in respect lieu of any accrued the preceding vesting acceleration, all outstanding stock options that vest based solely on the passage of time shall immediately vest and accumulated vacation due to you at become exercisable as of the date of such the Executive’s termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance , consistent with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of “qualifying termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit ” as set forth in Section 2D hereof 4.4.1.2 of the Equity Plan; and (vi) the benefits triggered by a termination without Cause under Sections 4.4.2.3 and 4.5 of the Equity Plan, providing for accelerated vesting of stock options with performance-based vesting based on the first monthly payment beginning vesting schedule for liquidity events on or after November 19, 2012 and a 12-month post-termination exercise period for all vested stock options, respectively. In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4, the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement. In addition, the right under Section 8.01 of the Amended and Restated Exempted Limited Partnership Agreement of Skype Management, L.P., dated September 22, 2010 (the “Management Partnership Agreement”), to repurchase ordinary shares subject to the time-based stock options and the performance-based stock options (but there is no right at all to repurchase the co-invest stock option or any co-invest shares except as provided in Section 8.01(a) of the Management Partnership Agreement) (the “Repurchase Right”) during the 12-month period following the date of termination will be suspended and deferred until the 12-month period commencing on the first day anniversary of the month immediately succeeding the date of terminationtermination so long as the Executive (x) reasonably cooperates with the Parent in facilitating the Parent’s transition to a new chief financial officer and (y) does not engage in any conduct intended or that a reasonable person in a like position and under like circumstances could expect to cause meaningful harm to the Parent and its subsidiaries (the obligations in subsections (x) and (y) shall collectively be referred herein as the “Conditions”). In the event that the Executive materially violates the Condition in subsection (x) or violates the Condition in subsection (y), then the Repurchase Right shall be exercisable during the 12-month period following the date the Executive receives such written notice that the Executive has materially violated or violated the Conditions, as the case may be. To the extent that any material violation of the Condition in subsection (x) is reasonably curable in the good faith discretion of the Parent’s Board, the Parent’s Board shall give the Executive the opportunity to cure such material violation. Notwithstanding anything else herein, no violation of subsection (y) of the Conditions shall be deemed to have occurred with respect to any matters covered by the restrictive covenants and post-termination obligations described in Sections 5.1 through 5.6 of the Employment Agreement unless the Executive has materially violated the terms thereof during the applicable coverage period of such restrictive covenant or post-termination obligation. The Company shall have no further obligation Repurchase Right will remain subject to you under this Agreement all of the terms and you shall have no further obligation to conditions set forth in the Company under this Agreement except Management Partnership Agreement, including that it may not be exercised after an “initial public offering” or a “change of control” (each as noted defined in Sections 6 and 7 of this the Management Partnership Agreement).

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), Employee shall also pay to you the followingbe entitled to: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.Accrued Obligations; and (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary STI Award in respect of any accrued and accumulated vacation due completed fiscal year that has ended prior to you at the date of such termination., which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) A single lump sum the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and (iv) irrespective of any provision that may exist in any award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee irrespective of type of award; and (v) payment of any incentive compensation earned in unpaid portion of the fiscal year Inducement Bonus (whether vested or unvested), which shall be paid no later than five business days following the date of the termination of your Employee’s employment. Such (vi) continuation of payment will be pro-rated through of Base Salary during the last day of your employment and shall be paid Severance Term, payable in accordance with the MICP.Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and (ivvii) Continuation continuation, during the Severance Term, of medical the health benefits provided to Employee and his covered dependents under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the foregoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for a period of six each month during the applicable benefit continuation period, and (62) months from on the last payroll date of termination. each calendar month during which any health benefits are provided pursuant to this Section 9(d)(vii), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (vor has had paid to the Internal Revenue Service on his behalf) Executive outplacement for an amount equal to such taxes as Employee is required to pay as a period result of six the inclusion of the Taxable Cost in income during such calendar month (6) months from the date “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of terminationthe taxable year following the taxable year in which such taxes are paid. Such cost Furthermore, no continuation of coverage shall not exceed ten thousand dollars ($10,000). (vi) To be provided except as required by applicable law, to the extent vestedit results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, the Monthly Supplemental Retirement Benefit except as set forth in this Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company 9(d) or as provided for in Exhibit A or Exhibit B, Employee shall have no further obligation rights to you any compensation or any other benefits under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company mayshall have the right, without cause, terminate your employment at any time time, to terminate the Employee’s employment with six the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (630) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice if discharge occurs immediately upon notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior written notice to you. The the effective date of termination date (and only in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5Aevent), the Company shall also pay to you the following: (i) A then severance payment in an amount equal to onethe Employee’s then-half current base salary for a period of your then current annual base rate compensationtwelve (12) months. Such payment will begin at The Employee’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between the conclusion Employee and the Company. As a condition to the Employee’s receipt of the notice periodpost-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), which is the termination dateEmployee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be made on a continuation basis at normal prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll intervals until paid date following the effective date of termination, and the post-employment severance described in full. clause (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination second sentence of your employment. Such payment will be pro-rated through the last day of your employment and this paragraph shall be paid in accordance installments according to the Company’s normal payroll schedule, with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination. ; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the thirty (v30) Executive outplacement for a period of six (6) months from days following the effective date of termination. Such cost For the avoidance of doubt, no payment or benefit shall not exceed ten thousand dollars ever be due to the Employee under clause ($10,000). (viii) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Company Employee shall have no further obligation duty to you mitigate damages under this Agreement and you Section 2(b) during the applicable severance period and, in the event the Employee shall have subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no further obligation such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company under this Agreement except or a succeeding entity without Cause upon or within one (1) year of a Change of Control as noted described in Sections 6 and 7 Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.

Termination by the Company Without Cause. The Executive’s employment hereunder may be terminated without Cause by the Company mayupon written notice to the Executive, provided, however, that if the Company terminates the Executive’s employment without causeCause, terminate your or the Executive terminates his employment for Good Reason (as defined below), the Company shall (i) continue to pay the Executive the Base Salary and shall reimburse medical and dental premiums, under the same conditions as exist at any the time with of termination, for a severance period of six (6) months, provided termination occurs after six (6) months prior written notice to you. The termination date in this instance is and before the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six completion of twelve (612) months pay at normal payroll intervals during from the notice period. In the event your employment is terminated under this Section 5A, the Company shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. Effective Date; (ii) A single lump sum payment on continue to pay the date of termination of any accrued but unpaid salary set forth in Section 2A (Executive the Base Salary and shall reimburse medical and dental premiums, under the same conditions as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you exist at the date time of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits , for a severance period of six twelve (612) months from the date of termination. , provided termination occurs after twelve (v) Executive outplacement for a period of six (612) months from the date Effective Date; (iii) pay to the Executive a prorated portion of terminationthe Bonus to which Executive would otherwise have been entitled based on performance through the calendar quarter in which the final month of the severance period occurs (as determined by the WLG Board or its compensation committee), (iii) cause any unvested Options granted to the Executive to immediately vest, and (iv) pay Executive for any accrued but unused vacation. Such cost shall The Company's obligations under this Section 7.2(b) are not exceed ten thousand dollars ($10,000). (vi) To the extent vestedsubject to any right of setoff and impose no duty to mitigate on Executive. As a condition of receiving severance benefits pursuant to this Agreement, the Monthly Supplemental Retirement Benefit as Executive shall execute and deliver to the Company prior to his receipt of such benefits a general release in substantially the form set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of terminationAnnex A hereto and a non-disparage agreement. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to obligations of the Company under this Agreement except as noted Section 7.2(b) are subject to Executive's continuing compliance with Sections 3, 4, 8, 9, and 10 hereof. In addition, in Sections 6 the event the Company terminates the Executive’s employment without Cause or if the Executive terminates his employment for Good Reason, WLG shall waive, at the Executive’s request, any and 7 all restrictions and limitations on the right of this Agreementthe Executive or his spouse to sell shares of WLG’s common stock; provided, however, that the Executive shall remain subject to the re-sale restrictions imposed by applicable securities laws.

Termination by the Company Without Cause. The Upon Termination of the Participant by the Company mayor a Subsidiary or Affiliate without Cause (other than a Termination under circumstances described in paragraph (b), without cause(c) or (e) of this Section 4 or other than an event described in paragraph (a) of this Section 4), terminate your employment at any time with six (6) months prior written notice the Period of Restriction will lapse as to you. The termination date in this instance a portion of the Restricted Stock Units, determined by multiplying the number of Restricted Stock Units subject to the Award by a fraction, the numerator of which is the number of days you were employed (including the date on of such Termination) during the full Period of Restriction and the denominator of which the notice period endsnumber of days in the full Period of Restriction, reduced by the number of Restricted Stock Units that have already vested by their terms prior to the date of such Termination, which Restricted Stock Units shall be paid to you in cash based on the Fair Market Value of a Share on the date of your Termination, (i) 50% on the date of your Termination and (ii) 50% on the first anniversary of the date of your Termination. In For the avoidance of doubt, (i) Section 15.1(a) of the Plan shall not apply to the Restricted Stock Units to the extent such case provision conflicts with this Section 4(d) and (ii) if a Participant is eligible for Retirement pursuant to paragraph (b) of this Section 4 at the Company may release you from your position time the Participant otherwise would experience a Termination pursuant to this paragraph (d) of this Section 4, the Participant’s Termination shall be deemed a Retirement and duties immediately the provisions of paragraph (b) with respect to the Restricted Stock Units shall prevail and elect to pay six (6) months pay at normal payroll intervals during the notice periodbe given effect. In the event your employment the Participant is terminated under eligible for Retirement pursuant to paragraph (b) of this Section 5A, 4 at the time the Participant otherwise dies or becomes Disabled pursuant to paragraph (a) of this Section 4 or at the time the Participant otherwise experiences a Termination by the Company for Cause or pursuant to paragraph (c) of this Section 4, such Termination shall also pay to you the following: not be deemed a Retirement and paragraph (ia) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice periodor (c) or such Termination for Cause, which is the termination dateas applicable, shall prevail and be made on a continuation basis at normal payroll intervals until paid in fullgiven effect. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company may, without cause, terminate your employment at any time with six without “Cause” (6as defined in Section 6(b)) months by the Company upon sixty (60) days’ prior written notice to youthe Executive. The Any termination date in by the Company of the Executive’s employment under this instance Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the date on which Executive’s employment, all obligations of the notice period endsCompany under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In such case addition, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice lapse of any statutory revocation period. In the event your employment is terminated under this Section 5A, the Company shall also pay to you the following: (i) A severance payment continue to pay the Executive her Base Salary at the rate then in effect pursuant to Section 4(a) for a period of twelve (12) months from the Date of Termination; (ii) shall pay to the Executive in monthly installments over the next year, an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice periodExecutive’s cash bonus, which is the termination dateif any, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary received in respect of any accrued and accumulated vacation due the immediately preceding year pursuant to you at Section 4(b) beginning with the first payroll date that begins thirty (30) days after the Date of such termination. Termination; (iii) A single lump sum payment of any incentive compensation earned in the fiscal year shall pay 100% of the termination costs to provide up to twelve (12) months of your employment. Such payment will be pro-rated through outplacement support services at a level appropriate for the last day of your employment Executive’s title and shall be paid in accordance with the MICP. responsibility; (iv) Continuation shall provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of medical benefits termination for a period of six twelve (612) months from the Date of Termination and (v) on or prior to the Date of Termination, Executive will become fully vested in any unvested shares or options granted as part of the New Hire Grant. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate payment. Following a termination of the Executive without Cause, the Executive shall continue to be eligible to receive technology incentive compensation payments due under the provisions of the Technology Development Incentive Plan as such may have been established by the administrator of such plan prior to the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), Employee shall also pay to you the followingbe entitled to: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.Accrued Obligations; and (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary STI Award in respect of any accrued and accumulated vacation due completed fiscal year that has ended prior to you at the date of such termination., which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) A single lump sum payment of any incentive compensation earned the target STI Award for the year in the fiscal year of the which termination of your employment. Such payment will be occurs, pro-rated through for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of your employment the fiscal year in which such termination occurs; and (iv) except as may be provided under an award agreement, immediate vesting of any and shall be paid all Common Shares previously awarded to the Employee irrespective of type of award; and (v) continuation of payment of Base Salary during the Severance Term, payable in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from Company’s regular payroll practices, but commencing on the first payroll date following the date of termination. that is sixty (v60) Executive outplacement for a period of six days following the termination date, which first payment shall include payments relating to such initial sixty (660) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000).day period; and (vi) To continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the foregoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W−2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(vi), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent vestedit results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, the Monthly Supplemental Retirement Benefit except as set forth in this Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company 8(d), Employee shall have no further obligation rights to you any compensation or any other benefits under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Executive's employment at any time with six (6) months prior without Cause, effective upon Executive's receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your Executive's employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), Executive shall also pay to you the followingbe entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (iii) A severance pro rata Annual Bonus in respect of the fiscal year in which the date of such termination occurs, which amounts shall be paid at such time annual bonus are paid to other senior executives, but in no event later than March 15th of the year following the fiscal year in which such termination occurred; and (iv) If such termination occurs prior to a Change in Control or more than a year after a Change in Control, a lump sum cash payment in an amount equal to one-half of your then current annual base rate compensation1.5 times the Average Total Compensation, payable within thirty (30) days following such termination. Such payment will begin at Notwithstanding the conclusion of foregoing, the notice period, which is the termination date, payments and be made on a continuation basis at normal payroll intervals until paid benefits described in full. subsections (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from above shall immediately terminate, and the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Executive with respect thereto, in the event that Executive breaches any provision of Section 9 hereof. The termination of Executive's payments and benefits shall not be effective unless and until there shall have been delivered to Executive written notice by the Board or the Executive Committee of the Company's decision to cease the payments and benefits described in subsections (ii) through (vi) above, such notice to state in detail the particular act or acts that constitute the grounds on which the termination of such payments and benefits is based. Following such termination of Executive's employment by the Company without Cause, except as set forth in this Agreement Section 8(d) and you Section 23, Executive shall have no further obligation rights to the Company any compensation or any other benefits under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), Employee shall also pay to you the followingbe entitled to: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.Accrued Obligations; and (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary STI Award in respect of any accrued and accumulated vacation due completed fiscal year that has ended prior to you at the date of such termination., which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) A single lump sum payment of any incentive compensation earned the target STI Award for the year in the fiscal year of the which termination of your employment. Such payment will be occurs, pro-rated through for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of your employment the fiscal year in which such termination occurs; and (iv) notwithstanding any provision that may exist in any award agreement, immediate vesting of any and shall be paid all Common Shares previously awarded to the Employee irrespective of type of award; and (v) continuation of payment of Base Salary during the Severance Term, payable in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from Company’s regular payroll practices, but commencing on the first payroll date following the date of termination. that is sixty (v60) Executive outplacement for a period of six days following the termination date, which first payment shall include payments relating to such initial sixty (660) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000).day period; and (vi) To continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the foregoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W−2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(vi), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent vestedit results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, the Monthly Supplemental Retirement Benefit except as set forth in this Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company 8(d), Employee shall have no further obligation rights to you any compensation or any other benefits under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), Employee shall also pay to you the followingbe entitled to: (i) A severance payment the Accrued Obligations, which shall be paid within thirty (30) days after the date of Employee’s termination of employment; (ii) Employee’s Target Bonus for the year in which Employee’s employment terminates, prorated through the date on which Employee’s employment terminates; (iii) an amount equal to one1.5 times Employee’s annual Base Salary then in effect, which, subject to Section 16, shall be payable in monthly installments over the 18-half month period following the date of your Employee’s termination of employment; (iv) an amount equal to 1.5 times Employee’s Annual Bonus, including any portion of such bonus deferred, for the year preceding the year in which the termination of Employee’s employment occurs, which shall be payable in a lump sum within thirty (30) days after the date of Employee’s termination of employment (or such later time as shall be required under Section 16); (v) all then current annual base rate compensation. Such payment will begin at outstanding stock options and restricted stock shall be treated in accordance with the conclusion terms of the notice period, which is Plan and the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.applicable stock option agreement or restricted stock agreement; (iivi) A single lump sum payment the Company shall pay the premiums for Employee and his dependents of Employee’s group health insurance COBRA continuation coverage for twelve months following the date of Employee’s termination of employment, or, if earlier, until the date on which Employee becomes eligible to receive comparable benefits from another employer; and (vii) for a period of twelve months commencing on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted Employee’s employment, Employee shall receive outplacement assistance services from an outplacement agency selected by Section 2B) hereof, including salary in respect of any accrued Employee and accumulated vacation due to you at the date Company shall pay all costs of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost services; provided that such costs shall not exceed ten thousand dollars ($10,000). (vi) To 15,000 in the extent vestedaggregate. Notwithstanding the foregoing, the Monthly Supplemental Retirement Benefit as set forth payments and benefits described in Section 2D hereof with subsections (ii) through (vii) above shall immediately cease, and the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Employee with respect thereto, in the event that Employee breaches any provision of Section 10 or the Proprietary Information Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Agreement and you Section 8(d), Employee shall have no further obligation rights to the Company any compensation or any other benefits under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. You shall be an at-will employee. The Company may, without cause, may terminate your employment under this Agreement at any time and for any reason or no reason. However, if the Company terminates your employment without Cause (i) the Company shall pay you your base salary and accrued and unused vacation earned through the date of termination at the rate then in effect, less standard deductions and withholdings and (ii) the Company shall continue to pay to you as severance, on the Company’s regular pay days and in accordance with six the Company’s normal payroll practices, your base salary then in effect for a period of twelve (612) months prior written notice following the date of termination (subject to you. The any delay in payment described below), less standard deductions and withholdings; provided that in order to be eligible for said severance payments pursuant to the foregoing clause (ii) you shall be required to execute and deliver to the Company a release of claims substantially in the form of Exhibit A (the “Release”) within the time period specified therein, but in no event later than forty-five days following your termination date in this instance is of employment and you shall not be eligible to receive any such severance payment or acceleration until the date on which said release shall become effective (the notice period ends“Release Effective Date”). In such case Notwithstanding any other payment schedule set forth in this Agreement, none of the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under payments described in this Section 5A4.1.3 (the “Severance Benefits”) will be paid or otherwise delivered prior to the Release Effective Date. On the first regular payroll pay day following the Release Effective Date, the Company shall also will pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to Severance Benefits you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall would otherwise have no further obligation to you received under this Agreement and you shall have no further obligation on or prior to such date but for the delay in payment related to the Company under this Agreement except effectiveness of the Release, with the balance of the Severance Benefits being paid as noted in Sections 6 and 7 of this Agreementoriginally scheduled.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your that Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability) and provided that he fully executes and does not revoke an effective Release of Claims as described in Section 7(g), Employee shall also pay to you the following: be eligible for: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. The Accrued Obligations; (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. The Severance Benefits; (iii) A single lump sum payment of any incentive compensation earned in At the fiscal year end of the termination of your employment. Such payment will be pro-rated through Severance Term, the last day of your employment Retention Bonus Amount; and shall be paid in accordance with the MICP. (iv) Continuation If such termination without Cause and the Date of medical benefits for a period of six Termination occur within eighteen (618) months after a Sale Event (as such term is defined in the Company’s 2010 Stock Option and Incentive Plan), acceleration of the vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the date Date of termination. (v) Executive outplacement for a period of six (6) months from Termination to exercise the date of terminationvested equity awards. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To Notwithstanding the extent vestedforegoing, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with Severance Benefits shall immediately terminate, and the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Agreement and you Section 7(d), Employee shall have no further obligation rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of (i) the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, (ii) the Accrued Obligations, and (iii) at the end of the Severance Term, the Retention Bonus Amount, subject to his execution of the Release of Claims. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreementand/or hereby authorizes deductions from future Severance Benefit amounts.”

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six without Cause, effective upon Employee’s receipt of at least thirty (630) months prior days written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your of termination of Employee’s employment under this Section 7(d), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by the Company without Cause. In the event Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), Employee shall also pay to you the followingbe entitled to: (i) A severance The Accrued Obligations; and (ii) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; and (iii) Continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the foregoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (i) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee pursuant to clause (A) above (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (ii) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 7(d)(iii), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion such taxes as Employee is required to pay as a result of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year inclusion of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid Taxable Cost in accordance with the MICP.income during such calendar month; and (iv) Continuation Reimbursement of medical benefits Employee’s reasonable, documented outplacement expenses for a period up to 6 months, not to exceed $10,000 in the aggregate. Following such termination of six (6) months from Employee’s employment by the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vestedCompany without Cause, the Monthly Supplemental Retirement Benefit except as set forth in this Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company 7(d), Employee shall have no further obligation rights to you any compensation or any other benefits under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, terminate your employment at any time by action of a majority of the entire membership of its Board not including Executive, terminate the Executive’s employment without Cause (as defined below) by giving the Executive written notice of the effective date of termination (which effective date may be the date of such written notice) (the “Date of Termination”). If the Executive voluntarily resigns his employment with six the Company during the three-year period following the Effective Date of this Agreement due to a material reduction in the Executive’s responsibilities or title, or due to a material reduction in the Executive’s base salary without a corresponding pro rata reduction in the base salary of the Company’s other executives, or due to the Company requiring the Executive to relocate more than 50 miles from Indianapolis, Indiana, or due to a breach of this Agreement by the Company (6each a “Deemed Termination Event”), such voluntary resignation will be deemed to be termination by the Company without Cause. The Executive will provide thirty (30) months days prior written notice to youthe Company of any such voluntary resignation by reason of a Deemed Termination Event, and during such 30-day period the Company shall have an opportunity to cure the Deemed Termination Event (the actual date of termination of the Executive’s employment as a result of a resignation due to a Deemed Termination Event is also referred to herein as the “Date of Termination”). The termination date If a cure is effected within such 30-day period, the provisions of this Section 5(b) shall no longer be applicable with respect to the Deemed Termination Event so cured. If the Executive resigns his employment due to a Deemed Termination Event or the Executive is terminated without Cause by the Company, any unvested options granted hereunder that, absent such termination, that would have otherwise vested in this instance is the 12 month period following the date on which the notice period endsof termination shall immediately vest and be exercisable. In such case If the Company may release you from your position and duties immediately and elect shall terminate the Executive without Cause hereunder or the Executive resigns his employment due to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5Aoccurrence of a Deemed Termination Event, the Company shall also have the obligation to pay to you the Executive the following: (i1) A severance payment in an amount equal Any and all amounts owed to one-half the Executive through the Date of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice periodTermination, including all accrued salary, vacation pay, and any other benefits, which is shall be payable in a lump sum payment less any applicable withholdings within five (5) business days (for purposes of this Agreement, a “business day” shall mean any day other than Saturday, Sunday or any day on which banks in the termination date, and be made on a continuation basis at normal payroll intervals until paid in fullCommonwealth of Massachusetts are authorized by law to close) following the Date of Termination. (ii2) A single lump sum payment on Each month for a period of twelve (12) months following the date Date of termination Termination (the “Severance Period”), the Company shall pay the Executive, as a severance payment, 100% of any accrued but unpaid salary set forth in Section 2A the Executive’s Monthly Salary (as adjusted by Section 2B) hereofdefined below), including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employmentless required withholdings. Such payment will be pro-rated through the last day of your employment and amounts shall be paid payable periodically in accordance with the MICP. Company’s customary payroll practices. Within six months following the end of the Severance Period, the Executive shall reimburse the Company for any severance amounts paid to the Executive to the extent the Executive has earned or received income from other sources (ivexcluding directors’ fees and investment income) Continuation of medical benefits for a period of six during the Severance Period and reportable as earnings on Form W-2 or Form 1099 (6) months from the date of termination. (v) “Supplementary Income”). Notwithstanding the foregoing, the Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To be obligated to reimburse the extent vested, the Monthly Supplemental Retirement Benefit as set forth Company for any amounts in Section 2D hereof with the first monthly payment beginning on the first day excess of the month immediately succeeding aggregate amount paid by the date of termination. The Company to the Executive during the Severance Period and the Executive shall have no further obligation affirmative duty to you under this Agreement seek alternative employment or otherwise mitigate the costs and you expenses the Company is required to pay or incur during the Severance Period. For purposes hereof, “Monthly Salary” shall have no further obligation mean the Executive’s annual base salary in effect immediately prior to the Company under this Agreement Date of Termination (except as noted if the termination is due to a reduction in Sections 6 and 7 of this Agreementsalary, then the annual base salary in effect immediately prior to the decrease in annual base salary) divided by twelve (12).

Termination by the Company Without Cause. The Company mayshall have the right, without cause, terminate your employment at any time time, to terminate the Employee’s employment with six the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (630) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by the Company or an affiliate or subsidiary thereof for a period of at least twelve (12) months prior written notice to you. The the effective date of termination date (and only in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5Aevent), the Company shall also pay to you the following: (i) A then severance payment in an amount equal to onethe Employee’s then-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from months. The Employee’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination. , deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (vi) Executive outplacement for a period of six the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (6ii) months from of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. Such cost For the avoidance of doubt, no payment or benefit shall not exceed ten thousand dollars ever be due to the Employee under clause ($10,000). (viii) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Company Employee shall have no further obligation duty to you mitigate damages under this Agreement and you Section 2(b) during the applicable severance period and, in the event the Employee shall have subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no further obligation such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company under this Agreement except or a succeeding entity without Cause upon or within one (1) year of a Change of Control as noted described in Sections 6 and 7 Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.

Termination by the Company Without Cause. The Company may, without cause, terminate your employment hereunder at any time with six upon ten (610) months prior or more days written notice to you. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5AParagraph 8A, the Company shall also pay to you the following: (i) A severance single lump sum payment in an amount equal to oneof two and nine-half of tenths times (2.9x) your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section Paragraph 2A hereof (as adjusted by Section 2BParagraph 2B hereof), with payment to be made on the first day of the seventh (7th) hereof, including salary full calendar month immediately succeeding the month in respect which the last day of any accrued and accumulated vacation due to you at the date of such termination.your employment occurs; (iiiii) A single lump sum payment of any incentive compensation set forth in Paragraph 2C hereof earned in the fiscal year of the termination of your employment. Such payment will , which incentive compensation shall be determined on the basis of the Company's operations through June 30 of such fiscal year, and shall be pro-rated through the last day of your employment and shall be paid within the time period specified under the terms of the Management Incentive Compensation Plan; (iii) The Deferred Compensation set forth in accordance Paragraph 2D hereof with payment of the MICP.Monthly Amount delayed until the first day of the seventh (7th) full calendar month immediately succeeding the month in which the last day of your employment occurs. However, the first such payment will include the aggregate of the Monthly Amounts that would have been made during the interim period, and, therefore, will be equal to seven (7) times the Monthly Amount, and such payment shall reduce the number of overall payments due under Paragraph 2D hereof by seven (7). Payments under this Paragraph 8A (iii) shall be made on the first day of each respective calendar month; (iv) Continuation of medical benefits for a the period you are entitled to COBRA continuation coverage under Section 4980B of six the Code. The Company shall reimburse you for eighty percent (680%) months from of any premiums paid by you for such continuation. Provided, however, no such reimbursement hereunder shall be made for continuation coverage extending beyond the date earlier of termination.(1) the last day of the second calendar year following the calendar year in which your employment is terminated or (2) the period for which you are entitled to continuation coverage under Section 4980B of the Code, and all such reimbursements shall be made in accordance with the Company's general policies for reimbursement of expenses, but in no event later than the last day of the third calendar year following the calendar year in which your employment is terminated; and (v) Executive Reasonable executive outplacement services for a period of six (6) months from the date of months, immediately following your termination. Such cost Payment of such outplacement services shall not exceed ten thousand dollars ($10,000). (vi) To be made no later than the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first last day of the month immediately succeeding third calendar year following the date of terminationcalendar year in which your employment is terminated. The Company shall have no further obligation obligations to you under this Agreement and you shall have no further obligation obligations to the Company under this Agreement except as noted provided in Sections 6 Paragraph 11 and 7 of this Agreement.Paragraph 12 hereof:

Termination by the Company Without Cause. The Company may, without cause, terminate your employment hereunder at any time with six upon ten (610) months prior or more days' written notice to you. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5AParagraph 9A, the Company shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on payment, no later than the date last day of termination of any your employment, of: (a) Any accrued but unpaid salary set forth in Section Paragraph 2A hereof (as adjusted by Section 2B) Paragraph 2B hereof), including salary in respect of any accrued and accumulated vacation vacation, due to you at the date of such termination.; (b) Any amounts owing, but not yet paid, pursuant to Paragraph 5 hereof; and (c) An amount equal to the product of two and nine-tenths (2.9) times your "base salary" under Paragraph 2A hereof (as adjusted by Paragraph 2B hereof); (ii) A single lump sum payment of any accrued but unpaid incentive compensation set forth in Paragraph 2C hereof due to you at the date of such termination for the fiscal year ending immediately prior to the date of such termination, which shall be paid no later than ninety (90) days after the end of such fiscal year; (iii) A single lump sum payment of any incentive compensation set forth in Paragraph 2C hereof earned in the fiscal year of the termination of your employment. Such payment will , which incentive compensation shall be determined on the basis of the Company's operations through June 30 of such fiscal year, shall be pro-rated through the last day of your employment employment, and shall be paid in accordance with no later than ninety (90) days after the MICP.end of such fiscal year; and (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To If and to the extent vested, the Monthly Supplemental Retirement Benefit Deferred Compensation as set forth in Section Paragraph 2D hereof hereof, with payment of the first monthly payment Monthly Amount beginning on the first day of the month immediately succeeding the date last day of terminationyour employment. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted provided in Sections 6 Paragraph 12 and 7 of this AgreementParagraph 13 hereof.

Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company may, without cause, terminate your employment at any time with six without Cause by the Company upon sixty (660) months days’ prior written notice to youthe Executive. The Any termination date in this instance is the date on which the notice period ends. In such case by the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5A, the Company shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your Executive’s employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement which does not constitute a termination for Cause under Section 6(b) and you is not a termination on account of death or disability under Section 6(c) shall have no further obligation be deemed a termination without Cause, including any termination by reason of the Company electing not to extend the term of the Executive’s employment upon the expiration of the initial Term or any Renewal Term. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement except shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a separation agreement containing, among other things, a general release of claims, confidentiality, non-disparagement and return of property, substantially in the form of Exhibit A attached hereto (the “Release”) and the Release becoming irrevocable and further subject to the Executive’s compliance with the provisions of Sections 7 and 8 hereof, the Company shall continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of two (2) years from the Date of Termination and shall pay to the Executive in monthly installments over a period of two (2) years, an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b), beginning with the first payroll date that begins thirty (30) days after the Date of Termination. The Company will also make a bonus payment to Executive with respect to the year of termination on the basis of and to the extent contemplated in any bonus plan then in effect with respect to senior executives of the Company, pro-rated on the basis of the number of days of the Executive’s actual employment hereunder during such calendar year through the Date of Termination. Such pro-rated bonus, if earned, will be paid prior to March 15 of the following calendar year. For purposes of Section 409A of the Internal Revenue Code of 1986, as noted amended (the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in Sections 6 and 7 place at the time of this Agreementtermination for a period of twenty four (24) months from the Date of Termination to the extent permitted under the Company’s group health insurance policy.

Termination by the Company Without Cause. The Company may, without cause, may terminate your employment at any time with six (6) months prior without Cause by giving you 14 days’ advance written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case termination; provided, however, the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals restrict your access to the Company’s offices, employees, customers, suppliers, properties, and Confidential Information during the 14-day notice period. In the event your employment is terminated under this Section 5Aof a termination without Cause hereunder, the Company’s sole obligation shall be to pay, maintain or reimburse you the items enumerated in (i) to (iii) below, which obligation shall be effective only upon your prior execution and delivery to the Company shall also of a release (and the expiration of any period during which you could lawfully revoke or rescind such release) of any and all claims by you against the Company and its officers, directors, employees, subsidiaries and affiliates, except for claims based on the Company’s failure to pay or provide to you the followingitems enumerated below: (i) A severance payment in an amount equal to one-half The Company will pay you the earned but unpaid portion of your then current annual base rate compensation. Such payment will begin at Basic Salary and any earned bonus for a bonus period that was completed prior to the conclusion date of termination of your employment (the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full“Earned Basic Salary”). (ii) A single lump sum payment on The Company will continue to pay you your Basic Salary for an additional six months after the date of termination of your employment (the “Severance Period”) minus any accrued but unpaid salary set forth deductions required by law for taxes or otherwise (the “Salary Termination Benefit”). Any such payments will immediately end if (A) you are in violation of any of your obligations under this Agreement, including Sections 5, 6 and/or 7 hereof; or (B) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the Company Cause, as defined in Section 2A (as adjusted by Section 2B) hereof8(b), including salary in respect of any accrued and accumulated vacation due to you at the date of such termination.terminate your employment; (iii) A single lump sum payment If you were employed by the Company for more than one-half of any incentive compensation earned the number of days in the fiscal year applicable bonus period, then the Company will pay you a Pro-Rated Bonus (as defined below) if you are eligible under a bonus plan which is based on the financial performance of the termination Company and which is in effect at the time of your employmenttermination but which provides that you must be employed beyond the date of your termination to earn the bonus. Such Pro-Rated Bonus, if any, will be paid at the same time and in the same form that other similarly situated Company employees are paid under the same bonus plan, except that your payment will be ratably reduced to reflect that you did not remain employed during the entire bonus period. The “Pro-Rated Bonus” means the bonus that would have been payable to you had you remained employed by the Company throughout the bonus period and based on the actual performance of the Company for the entire bonus period, pro-rated through by multiplying such amount by a fraction, the last day numerator of your employment and shall be paid in accordance with which is the MICP. (iv) Continuation number of medical benefits for a days during the bonus period of six (6) months from which occurred prior to the date of termination. your termination of employment, and the denominator of which is the number of days in the bonus period (v) Executive outplacement e.g., 365 days for an annual bonus plan, 182.5 days for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000semi-annual bonus plan, etc.). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this AgreementPro-Rated Bonus will not include any amount for a bonus plan, if any, that is based on individual performance criteria.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), Employee shall also pay to you the followingbe entitled to: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.Accrued Obligations; and (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary STI Award in respect of any accrued and accumulated vacation due completed fiscal year that has ended prior to you at the date of such termination., which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) A single lump sum continuation of payment of any incentive compensation earned in Base Salary during the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid Severance Term, payable in accordance with the MICP.Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and (iv) Continuation continuation, during the Severance Term, of medical the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W−2 shall include the after-tax value of the Taxable Cost for a period of six each month during the applicable benefit continuation period, and (62) months from on the last payroll date of termination. each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (vor has had paid to the Internal Revenue Service on his behalf) Executive outplacement for an amount equal to such taxes as Employee is required to pay as a period result of six the inclusion of the Taxable Cost in income during such calendar month (6) months from the date “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of terminationthe taxable year following the taxable year in which such taxes are paid. Such cost Furthermore, no continuation of coverage shall not exceed ten thousand dollars ($10,000). (vi) To be provided to the extent vestedit results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, the Monthly Supplemental Retirement Benefit except as set forth in this Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company 8(d), Employee shall have no further obligation rights to you any compensation or any other benefits under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your that Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability) and provided that she fully executes an effective Release of Claims as described in Section 7(g), Employee shall also pay to you the followingbe eligible for: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.The Accrued Obligations; (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination.The Severance Benefits; and (iii) A single lump sum payment of any incentive compensation earned in the fiscal year Acceleration of the vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination; provided that such termination without Cause and the Date of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. Termination occurs within eighteen (iv) Continuation of medical benefits for a period of six (618) months after a Sale Event (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the date Date of termination. (v) Executive outplacement for a period of six (6) months from Termination to exercise the date of terminationvested equity awards. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To Notwithstanding the extent vestedforegoing, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with Severance Benefits shall immediately terminate, and the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Agreement and you Section 7(d), Employee shall have no further obligation rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to her execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section 1(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance Term and promptly shall respond to any reasonable inquiries concerning her professional activities. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company under this Agreement except as noted in Sections 6 and 7 and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of this AgreementTermination.

Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time without Cause, effective one hundred and eighty (180) days following the date of Executive’s receipt of written notice of such termination (the “Company Notice Period”); provided, however, that the Company and Executive may mutually agree to reduce the Company Notice Period. In the event that such notice is given by the Company, any intervening termination for any reason (other than a termination of Executive’s employment by the Company for Cause), including death or Disability, prior to the expiration of the Company Notice Period shall not alter the Company’s obligations under this Section 9.4. The Company may, without causein its sole and absolute discretion and by written notice, terminate your employment at place Executive on garden leave during the Company Notice Period on the condition that the Company pays Executive the Monthly Salary and any time with six other compensation and benefits to which Executive would have been entitled had the Executive not been placed on garden leave during the Company Notice Period (6including but not limited to Annual Bonus and continued vesting of equity awards). If the Company and Executive mutually agree to reduce the Company Notice Period to less than one hundred and eighty (180) months prior written notice to you. The termination date in this instance is the date on which the notice period ends. In such case days, the Company may release you from your position provide, in its sole and duties immediately absolute discretion, that outstanding equity awards continue to vest for up to the one hundred and elect to pay six eighty (6) months pay at normal payroll intervals during the 180)-day period following Executive’s receipt of written notice periodof termination. In the event your that Executive’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), Executive shall also pay to you the followingbe entitled to: 9.4.1 The Accrued Obligations, including the Severance Contribution; 9.4.2 The Severance Payment, which shall be paid in a lump sum on the thirtieth (i30th) A severance payment in an amount equal to one-half day after the Date of your then current annual base rate compensation. Such payment will begin at the conclusion Termination, other than those components of the notice periodSeverance Payment required by Law to be paid earlier, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and components shall be paid in accordance with the MICP.requirements of applicable Law; provided, however, that the amount of the Severance Payment shall be reduced (but not below $0) by the amount of the Severance Contribution; (iv) Continuation 9.4.3 Any portion of medical benefits for the Sign-on Cash Award that is unvested as of the Date of Termination shall vest and be paid in a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning lump sum on the first thirtieth (30th) day after the Date of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted Termination if not payable earlier in Sections 6 and 7 of this Agreement.accordance with Section 3.1;

Termination by the Company Without Cause. The Company may, without cause, terminate your employment hereunder at any time with six upon ten (610) months prior or more days’ written notice to you. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5AParagraph 9A, the Company shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on payment, no later than the date last day of termination your employment, of any : (a) Any accrued but unpaid salary set forth in Section Paragraph 2A hereof (as adjusted by Section 2B) Paragraph 2B hereof), including salary in respect of any accrued and accumulated vacation vacation, due to you at the date of such termination.; and (b) Any amounts owing, but not yet paid, pursuant to Paragraph 5 hereof; (ii) A single lump sum of two and nine-tenths times (2.9) your then current “base salary” as defined in Paragraph 2A (as adjusted by Paragraph 2B hereof), with payment to be made on the first day of the seventh (7th) full calendar month immediately succeeding the month in which the last day of employment occurs; (iii) A single lump sum payment of any accrued but unpaid incentive compensation earned set forth in Paragraph 2C hereof due to you at the date of such termination for the fiscal year ending June 30, 2007, which shall be paid within the time period specified under the terms of the termination Management Incentive Compensation Plan; and (iv) If and to the extent vested, the Deferred Compensation set forth in Paragraph 2D hereof, with payment of your employment. Such payment will be pro-rated through the Monthly Amount delayed until the first day of the seventh (7th) full calendar month immediately succeeding the month in which the last day of your employment occurs. However, the first such payment will include the aggregate of the Monthly Amounts that would have been made during the interim period, and, therefore, will be equal to seven (7) times the Monthly Amount, and such payment shall reduce the number of overall payments due under Paragraph 2D hereof by seven (7). Payments under this Paragraph 9A(iv) shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning made on the first day of the month immediately succeeding the date of terminationeach respective calendar month. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted provided in Sections 6 Pxxxxxxxx 0X, Xxxxxxxxx 12, and 7 of this AgreementParagraph 13 hereof.

Termination by the Company Without Cause. The Company may, may terminate Employee's employment hereunder without cause, terminate your employment Cause at any time with six (6) months prior time, upon 20 days written notice to youEmployee. The termination date in this instance If Employee is the date on which the notice period ends. In such case terminated by the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5Awithout Cause, the Company shall also will pay to you the following: Employee (i) A severance payment in an amount equal to one-half all accrued but unpaid base salary through the effective date of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the such termination date, and be made on a continuation basis at normal payroll intervals until paid in full. pro rated for partially completed periods and (ii) A single all unreimbursed business expenses incurred by Employee prior to his termination for which Employee is entitled to reimbursement pursuant to this Agreement, which payments will become due and payable in cash in a lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the effective date of such termination. . In addition, provided Employee executes a general release (iiithe "Release") A single lump sum payment of any incentive compensation earned and all claims relating to Employee's employment with the Company, including the termination thereof, in a form satisfactory to counsel for the fiscal year Company (provided that such general release shall not extend to claims, defenses or counterclaims under the Purchase Agreement) within 21 days (or 45 days if such longer period is required by law) following such termination and the Release becomes effective following the lapse of the termination applicable revocation period, the Company will pay to Employee severance pay equal to the remaining base salary Employee would have earned had Employee completed the Term of your employmentEmployment, less applicable withholding. Such The severance payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits Company's regularly scheduled payroll practices for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning salaried employees commencing on the first payroll date within the 60-day period following Employee's Separation from Service (as defined below) on which the Release is effective following the lapse of any revocation period, but in no event later than the last day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreementsuch 60-day period.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Executive’s employment at any time with six (6) months prior without Cause, effective upon Executive’s receipt of written notice to youof such termination. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your If Executive’s employment is terminated under this Section 5A, by the Company without Cause and Executive complies with Section 7(h) hereof, Executive shall also pay to you the followingbe entitled to: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.The Accrued Rights; (ii) A single lump An amount equal to the greater of (x) the sum payment on of the date Executive’s Base Salary for the years remaining in his Term of termination Employment, or (y) the sum of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2BA) hereof, including salary in respect one year of any accrued Executive’s then current Base Salary and accumulated vacation due to you at the date (B) one year of such termination.Executive’s Target Annual Bonus; (iii) A single lump sum payment Full and immediate accelerated vesting and immediate lapse of restrictions on all shares associated with any incentive compensation earned equity awards previously granted including but not limited to the Renewal Restricted Shares and the Renewal PSUs, and notwithstanding any provision in any such equity award agreement to the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP.contrary; (iv) Continuation Subject to Executive’s election of medical COBRA continuation coverage under the Company’s group health plan, the Company shall cover the premium cost of such coverage monthly for the lesser of eighteen months following the Date of Termination or until the Executive no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the premium cost will terminate if the Executive becomes eligible to obtain benefits for under a period of six (6) months from the date of termination.subsequent employer’s benefit plan, and (v) Executive outplacement for a period At the Company’s expense, continuation of six the benefits in Section 5(b) until the later or (6A) months one year from the date Date of terminationTermination or (B) the end of the Term of Employment. Such cost The payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall not exceed ten thousand dollars immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, if Executive materially breaches any provision of the Restrictive Covenants contained in Appendix B attached hereto. Following the Date of Termination of Executive pursuant to this Section7 ($10,000d). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit except as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company 7(d) and Section 14, Executive shall have no further obligation rights to you any compensation or any other benefits under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Your employment may be terminated by the Company may, without cause, terminate your employment Cause at any time with six (6) months prior upon written notice to you. The , which termination will be effective immediately or on such later date as specified in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodwritten notice. In the event your employment is terminated under this Section 5Awithout Cause, you shall receive the Accrued Amounts and, provided you sign a release and waiver of claims in favor of the Company and its Affiliates and their respective officers and directors, in a form provided by the Company (the “Release”), and it becomes effective within thirty (30) days of the date of termination, you shall also pay to you receive the followingfollowing benefits: (i) A severance Any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination, which shall be paid on the applicable payment date; (ii) The Company shall pay you a salary continuance benefit (the “Salary Continuance Benefit”) in an amount equal to one-half the product of (x) your then current annual base rate compensation. Such payment will begin at Final Monthly Compensation times (y) the conclusion number of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on months remaining between the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereofyour employment and the Expiration Date, including salary pro-rated credit for any partial month. For purposes of this Agreement, Final Monthly Compensation means the sum of your Base Salary in respect of any accrued and accumulated vacation due to you effect at the date of such termination.termination of your employment and the annual bonus paid or payable to you for the most recently completed year, divided by twelve (12). The Salary Continuance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”); (iii) A single lump sum payment The Company shall pay you a welfare continuance benefit (the “Welfare Continuance Benefit”) in an amount equal to the product of (x) the number of months remaining between the date of termination of your employment and the Expiration Date, including pro-rated credit for any incentive compensation earned partial month, times (y) the excess of the premium for continued health, dental and vision coverage for you and your “qualified beneficiaries” (as defined in Section 4980B of the fiscal year of Code) (the “COBRA Premium”) over the amount that you paid for such coverage immediately before the termination of your employment. Such payment The Welfare Continuance Benefit will be pro-rated through paid to you in a lump sum cash payment not later than the last 30th day following the effective date of your employment and shall be paid in accordance the Release, subject to compliance with Section 9(i) of this Agreement regarding the MICP.requirements of Section 409A of the Code; and (iv) Continuation of medical benefits for a During the twelve (12) month period of six (6) months from following the date of termination. , you shall provide the Company with at least ten (v10) Executive outplacement for a period of six (6) months from days written notice before the starting date of terminationany employment, identifying the prospective employer and its affiliated companies and the job description, including a description of the proposed geographic market area associated with the new position. Such cost You shall not exceed ten thousand dollars ($10,000). (vi) To notify in writing any new employer of the extent vested, existence of the Monthly Supplemental Retirement Benefit as restrictive covenants set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Executive’s employment hereunder and the Employment Term may be terminated by the Company mayfor any reason by written notice as provided in Section 17. For purposes of this Agreement, the Executive will be treated as having been terminated by the Company without causeCause if the Executive terminates his employment with the Company under the following circumstances: (i) the Company breaches any material provision of this Agreement and fails to cure such breach within thirty (30) calendar days after receiving notice thereof from the Executive; (ii) there occurs a material reduction in the Executive’s authority, terminate your functions, duties or responsibilities as provided in Section 3 and the Company fails to restore to the Executive such authority, functions, duties or responsibilities within thirty (30) calendar days after receiving notice thereof from the Executive; or (iii) the Executive’s employment at any time with is (A) terminated without cause within six (6) months prior written notice to you. The termination of the effective date of a Change in this instance is Control (as defined in Section 10) or (B) there occurs a material reduction in the date on Executive’s authority, function, duties or responsibilities which causes the notice period ends. In such case Executive’s resignation from the Company may release you from your position and duties immediately and elect to pay within six (6) months pay at normal payroll intervals during of the notice periodeffective date of a Change in Control (as defined in Section 10) (a “COC Termination”). In the event your of such a termination without Cause pursuant to any of subsections 8(a)(i)-(iii) above or any other termination of the Executive’s employment is terminated under this by the Company for any reason other than Cause (as defined in Section 5A9(d) herein), the Company Executive shall also pay be entitled to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, payments and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary benefits set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect 9(a). For the avoidance of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vesteddoubt, the Monthly Supplemental Retirement Benefit as Termination events set forth in this Subsection 8(a) shall apply independently during the entire Employment Term and any Termination without Cause that occurs under Section 2D hereof with the first monthly payment beginning on the first day 8(a)(i) or 8(a)(ii) of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement will result in the payments and you shall have no further obligation benefits under Section 9(a), including any such termination during the Employment Term that occurs subsequent to the Company under this Agreement except as noted any Change in Sections 6 and 7 of this AgreementControl event.

Termination by the Company Without Cause. The Company may, may terminate the Executive’s services hereunder without cause, terminate your employment Cause at any time with six (6) months prior upon written notice to you. The termination date in this instance is the date on which the notice period endsExecutive. In such case event, the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during Executive’s employment hereunder shall terminate on the notice periodeffective date specified in the notice. In the event your employment is the Executive’s services hereunder are terminated under by the Company without Cause, provided that the Executive enters into a Separation Agreement and Release of the Company and related parties substantially similar to the form attached hereto as Exhibit A, the Company shall: (i) pay the Executive an amount equal to two (2) times his Base Salary in effect on the effective date of termination plus two (2) times his Performance Bonus target for the year in which such termination occurs, and (ii) to the extent permitted by the Company’s benefit plans, provide the benefits set forth in Section 3(e) then provided to the Executive for a period of 24 months following the Executive’s termination pursuant to this Section 5A4(e), provided that, to the extent such continuation of one or more benefits is not permitted by the Company’s benefit plans, the Company shall also pay to you the following: Executive, within thirty (30) days after the discontinuation of any such benefit(s), a lump sum payment of reasonably equivalent value to the discontinued benefit(s). The entire amount payable under subsection (i) A severance payment above shall be paid to the Executive in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single one lump sum payment on within thirty (30) days after the effective date of termination termination. In addition, the Executive shall be deemed fully vested, as of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the effective date of such termination. , in all accrued benefits under all retirement plans (iiiexcluding any stock option plans) A single lump sum payment of any incentive compensation earned in for which the fiscal year Executive is eligible and has participated, and all such accrued benefits shall be calculated, for all purposes, as if the Executive were credited, as of the termination effective date of your employmenttermination, with two additional years of age and/or service to the Company. Such payment will be pro-rated through Further, the last day of your employment Company shall reimburse the Executive for any amounts then due pursuant to Section 3(d) and shall be paid pay the Executive’s Performance Bonus for the year preceding the year in accordance with which the MICP. (iv) Continuation of medical benefits for a period of six (6) months Executive’s termination occurs if then due and owing, and the Executive shall have 60 days from the date of termination. delivery of such termination notice to exercise any vested and exercisable options under the Company Stock Option Plan then in effect. The Executive shall be entitled, at his election and his sole cost and expense, to receive benefits provided pursuant to the Consolidated Omnibus Budget Reconciliation Act (v“COBRA”) Executive outplacement for a period of six (6) months from following the termination date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit Executive’s benefits as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of terminationpreceding sentence. The Company Executive and his beneficiaries, shall have be entitled to no further obligation to you other compensation under this Agreement and you shall have no further obligation to the Company following, or as a result of, a termination under this Agreement except as noted in Sections 6 and 7 of this Agreementthese circumstances.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your that Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability) and provided that he fully executes and does not revoke an effective Release of Claims as described in Section 7(g), Employee shall also pay to you the following: be eligible for: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. The Accrued Obligations; (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. The Severance Benefits; (iii) A single lump sum payment of any incentive compensation earned in At the fiscal year end of the termination of your employment. Such payment will be pro-rated through Severance Term, the last day of your employment Retention Bonus Amount; and shall be paid in accordance with the MICP. (iv) Continuation If such termination without Cause and the Date of medical benefits for a period of six Termination occur within eighteen (618) months after a Sale Event (as such term is defined in the Company’s 2010 Stock Option and Incentive Plan), acceleration of the vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the date Date of termination. (v) Executive outplacement for a period of six (6) months from Termination to exercise the date of terminationvested equity awards. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To Notwithstanding the extent vestedforegoing, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with Severance Benefits shall immediately terminate, and the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Agreement and you Section 7(d), Employee shall have no further obligation rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of (i) the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, (ii) the Accrued Obligations, and (iii) at the end of the Severance Term, the Retention Bonus Amount, subject to his execution of the Release of Claims. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company under this Agreement except as noted in Sections 6 and 7 and/or hereby authorizes deductions from future Severance Benefit amounts.” at the end of this Agreementthe Severance Term, the Retention Bonus Amount, subject to his execution of the Release of Claims.”

Termination by the Company Without Cause. The Your employment with the Company maymay be terminated, without cause, terminate your employment Without Cause by the Company at any time with six (6) months prior upon written notice to you. The termination date in this instance is the date on which the notice period ends. In such case , provided, however, that if the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event terminates your employment is terminated under this Section 5AWithout Cause, the Company shall also continue to pay your Base Salary (the "Salary Continuation Payments") and health and dental insurance premiums to you the following: extent previously paid by the Company (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin or the cash equivalent, at the conclusion of Company's discretion) for the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. two (ii2) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of period immediately following the termination of your employment. Such payment In addition, you will also be pro-rated through the last day entitled to reimbursement of your employment and reasonable outplacement expenses actually incurred by you, not to exceed $15,000. Reimbursement of outplacement expenses shall be paid made within twenty (20) days after the Company's receipt of a properly documented request for reimbursement. The Salary Continuation Payments shall be made by the Company to you in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning installments on the first day of each calendar month. If the month immediately succeeding Salary Continuation Payments or any other payment to be made or benefit to be provided pursuant to the date preceding paragraph is not paid or provided when due, and such failure of termination. The Company compliance is not cured within fifteen (15) days after you give written notice of such failure to the Company, then such failure shall have no further obligation to you under constitute a material breach of this Agreement Agreement, and you shall have no further obligation to the Company from that point forward and forever thereafter be relieved of your obligations under this Agreement except as noted in Sections 6 and 7 Section 9 of this Agreement, irrespective of any subsequent cure by the Company of its failure of compliance. The fact that you are relieved from your obligations under Section 9 shall not, however, relieve the Company of its obligation to make the payments and provide the other benefits contemplated by the preceding paragraph. Furthermore, in the event you are terminated by the Company Without Cause or in the event you terminate your employment for Good Reason (as discussed below), any stock options held by you shall (i) automatically and fully vest so that the same are exercisable in full, and (ii) remain exercisable as provided in the applicable option documentation, provided that in no event shall any such option be exercisable for less than twelve (12) months following such termination of employment. Any stock options hereafter granted to you shall provide for such automatic and full vesting under such circumstances.

Termination by the Company Without Cause. The Company may, without cause, may terminate your the employment of Executive hereunder at any time with six without Cause (6) months prior written notice to youas hereinafter defined). The Notice of any such termination date must be in this instance is the date on which the notice period ends. In such case the Company may release you from your position writing and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodwill be effective upon receipt by Executive. In the event your that the employment of Executive is terminated under pursuant to this Section 5A6(a) then, unless there has been a judicial determination or arbitrator’s decision that Executive has breached one or more of Sections 7, 9, 10 and 22 of this Agreement (an “Adverse Determination”), the Company will continue to pay to Executive the Base Salary as in effect on the date of such termination, in accordance with the standard payroll practices of the Company as in effect from time to time, for a term of twelve (12) months immediately following the date of such termination. In addition, in the event the employment of Executive is terminated pursuant to this clause (a), any unpaid annual incentive or unpaid Supplemental Performance Bonus described in Section 4(d) that in either case has been earned prior to the date of termination shall be paid to Executive when due and in all events not later than 75 days from the end of such fiscal year to which such bonus relates. Executive shall also receive a prorated annual incentive bonus for the year of termination based on the portion of the fiscal year to which such incentive bonus relates that Executive was employed; provided, however, that the Minimum Bonus for the first year of employment shall in no event be subject to pro-ration. In addition, unless there is an Adverse Determination (i) during the twelve (12) month period (eighteen (18) month period with respect to participation in the Company’s medical plans; provided that such benefits may be immediately terminated by the Company upon Executive’s qualification for coverage under the medical plans of another employer) immediately following termination of Executive pursuant to this Section 6(a), to the extent permissible under any relevant benefit plans of the Company, the Company shall also pay continue to you the following: (i) A severance payment provide participation to Executive in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin all other benefits provided for under Section 4(e), at the conclusion of the notice periodCompany’s expense, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination pursuant to this Section 6(a), the vesting and exercisability of any accrued but unpaid salary set forth in unvested options then held by Executive shall accelerate with respect to the number of shares of the Company’s common stock that equals (x) the number of shares that would have vested and become exercisable during the 12 months following termination of Executive multiplied by (y) a fraction, the numerator of which is the number of full calendar months that have elapsed since the last vesting date or since Xxxxx 0, 0000 (xx a vesting date has not occurred) and the denominator of which is the number of full calendar months from the last vesting date or from Xxxxx 0, 0000 (xx a vesting date has not occurred) to the vesting date occurring during the 12 months following termination, and (iii) any stock option held by Executive that is vested at the time of Executive’s termination pursuant to this Section 2A 6(a) (as adjusted by Section 2Bincluding any portion of such option for which vesting was accelerated pursuant to the preceding sentence) hereof, including salary in respect will be exercisable until the earlier to occur of any accrued (i) the expiration date of such option pursuant to its terms and accumulated vacation due to you at (ii) twelve (12) months following the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000pursuant to this Section 6(a). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, terminate your employment hereunder at any time with six upon ten (610) months prior or more days' written notice to you. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5AParagraph 9A, the Company shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on payment, no later than the date last day of termination of any your employment, of: (a) Any accrued but unpaid salary set forth in Section Paragraph 2A hereof (as adjusted by Section 2B) Paragraph 2B hereof), including salary in respect of any accrued and accumulated vacation vacation, due to you at the date of such termination.; (b) Any amounts owing, but not yet paid, pursuant to Paragraph 5 hereof; and (c) An amount equal to your then current annual base salary as defined in Paragraph 2A hereof (as adjusted by Paragraph 2B hereof); or if you are the Chief Executive Officer of the Company when your employment is terminated, an amount equal to the product of two and nine-tenths (2.9) times your "base salary" under Paragraph 2A hereof (as adjusted by Paragraph 2B hereof); (ii) A single lump sum payment of any accrued but unpaid incentive compensation set forth in Paragraph 2C hereof due to you at the date of such termination for the fiscal year ending immediately prior to the date of such termination, which shall be paid no later than ninety (90) days after the end of such fiscal year; (iii) A single lump sum payment of any incentive compensation set forth in Paragraph 2C hereof earned in the fiscal year of the termination of your employment. Such payment will , which incentive compensation shall be determined on the basis of the Company's operations through June 30 of such fiscal year, shall be pro-rated through the last day of your employment employment, and shall be paid in accordance with no later than ninety (90) days after the MICP.end of such fiscal year; and (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To If and to the extent vested, the Monthly Supplemental Retirement Benefit Deferred Compensation as set forth in Section Paragraph 2D hereof hereof, with payment of the first monthly payment Monthly Amount beginning on the first day of the month immediately succeeding the date last day of terminationyour employment. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted provided in Sections 6 Paragraph 12 and 7 of this AgreementParagraph 13 hereof.

Termination by the Company Without Cause. The Company may, without cause, terminate your employment hereunder at any time with six upon ten (610) months prior or more days written notice to you. The termination date in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5AParagraph 8A, the Company shall also pay to you the following: (i) A severance single lump sum payment in an amount equal to oneof two and nine-half of tenths times (2.9x) your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section Paragraph 2A hereof (as adjusted by Section 2BParagraph 2B hereof), with payment to be made on the first day of the seventh (7th) hereof, including salary full calendar month immediately succeeding the month in respect which the last day of any accrued and accumulated vacation due to you at the date of such termination.your employment occurs; (iiiii) A single lump sum payment of any incentive compensation set forth in Paragraph 2C hereof earned in the fiscal year of the termination of your employment. Such payment will , which incentive compensation shall be determined on the basis of the Company’s operations through June 30 of such fiscal year, and shall be pro-rated through the last day of your employment and shall be paid within the time period specified under the terms of the Management Incentive Compensation Plan; (iii) The Deferred Compensation set forth in accordance Paragraph 2D hereof with payment of the MICP.Monthly Amount delayed until the first day of the seventh (7th) full calendar month immediately succeeding the month in which the last day of your employment occurs. However, the first such payment will include the aggregate of the Monthly Amounts that would have been made during the interim period, and, therefore, will be equal to seven (7) times the Monthly Amount, and such payment shall reduce the number of overall payments due under Paragraph 2D hereof by seven (7). Payments under this Paragraph 8A(iii) shall be made on the first day of each respective calendar month; (iv) Continuation of medical benefits for a the period you are entitled to COBRA continuation coverage under Section 4980B of six the Code. The Company shall reimburse you for eighty percent (680%) months from of any premiums paid by you for such continuation. Provided, however, no such reimbursement hereunder shall be made for continuation coverage extending beyond the date earlier of termination.(1) the last day of the second calendar year following the calendar year in which your employment is terminated or (2) the period for which you are entitled to continuation coverage under Section 4980B of the Code, and all such reimbursements shall be made in accordance with the Company’s general policies for reimbursement of expenses, but in no event later than the last day of the third calendar year following the calendar year in which your employment is terminated; and (v) Executive Reasonable executive outplacement services for a period of six (6) months from the date of months, immediately following your termination. Such cost Payment of such outplacement services shall not exceed ten thousand dollars ($10,000). (vi) To be made no later than the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first last day of the month immediately succeeding third calendar year following the date of terminationcalendar year in which your employment is terminated. The Company shall have no further obligation obligations to you under this Agreement and you shall have no further obligation obligations to the Company under this Agreement except as noted provided in Sections 6 Paragraph 11 and 7 of this Agreement.Paragraph 12 hereof:

Termination by the Company Without Cause. The Company maymay terminate the Executive’s employment, without causeCause as defined in Section 5(a), terminate your employment at any time in which case the Company shall pay the Executive the following, less withholdings required by law: (i) all accrued but unpaid Base Salary to the Termination Date; (ii) all accrued but unpaid vacation pay to the Termination Date; (iii) payment equal to the Base Salary for the remainder of the Term of this Agreement; and (iv) if the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly premiums associated with six continuation of the Executive and his dependents’ insurance coverage. Such reimbursement shall be paid to the Executive on the 3rd day of the month immediately following the month in which the Executive timely remits the premium payment (6) months prior written notice with the first such payment to yoube made on the first such date after the 52nd day following the Termination Date and shall include all amounts owed and due to be paid to the Executive but not paid due to such delay). The termination Executive shall be eligible to receive such reimbursement until the earliest of (x) the 18 month anniversary of the Termination Date; (y) the date in this instance the Executive is no longer eligible to receive COBRA continuation coverage; and (z) the date on which the notice period endsExecutive becomes eligible to receive substantially similar coverage from another employer. In such case Prior to, and as a condition to, receiving the payments in this Section 5(d) (other than payments pursuant to Sections 5(d)(i) and (ii)), the Executive agrees to execute a full and final release in favor of the Company, in a form satisfactory to the Company may release you from your position and duties immediately and elect to pay six not later than fifty-two (652) months pay at normal payroll intervals during days following the notice periodTermination Date. In the event your employment is terminated under this Section 5A, the Company shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment The above amounts will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A a single lump sum payment on not later than fifty-two (52) days after the date Termination Date subject to the fulfillment of termination the provision of any accrued but unpaid salary set forth in Section 2A (as adjusted a full and final release no later than the end of such 52-day period; provided that the payments contemplated by Section 2B5(d)(iv) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit reimbursed as set forth in Section 2D hereof with 5(d)(iv). The above amounts shall not be subject to the requirement of mitigation, nor reduced by any actual mitigation by the Executive. The right to receive any of the above payments shall be forfeited if the required full and final release has not been received before the end of the 52-day period; provided, however, if such 52- day period begins in one taxable year and ends in a second taxable year, the payment date shall be deemed to be the later of (i) the first monthly payment beginning on business day in the first year following the year in which the NAI-1000000000x2 Executive’s “separation from service” occurs or (ii) the last day of the month immediately succeeding the date of terminationsuch 52-day period. The Company shall have no further obligation payments referred to you in Section 5(d) are inclusive of any termination and/or severance payments that may be required under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreementapplicable law.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), Employee shall also pay to you the followingbe entitled to: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.Accrued Obligations; and (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary STI Award in respect of any accrued and accumulated vacation due completed fiscal year that has ended prior to you at the date of such termination., which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) A single lump sum continuation of payment of any incentive compensation earned in Base Salary during the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid Severance Term, payable in accordance with the MICP.Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and (iv) Continuation continuation, during the Severance Term, of medical the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for a period of six each month during the applicable benefit continuation period, and (62) months from on the last payroll date of termination. each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (vor has had paid to the Internal Revenue Service on his behalf) Executive outplacement for an amount equal to such taxes as Employee is required to pay as a period result of six the inclusion of the Taxable Cost in income during such calendar month (6) months from the date “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of terminationthe taxable year following the taxable year in which such taxes are paid. Such cost Furthermore, no continuation of coverage shall not exceed ten thousand dollars ($10,000). (vi) To be provided to the extent vestedit results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, the Monthly Supplemental Retirement Benefit except as set forth in this Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company 8(d), Employee shall have no further obligation rights to you any compensation or any other benefits under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, may terminate Executive’s employment without cause, terminate your employment Cause (as defined below) at any time with six (6) months prior during the Employment Period upon written notice to you. The termination date Executive provided in accordance with Section 8 below (for purposes of this instance is Section 4(a), the date on which specified in any such notice provided in accordance with this Section 4(a) shall constitute the notice period ends“Date of Termination”). In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your If Executive’s employment is terminated under as provided in this Section 5A4(a), the Company shall also shall, upon the Date of Termination, or in the case of obligations described in clause (iv) below, as such obligations become due to Executive, pay or provide to you the following: Executive, (i) A severance payment in an amount equal to one-half Executive’s earned but unpaid Base Salary accrued through such Date of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice periodTermination, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A vacation time through such Date of Termination, (iii) reimbursement of any business expenses incurred by Executive prior to the Date of Termination that are reimbursable under Sections 3(g) or 3(i) above, and (iv) any vested benefits and other amounts due to Executive under any plan, program or policy of the Company (together, all of these benefits shall be referred to as the “Accrued Obligations”). In addition, subject to Sections 4(g) and 4(i) below, Executive’s execution and non-revocation of a binding Release (as adjusted defined below) in accordance with Section 4(h) below and Executive’s continued compliance with the Confidentiality Agreement (as defined below), Executive shall be entitled to the following payments and benefits from the Company (together, all of these benefits shall be referred to as the “Severance”): (1) continued payment of Executive’s Base Salary at the rate in effect as of the Date of Termination for a period of twelve (12) months following the Date of Termination, in accordance with the Company’s normal payroll procedures applicable to senior executives of the Company, as in effect from time to time; (2) continuation of healthcare coverage for Executive and his legal dependents for a period of twelve months from the Date of Termination, to the extent each such individual received healthcare coverage provided by Section 2Bthe Company immediately prior to such termination of employment, at the same cost to Executive as such coverage cost immediately prior to such termination (subject to premium increases affecting participants in such plan(s) hereofgenerally), including salary provided that Executive properly elects continuation healthcare coverage under applicable law and as may be required by the terms of any applicable benefit plan; following such twelve-month continuation period, any further continuation of such coverage under applicable law shall be at Executive’s sole expense; and (3) a pro-rated portion of Component A of the Synergy Bonus that would otherwise become payable in respect of any accrued and accumulated vacation due to you at the date quarter in which the Date of such termination. Termination occurs (iii) A single lump sum payment of any incentive compensation earned in if any), had Executive remained employed by the fiscal year of the termination of your employment. Such payment will be pro-rated Company through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for such quarter, determined by multiplying $20,000 by a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vestedfraction, the Monthly Supplemental Retirement Benefit as set forth numerator of which equals number of days elapsed in Section 2D hereof with such quarter through the first monthly payment beginning on Date of Termination and the first day denominator of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreementwhich equals 91.25.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Executive’s employment at any time with six without Cause, given 60 days’ notice (6or pay in lieu thereof). In the event that, during the Term, Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be eligible for the Accrued Obligations and, provided that Executive fully executes (and does not revoke) the Release of Claims as described in Section 7(g), Executive shall also be eligible for (i) the Severance Benefits and (ii) reimbursement for Executive’s (and Executive’s eligible dependents’) health care continuation (COBRA) premiums for 6 months prior written notice to you. The following such termination date in this instance is (provided that (A) such COBRA benefits shall not be provided beyond the date on which Executive obtains comparable coverage from a subsequent employer and (B) such benefits shall not be provided to the notice period ends. In such case extent that the Company may release you from your position and duties immediately and elect to pay six determines that it would result in any fine, penalty or violation of law for being a discriminatory benefit or otherwise) (6) months pay at normal payroll intervals during the notice period“COBRA Benefits”). In Notwithstanding the event your employment is terminated under this Section 5Aforegoing, the Company Severance Benefits and the COBRA Benefits shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination dateimmediately terminate, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Executive with respect thereto, and any Severance Benefits and COBRA Benefits that were provided will be reimbursed or repaid promptly by Executive to the Company, in the event that Executive breaches any provision of the Confidentiality and Invention Assignment Agreement or the Release of Claims. Any such termination, reimbursement or repayment of Severance Benefits or COBRA Benefits shall have no effect on the Release of Claims or any of Executive’s post-employment obligations to the Company. Following termination of Executive’s employment by the Company without Cause, except as set forth in this Agreement and you Section 7(d), Executive shall have no further obligation rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company under this Agreement except as noted in Sections 6 without Cause shall be receipt of the Severance Benefits and 7 the COBRA Benefits, subject to Executive’s execution and non-revocation of this Agreementthe Release of Claims, and the Accrued Obligations.

Termination by the Company Without Cause. The Company may, may terminate the employment of Executive hereunder without cause, terminate your employment Cause upon at any time with six (6) months prior least 30 days’ written notice to youExecutive. The An election by the Company not to extend the Term pursuant to Section 1 hereof shall not be deemed to be a termination date in this instance is of employment by the Company Without Cause at the date on which of expiration of the notice period endsTerm. In such case At the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your time Executive’s employment is terminated under this Section 5Aby the Company (i.e., at the expiration of such notice period), the Term will terminate, all remaining obligations of the Company shall also and Executive under Sections 1 through 3 will immediately cease (except as expressly provided below), and the Company will pay Executive, and Executive will be entitled to you receive, the following: (i) A severance payment Executive’s Compensation Accrued at Termination (as defined in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.Section 6.4); (ii) A single lump If such termination is not in anticipation of, or on or within two (2) years after, a Change of Control (as defined in Section 6.3), Executive shall be entitled to receive severance payments equal to the sum of: (a) one times the Executive’s Annual Salary plus (b) one times the average of the two highest Annual Cash Incentive payments received by Executive during the preceding three completed performance years (provided that in no event shall such amount be less than one times the targeted Annual Cash Incentive for the year of termination) (the “Base Severance Amount”). Such severance shall be payable in equal installments on the Company’s regular salary payment dates for a twelve-month period commencing on the date of termination; provided, however, that such payments shall terminate if Executive fails to comply with the requirements of Section 8 below; (iii) If such termination occurs in anticipation of, or on or within two (2) years after, a Change in Control (as defined in Section 6.3), Executive shall receive two severance payments. The first shall be payable within 30 days of the date of termination and shall be equal to the Base Severance Amount. The second shall be payable one year after the date of termination and shall be equal to (a) the Base Severance Amount less (b) the Executive’s then current total annual compensation from any gainful employment. Executive agrees to provide all information necessary to calculate the second payment and, at the Company’s election, such determination shall be investigated and made by a nationally known independent accounting firm. Any payments provided under this subsection (iii) shall be forfeited if Executive fails to comply with the requirements of Section 8 below; (iv) In lieu of any annual cash incentive compensation under Section 3.2 for the year in which Executive’s employment terminates, a Partial Year Bonus (as defined in Section 6.7); (v) All equity awards held by Executive at termination which vest based on time shall become vested, all stock options shall be exercisable during the remainder of the term of such options, and all other terms of such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted; (vi) Any performance objectives upon which the earning of performance-based restricted stock, RSUs, and other equity awards and other long-term incentive awards (including cash awards,) is conditioned shall be earned based on actual performance at the date of termination, and such awards shall to the extent earned become vested and non-forfeitable as a result of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you employment at the date of such termination., and, in other respects, such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted; provided, however, that if such termination shall occur in anticipation of a Change in Control (as defined in Section 6.6) or on or within two (2) years after a Change in Control any such performance objectives shall be deemed to have been met at target level at the date of termination; (iiivii) A single lump sum payment All other rights under any other compensatory or benefit plan shall be governed by such plan. In addition, at Company’s expense, Executive and his spouse and dependent children shall be entitled to continuation of any incentive compensation earned health insurance coverage (i.e., medical, dental and vision) under the Company’s group health plan(s) in which the Executive was participating on the date of termination or if such plan(s) have been terminated, in the fiscal year plan(s) in which senior executives of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits Company participate for a period of six one (61) months from year after the date of termination. (v) Executive outplacement for a period of six (6) months from the date of terminationExecutive’s employment terminates. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you Payments and benefits under this Agreement and you shall have no further obligation Section 5.3 are subject to the Company under this Agreement except as noted in Sections 6 and 7 of this AgreementSection 5.6.

Termination by the Company Without Cause. The Executive’s employment hereunder and the Employment Term may be terminated by the Company mayfor any reason by written notice as provided in Section 17. For purposes of this Agreement, the Executive will be treated as having been terminated by the Company without causeCause if the Executive terminates his employment with the Company under the following circumstances: (i) the Company breaches any material provision of this Agreement and fails to cure such breach within thirty (30) calendar days after receiving notice thereof from the Executive; (ii) there occurs a material reduction in the Executive’s authority, terminate your functions, duties or responsibilities as provided in Section 3 and the Company fails to restore to the Executive such authority, functions, duties or responsibilities within thirty (30) calendar days after receiving notice thereof from the Executive; or (iii) the Executive’s employment at any time with is (A) terminated without cause within six (6) months prior written notice to you. The termination of the effective date of a Change in this instance is Control (as defined in Section 10) or (B) there occurs a material reduction in the date on Executive’s authority, function, duties or responsibilities which causes the notice period ends. In such case Executive’s resignation from the Company may release you from your position and duties immediately and elect to pay within six (6) months pay at normal payroll intervals during of the notice periodeffective date of a Change in Control (as defined in Section 10) (a “CIC Termination”). In the event your of such a termination without Cause pursuant to any of subsections 8(a)(i)-(iii) above or any other termination of the Executive’s employment is terminated under this by the Company for any reason other than Cause (as defined in Section 5A9(d) herein), the Company Executive shall also pay be entitled to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, payments and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary benefits set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect 9(a). For the avoidance of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vesteddoubt, the Monthly Supplemental Retirement Benefit as Termination events set forth in this Subsection 8(a) shall apply independently during the entire Employment Term and any Termination without Cause that occurs under Section 2D hereof with the first monthly payment beginning on the first day 8(a)(i) or 8(a)(ii) of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement will result in the payments and you shall have no further obligation benefits under Section 9(a), including any such termination during the Employment Term that occurs subsequent to the Company under this Agreement except as noted any Change in Sections 6 and 7 of this AgreementControl event.

Termination by the Company Without Cause. The Company may, without cause, may terminate your the Executive’s employment at any time with six (6) months prior written without Cause upon 60 days’ advance notice to youthe Executive (“Termination Without Cause”), subject to the Company’s right, at its election, to reduce the duration of the notice period upon notice to the Executive, in which case the last day of the reduced notice period shall constitute the date of termination. The In the event of such termination, the Executive will receive the Accrued Benefits and, if the Executive (1) executes a release of all claims in a form acceptable to the Company (the “Release”) and the applicable revocation period with respect thereto expires within 60 days following the date of termination and (2) continues to comply with all restrictive covenants and all other material ongoing obligations to which he is subject (the “Obligations’’), then the Company shall: (i) provide the Executive with continued payment of his base salary as in effect immediately prior to the date of termination in this instance is accordance with the Company’s normal payroll practices ('“Continued Base Salary”) for twelve months following the date of termination (the “Severance Period”); provided that (x) such payments shall commence on the first regularly scheduled payroll date that occurs on or after the date on which the notice period ends. In Release becomes irrevocable (the “Payment Commencement Date”) and (y) the first such case payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 7(b)(i) between the date of termination and the Payment Commencement Date if such payments had commenced as of the date of termination (the “Catch-Up Payment”); (ii) continue to make its portion of the contributions necessary to maintain the Executive’s coverage under the Healthcare Plan for the Severance Period; provided that if the Company may release you from your position and duties immediately and elect determines in good faith that such contributions would cause adverse tax consequences to pay six (6) months pay at normal payroll intervals the Company or the Executive under applicable law, it shall instead provide the Executive with monthly cash payments during the notice period. In Severance Period in an amount that, prior to withholding for applicable taxes, is equal to the event your employment amount of the Company’s monthly contributions referenced above; provided further that if a Healthcare Plan is terminated under this Section 5Anot in effect on the date of termination, the Company shall also pay continue to you provide the following:Healthcare Reimbursement for the Severance Period; and (iiii) A severance payment in an amount equal cause any then-unvested RSU's and options to one-half of your then current annual base rate compensation. Such payment will begin at acquire Parent Company common stock held by the conclusion of the notice period, which is the termination date, Executive to become fully vested and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on exercisable and provide that such options remain exercisable for ninety days following the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000“Equity Acceleration”). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Your employment may be terminated by the Company may, without cause, terminate your employment Cause at any time with six (6) months prior at any time upon written notice to you. The , which termination will be effective immediately or on such later date as specified in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodwritten notice. In the event your employment is terminated under this Section 5Awithout Cause, you shall receive the Accrued Amounts and, provided you sign a release and waiver of claims in favor of the Company and its Affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and it becomes effective, you shall also pay to you receive the followingfollowing benefits: (i) A severance payment in an amount equal Any earned but unpaid annual bonus with respect to one-half any completed calendar year immediately preceding the date of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice periodtermination, which is shall be paid on the termination applicable payment date, and be made on a continuation basis at normal payroll intervals until paid in full.; (ii) A single lump sum payment The Company shall continue to pay your Base Salary in effect on the date of termination for a period of any accrued but unpaid twenty-four (24) months, such payments to be made on the same periodic dates as salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due payments would have been made to you at the date of such termination.had your employment not been terminated; (iii) A single lump sum payment If you timely elect COBRA coverage, your current benefits under group health and dental plans will continue. In such case, (a) you will receive such benefits at the rates paid by active participants, and (b) for eighteen (18) months the Company will continue to pay its portion of any incentive compensation earned in such health and dental premiums. In no event shall such benefits continue beyond the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP.period permitted by COBRA; and (iv) Continuation of The Company’s obligation to provide you with the COBRA subsidy pursuant to subsection 5(e)(iii) hereof shall terminate in the event you obtain new employment and are eligible to participate in medical benefits for a period of six (6) months from the date of terminationinsurance programs made available to you and similarly situated employees by or through your new employer. (v) Executive outplacement for a During the twenty-four (24) month period of six (6) months from following the date of termination, you shall provide the Company with at least ten days written notice before the starting date of any employment, identifying the prospective employer and its affiliated companies and the job description, including a description of the proposed geographic market area associated with the new position. Such cost You shall not exceed ten thousand dollars ($10,000)notify in writing any new employer of the existence of the restrictive covenants set forth in Section 7 of this Agreement. (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day The obligation of the month immediately succeeding the date of termination. The Company shall have no to continue to make any further obligation payments and provide any further benefits to you under this Agreement for the period after the Noncompete Period (as defined in Section 7(a)) has expired and you shall have no further obligation prior to the applicable date specified in (ii) and (iii) above shall cease effective upon your engaging in any conduct or activity that otherwise would have been prohibited under Section 7(a). (By way of illustration only, if you elect to engage in a Competitive Business within the Market Area (as those terms are defined in Section 7(c)) upon expiration of the one-year Noncompete Period, the Company under this Agreement except as noted will not be obligated to continue to make base salary payments to you for the remaining balance of the period specified in Sections 6 and 7 (ii) above or provide the benefits to you for the remaining balance of this Agreementthe period specified in (iii) above.)

Termination by the Company Without Cause. The Company may, without cause, may terminate your Executive’s employment at any time with six without Cause, immediately upon written notice thereof or on such later date as may be set forth in the notice of termination. In the event that, during the Term, Executive’s employment is terminated by the Company without Cause (6other than due to death or Disability), Executive shall be eligible for the Accrued Obligations, and, provided that Executive fully executes (and does not revoke) the Release of Claims as described in Section 7(h), Executive shall also be eligible for (i) the Severance Benefits and (ii) reimbursement for Executive’s (and Executive’s eligible dependents’) health care continuation (COBRA) premiums for twelve (12) months prior written notice to you. The following such termination date in this instance is (provided that (A) such COBRA benefits shall not be provided beyond the date on which Executive obtains comparable coverage from a subsequent employer and (B) such benefits shall not be provided to the notice period ends. In such case extent that the Company may release you from your position and duties immediately and elect to pay six determines that it would result in any fine, penalty or violation of law for being a discriminatory benefit or otherwise) (6) months pay at normal payroll intervals during the notice period“COBRA Benefits”). In Notwithstanding the event your employment is terminated under this Section 5Aforegoing, the Company Severance Benefits and the COBRA Benefits shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination dateimmediately terminate, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Executive with respect thereto, and any Severance Benefits and COBRA Benefits that were provided will be reimbursed or repaid promptly by Executive to the Company (except that Executive may retain the first $1,000 of Severance Benefits, which Executive acknowledges and agrees will be adequate consideration for the Release of Claims), in the event that Executive breaches any provision of the Confidentiality and Invention Assignment Agreement or the Release of Claims. Any such termination, reimbursement or repayment of Severance Benefits or COBRA Benefits shall have no effect on the Release of Claims or any of Executive’s post-employment obligations to the Company. Following termination of Executive’s employment by the Company without Cause, except as set forth in this Agreement and you Section 7(d), Executive shall have no further obligation rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company under this Agreement except as noted in Sections 6 without Cause shall be receipt of the Severance Benefits and 7 the COBRA Benefits, subject to Executive’s execution and non-revocation of this Agreementthe Release of Claims, and the Accrued Obligations.

Termination by the Company Without Cause. The Upon Termination of the Participant by the Company mayor a Subsidiary or Affiliate without Cause (other than a Termination under circumstances described in paragraph (c), without cause(d) or (f) of this Section 4 or other than an event described in paragraph (b) of this Section 4), terminate your employment at any time with six (6i) months prior written notice a portion of the Option shall vest and become exercisable as of the date of such Termination, determined by multiplying the number of Shares subject to you. The termination date in this instance the Option by a fraction, the numerator of which is the number of days Participant was employed (including the date on of such Termination) during the full vesting period and the denominator of which the notice number of days in the full vesting period, reduced by the number of Shares subject to the Option that have already vested by their terms prior to the date of such Termination and (ii) to the extent exercisable as of the date of such Termination (including those Shares subject to the Option that become vested exercisable pursuant to this Section (4)(e)), the Option shall thereafter be exercisable for a period endsof 90 days from the date of such Termination or the Expiration Date, if earlier. In Any portion of the Option that is not exercisable as of the date of such case Termination (and that does not become vested and exercisable pursuant to this Section 4(e)) as of the Company may release you from your position date of such Termination) shall be immediately forfeited on such date. For the avoidance of doubt, (i) Section 15.1(a) of the Plan shall not apply to the Option to the extent such provision conflicts with this Section 4(e) and duties immediately (ii) if a Participant is eligible for Retirement pursuant to paragraph (c) of this Section 4 at the time the Participant otherwise would experience a Termination pursuant to paragraph (a) or this paragraph (e) of this Section 4, the Participant’s Termination shall be deemed a Retirement and elect the provisions of paragraph (c) with respect to pay six (6) months pay at normal payroll intervals during the notice periodOption shall prevail and be given effect. In the event your employment the Participant is terminated under eligible for Retirement pursuant to paragraph (c) of this Section 5A, the Company shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin 4 at the conclusion time the Participant otherwise dies or becomes Disabled pursuant to paragraph (b) of this Section 4 or at the notice periodtime the Participant otherwise experiences a Termination pursuant to paragraphs (d) or (f) of this Section 4, which is the termination datesuch Termination shall not be deemed a Retirement and paragraph (b), (d) or (f), as applicable, shall prevail and be made on a continuation basis at normal payroll intervals until paid in fullgiven effect. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company mayshall have the right, without cause, terminate your employment at any time time, to terminate the Employee’s employment with six the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (630) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice if the discharge occurs immediately upon notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior written notice to you. The the effective date of termination date (and only in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5Aevent), the Company shall also pay to you the following: (i) A then severance payment in an amount equal to onethe Employee’s then-half current base salary for a period of your then current annual base rate compensationtwelve (12) months. Such payment will begin at The Employee’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between the conclusion Employee and the Company. As a condition to the Employee’s receipt of the notice periodpost-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), which is the termination dateEmployee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be made on a continuation basis at normal prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll intervals until paid date following the effective date of termination, and the post-employment severance described in full. clause (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination second sentence of your employment. Such payment will be pro-rated through the last day of your employment and this paragraph shall be paid in accordance installments according to the Company’s normal payroll schedule, with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination. (v) Executive outplacement for a period of six (6) months from ; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. Such cost For the avoidance of doubt, no payment or benefit shall not exceed ten thousand dollars ever be due to the Employee under clause ($10,000). (viii) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Company Employee shall have no further obligation duty to you mitigate damages under this Agreement and you Section 2(b) during the applicable severance period and, in the event the Employee shall have subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no further obligation such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company under this Agreement except or a succeeding entity without Cause upon or within one (1) year of a Change of Control as noted described in Sections 6 and 7 Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.

Termination by the Company Without Cause. The Company may, may terminate the employment of Executive hereunder without cause, terminate your employment Cause upon at any time with six (6) months prior least 30 days’ written notice to youExecutive. The An election by the Company not to extend the Term pursuant to Section 1 hereof shall not be deemed to be a termination date in this instance is of employment by the Company Without Cause at the date on which of expiration of the notice period endsTerm. In such case At the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your time Executive’s employment is terminated under this Section 5Aby the Company (i.e., at the expiration of such notice period), the Term will terminate, all remaining obligations of the Company shall also and Executive under Sections 1 through 3 will immediately cease (except as expressly provided below), and the Company will pay Executive, and Executive will be entitled to you receive, the following: (i) A severance payment Executive’s Compensation Accrued at Termination (as defined in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.Section 6.4); (ii) A single lump If such termination is not in anticipation of, or on or within two (2) years after, a Change of Control (as defined in Section 6.3), Executive shall be entitled to receive severance payments equal to the sum of: (a) one times the Executive’s Annual Salary plus (b) one times the average of the two highest Annual Cash Incentive payments received by Executive during the preceding three completed performance years (provided that in no event shall such amount be less than one times the targeted Annual Cash Incentive for the year of termination) (the “Base Severance Amount”). Such severance shall be payable in equal installments on the Company’s regular salary payment dates for a twelve-month period commencing on the Date of Termination; provided, however, that such payments shall terminate if Executive fails to comply with the requirements of Section 8 below; (iii) If such termination occurs in anticipation of, or on or within two (2) years after, a Change in Control (as defined in Section 6.3), Executive shall receive two severance payments. The first shall be payable within 30 days of the Date of Termination and shall be equal to the Base Severance Amount. The second shall be payable one year after the Date of Termination and shall be equal to (a) the Base Severance Amount less (b) the Executive’s then current total annual compensation from any gainful employment. Executive agrees to provide all information necessary to calculate the second payment and, at the Company’s election, such determination shall be investigated and made by a nationally known independent accounting firm. Any payments provided under this subsection (iii) shall be forfeited if Executive fails to comply with the requirements of Section 8 below; (iv) In lieu of any annual cash incentive compensation under Section 3.2 for the year in which Executive’s employment terminates, a Partial Year Bonus (as defined in Section 6.7); (v) All equity awards held by Executive at termination which vest based on time shall become vested, all stock options shall be exercisable during the remainder of the term of such options, and all other terms of such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted; (vi) Any performance objectives upon which the earning of performance-based restricted stock, RSUs, and other equity awards and other long-term incentive awards (including cash awards,) is conditioned shall be earned based on actual performance at the date of termination, and such awards shall to the extent earned become vested and non-forfeitable as a result of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you employment at the date of such termination., and, in other respects, such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted; provided, however, that if such termination shall occur in anticipation of a Change in Control (as defined in Section 6.6) or on or within two (2) years after a Change in Control any such performance objectives shall be deemed to have been met at target level at the date of termination; (iiivii) A single lump sum payment All other rights under any other compensatory or benefit plan shall be governed by such plan. In addition, at Company’s expense, Executive and his spouse and dependent children shall be entitled to continuation of any incentive compensation earned health insurance coverage (i.e., medical, dental and vision) under the Company’s group health plan(s) in which the Executive was participating on the date of termination or if such plan(s) have been terminated, in the fiscal year plan(s) in which senior executives of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits Company participate for a period of six one (61) months from year after the date of termination. (v) Executive outplacement for a period of six (6) months from the date of terminationExecutive’s employment terminates. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you Payments and benefits under this Agreement and you shall have no further obligation Section 5.3 are subject to the Company under this Agreement except as noted in Sections 6 and 7 of this AgreementSection 5.6.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your that Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability and except as provided in Section 8(g)) and provided that she fully executes and does not revoke an effective Release of Claims in the form attached hereto as Exhibit A, Employee shall also pay to you the followingbe eligible for: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.The Accrued Obligations; (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination.The Severance Benefits; (iii) A single lump sum The payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP.Pro Rata Bonus Pay at Target; and (iv) Continuation of medical benefits for a period of six (6) months from 12 Months Accelerated Equity Benefit. Notwithstanding the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vestedforegoing, the Monthly Supplemental Retirement Severance Benefits, entitlement to Pro Rata Bonus Pay at Target and 12 Months Accelerated Equity Benefit as set forth in Section 2D hereof with shall immediately terminate, and the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Agreement and you Section 8(d), Employee shall have no further obligation rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as otherwise provided in Section 8(g), Employee’s sole and exclusive remedy upon a termination of employment by the Company under this Agreement except as noted in Sections 6 without Cause shall be receipt of the Accrued Obligations, Severance Benefits, Pro Rata Bonus Pay at Target and 7 12 Months Accelerated Equity Benefit, all subject to her execution of this Agreementthe Release of Claims.

Termination by the Company Without Cause. The by Executive for Good Reason or due to the Company’s Non-Renewal of the Term. Notwithstanding any other provision of this Agreement, Executive’s employment under this Agreement may be terminated either (i) by the Company maywithout Cause by delivery of advance written notice to Executive, without cause(ii) by Executive for Good Reason, terminate your employment as defined below in Section 3.6.3, at any time with six or (6iii) months prior due to the Company’s non-renewal of the Term, as set forth in Section 1.1. Any notice of termination by the Company without Cause shall effect termination thirty (30) days after the Company gives written notice to you. The Executive of such termination; provided that Executive may choose a termination date in this instance is at any time between the date on of notice and the stated effective date of termination, in which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5A, the Company termination shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination datebe effective as of, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereofemployment shall be, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment chosen by Executive; provided further that Executive shall only receive Base Salary and benefits, less applicable withholdings, which amounts shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from Company’s regular payroll practices through the earlier termination date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of terminationchosen by Executive. The Company shall also have no further obligation the right during the period between the date of the notice of termination by the Company without Cause and the stated effective date of resignation, or any part of that period, to you under place Executive on leave, paying Base Salary and benefits to which Executive is entitled as set forth above, less applicable withholdings, which amounts shall be paid in accordance with the Company’s regular payroll practices. During this Agreement leave period, if directed by the BoD, Executive is not to visit the Company premises or conduct any business on behalf of Company and you shall have no further obligation not hold himself out as being a representative or agent of the Company. For avoidance of doubt, in the event that Executive chooses to shorten the time period between the date the Company gives written notice of termination and the effective date of termination, this shall not be construed as a resignation by Executive (but will continue to be treated as a termination by the Company without Cause). A termination for Good Reason shall be effective on the date the Company receives a Good Reason Final Termination Notice (as defined below in Section 3.6.3) from Executive. A termination due to the Company under this Agreement except Company’s non-renewal of the Term shall be effective on the expiration of the then-current Term and Executive’s Separation from Service (as noted defined below in Sections 6 and 7 of this AgreementSection 3.7.2) on that date.

Termination by the Company Without Cause. The Executive's employment hereunder may be terminated without Cause by the Company may, without cause, terminate your employment at any time with six (6) months prior upon written notice to you. The termination date in this instance is the date on which the notice period ends. In such case Executive, provided, however, that if the Company may release you from your position and duties immediately and elect terminates the Executive's employment without Cause, or the Executive terminates his employment for Good Reason, as defined below, the Company shall, in addition to providing the payments required upon a termination pursuant to Section 8(a) above, (i) continue to pay six the Executive the Salary and shall provide health coverage, under the same conditions as exist at the time of termination, for a period of eighteen (618) months months, and shall, in addition, pay the Executive 30% of the Executive's total Salary for such eighteen (18) month period (either over the 18 month period together with the Salary payments or when the Company customarily pays bonuses to Employees, at normal payroll intervals during the notice periodCompany's sole discretion).; and (ii) as to stock options granted by the Company to the Executive hereunder or granted after the Effective Date ("Acceleration Options"), any portion of such Acceleration Options which is unvested shall accelerate and vest in full, and the Executive shall be permitted to exercise vested Acceleration Options up to one (1) year after the effective date of the termination. In the event your employment is terminated under that the Company elects not to renew this Section 5AAgreement following the expiration of the Initial Term or any Renewal Period, the Company shall also continue to pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin Executive the Salary and shall provide health coverage, under the same conditions as exist at the conclusion time of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year expiration of the termination of your employment. Such payment will be pro-rated through Initial Term or the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits relevant Renewal Period, for a period of six eighteen (618) months from months, and shall, in addition, pay the date Executive 30% of termination. the Executive's total Salary for such eighteen (v18) Executive outplacement for month period (either over the 18 month period together with the Salary payments or when the Company customarily pays bonuses to Employees, at the Company's sole discretion). As a period condition of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vestedreceiving severance benefits pursuant to this Agreement, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company Executive shall have no further obligation to you under this Agreement executive and you shall have no further obligation deliver to the Company under this Agreement except prior to his receipt of such benefits a general release substantially in the form attached hereto as noted in Sections 6 and 7 of this Agreement.Exhibit A.

Termination by the Company Without Cause. The Company may, without cause, terminate your employment at any time with six (6) months prior may immediately upon written notice to youExecutive terminate the Employment Period for any reason other than the reasons specified in Sections 8(b), 8(c) and 8(d). The Upon termination date in this instance is of the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect Employment Period pursuant to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5A8(a), neither then Company nor Executive, as the Company case may be, shall also pay have liability or obligation to you the followingother in respect of this Agreement, except as provided in Sections 8(g) and 11(m) and as set forth below: (i) A severance payment in an within seven days of the Termination Date, the Company shall pay Executive a lump sum amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.Base Salary; (ii) A single lump sum payment on In the date event the Termination Date occurs prior to the first anniversary of termination the Commencement Date, within seven days of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereofthe Termination Date, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination.Company shall pay Executive the Minimum First Year Bonus; (iii) A single lump sum payment of any incentive compensation earned For the one-year period following the Termination Date, the Company shall continue Executive's participation in the fiscal year Other Benefits Plans (as hereinafter defined), to the extent Executive had participated in such benefit plans as of the termination Termination Date; provided, however, that to the extent Executive's participation in the Other Benefit Plans after the Termination Date is not permitted under the terms of your employment. Such payment will be pro-rated through such plans, the last day of your employment and Company shall be paid (at its sole discretion) provide Executive with equivalent benefits or cash payments in accordance with the MICP.consideration thereof; and (iv) Continuation of medical benefits for a period of six (6) months from In the date of termination. (v) Executive outplacement for a period of six (6) months from event the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with Termination Date occurs prior to the first monthly payment beginning anniversary of the Commencement Date, that number of the Executive Options shall immediately vest as equals the number of options which otherwise would have vested on the first day anniversary of the month Commencement Date under the terms of the Option Agreements if Executive were still employed with the Company and all other unvested Executive Options and the Additional Options (if granted prior to the Termination Date) shall be immediately succeeding the date cancelled and be of termination. The Company shall have no further obligation force and effect; provided, however, that the foregoing shall take into account the previous exercise by Executive of any non-qualified options (deemed to you be part of the Executive Options) for shares of the Common Stock (such shares, "Non-Qualified Option Shares"), in which case, upon the Termination Date the Company's right of repurchase shall immediately lapse with respect to that number of the Non-Qualified Option Shares as otherwise would have lapsed on the first anniversary of the Commencement Date under this the terms of the applicable Option Agreement and you shall have no further obligation to if the Company under this Agreement except as noted in Sections 6 and 7 of this AgreementExecutive were still employed with the Company.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your that Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability) and provided that she fully executes and does not revoke an effective Release of Claims as described in Section 7(g), Employee shall also pay to you the following: be eligible for: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. The Accrued Obligations; (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. The Severance Benefits; (iii) A single lump sum payment of any incentive compensation earned in At the fiscal year end of the termination of your employment. Such payment will be pro-rated through Severance Term, the last day of your employment Retention Bonus Amount; and shall be paid in accordance with the MICP. (iv) Continuation If such termination without Cause and the Date of medical benefits for a period of six Termination occur within eighteen (618) months after a Sale Event (as such term is defined in the Company’s 2010 Stock Option and Incentive Plan), acceleration of the vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the date Date of termination. (v) Executive outplacement for a period of six (6) months from Termination to exercise the date of terminationvested equity awards. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To Notwithstanding the extent vestedforegoing, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with Severance Benefits shall immediately terminate, and the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Employee with respect thereto, in the event that Employee breaches any provision of the Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Agreement and you Section 7(d), Employee shall have no further obligation rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of (i) the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to her execution of the Release of Claims, (ii) the Accrued Obligations, and (iii) at the end of the Severance Term, the Retention Bonus Amount, subject to her execution of the Release of Claims. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company under this Agreement except as noted in Sections 6 and/or hereby authorizes deductions from future Severance Benefit amounts.” her execution of the Release of Claims, (ii) the Accrued Obligations, and 7 (iii) at the end of this Agreementthe Severance Term, the Retention Bonus Amount, subject to her execution of the Release of Claims.”

Termination by the Company Without Cause. The Company may, without cause, terminate your employment Employment Period ---------------------------------------- may be terminated at any time by the Company without Cause. If the Company terminates the Employment Period without Cause, the Company shall have the following obligations to Executive (but excluding any other obligation to Executive pursuant to this Agreement): (i) a continuation of his base salary (at the rate in effect at the time of such termination) for a period (the "Severance Period") commencing on the date of termination and ending on the later of (x) the second anniversary of the date of termination and (y) the fifth anniversary of the Effective Time (or such later date to which the Employment Period had been extended), payable in accordance with six the third sentence of Section 2.1, (6ii) months prior written notice Executive shall be eligible to you. The continue to participate during the Severance Period on the same terms and conditions that would have applied had he remained in the employ of the Company during the Severance Period in all health, medical, dental and other welfare plans provided to Executive pursuant to Section 2.2 at the time of such termination and which are provided by the Company to its employees following the date in this instance is of termination ("Welfare Plans") and (iii) the New Option shall be fully vested and exercisable as of the date on which the notice period ends. In such case Employment Period terminates, and shall remain exercisable as if Executive remained in the employ of the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodSeverance Period; provided, however, that the continuation of such salary, welfare benefits and New Option exercisability shall end on the occurrence of any circumstance or event that would constitute Cause, including, without limitation, a breach of the covenants contained in Section 6 below; provided further, however, that Executive's eligibility to participate in the Welfare Plans shall cease at such time as Executive is offered comparable coverage with a subsequent employer. In the event your employment If Executive is terminated under this Section 5Aprecluded from participating in any Welfare Plan by its terms or applicable law, the Company shall also pay provide Executive with benefits that are reasonably equivalent in the aggregate to you those which Executive would have received under such plan had he been eligible to participate therein. Anything to the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth contrary herein notwithstanding in Section 2A (as adjusted by 5.2 or this Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested5.3, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation continue to maintain any Welfare Plan solely as a result of the Company under this Agreement except as noted in Sections 6 and 7 provisions of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, terminate your employment at any time with six (6) months prior written notice to you. The termination date by Executive for Good Reason or when a Triggering Event occurs following a Change in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodControl. In the event your of a termination of Executive's employment is terminated under this Section 5A, by the Company without Cause during the Term, or by Executive for Good Reason during the Term, or when a Triggering Event occurs following a Change in Control, or if Executive’s successor is duly elected and qualified prior to the termination of Executive’s employment in accordance with Section 3 of this Agreement, Executive shall also pay to you receive the followingpayments provided for in Section 3.6(a)(i)(ii) and (iii). In addition: (i) A severance Executive shall be entitled to receive payment in an amount equal to one-half the amount of your then current annual base his Base Salary (at the rate compensationin effect immediately prior to his termination). Such Base Salary payment will begin shall be made in twelve equal installments, without interest, on a monthly basis for twelve (12) consecutive months. The first payment shall be made during the next usual pay period following Executive's termination date; provided, however, that if at the conclusion time of Executive's termination for Good Reason, if Section 409A is triggered and if Executive or Company would be subject to liability or other penalty for failure to comply with 409A, and if the Employee is a "specified employee" as defined in Section 409A of the notice periodCode, which is then the termination dateCompany will make the payments consistent with Section 409A. Executive must receive payments on the Company's regularly scheduled pay dates, as set forth in this paragraph, and the Company shall make such payments to the extent permitted by Section 409A and any other applicable law or regulation in order to fulfill the obligations of this paragraph. If 409A is not triggered, payments will not be made controlled or limited by 409A. All rights to exercise any outstanding award of stock options or stock appreciation rights with respect to the Company's common stock, or shares of restricted stock, held by Executive at the date of termination shall be governed by the terms of the applicable plan under which such award was granted. Notwithstanding anything to the contrary in this Section 3.6 (d)(ii), in the case of termination due to the occurrence of a Triggering Event following a Change in Control, Executive shall be entitled to an immediate vesting of all non-vested options and any other equity grants and an immediate removal of any trading restrictions on a continuation basis at normal payroll intervals until paid in fullrestricted stock. (ii) A single lump sum payment For the one-year period following the date of termination, Executive shall have the right to continue his participation in such retirement and other benefit plans and programs of the Company generally available from time to time to employees of the Company in which Executive was enrolled and/or participating on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereoftermination, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company extent, and under this Agreement except as noted in Sections 6 the terms and 7 of this Agreementconditions, permitted by the applicable plan or program, and subject to any subsequent modifications or amendments to any such plan or program.

Termination by the Company Without Cause. The Upon Termination of the Participant by the Company mayor a Subsidiary or Affiliate without Cause (other than a Termination under circumstances described in paragraph (c), without cause(d) or (e) of this Section 4 or other than an event described in paragraph (b) of this Section 4), terminate your employment at any time with six (6i) months prior written notice a portion of the Option shall vest and become exercisable as of the date of such Termination, determined by multiplying the number of Shares subject to you. The termination date in this instance the Option by a fraction, the numerator of which is the number of days Participant was employed (including the date on of such Termination) during the full vesting period and the denominator of which the notice number of days in the full vesting period, reduced by the number of Shares subject to the Option that have already vested by their terms prior to the date of such Termination and (ii) to the extent exercisable as of the date of such Termination (including those Shares subject to the Option that become vested exercisable pursuant to this Section (4)(e)), the Option shall thereafter be exercisable for a period endsof 90 days from the date of such Termination or the Expiration Date, if earlier. In Any portion of the Option that is not exercisable as of the date of such case Termination (and that does not become vested and exercisable pursuant to this Section 4(e)) as of the Company may release you from your position date of such Termination) shall be immediately forfeited on such date. For the avoidance of doubt, (i) Section 15.1(a) of the Plan shall not apply to the Option to the extent such provision conflicts with this Section 4(e) and duties immediately (ii) if a Participant is eligible for Retirement pursuant to paragraph (c) of this Section 4 at the time the Participant otherwise would experience a Termination pursuant to paragraph (a) or this paragraph (e) of this Section 4, the Participant’s Termination shall be deemed a Retirement and elect the provisions of paragraph (c) with respect to pay six (6) months pay at normal payroll intervals during the notice periodOption shall prevail and be given effect. In the event your employment the Participant is terminated under eligible for Retirement pursuant to paragraph (c) of this Section 5A, the Company shall also pay to you the following: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin 4 at the conclusion time the Participant otherwise dies or becomes Disabled pursuant to paragraph (b) of this Section 4 or at the notice periodtime the Participant otherwise experiences a Termination pursuant to paragraphs (d) or (f) of this Section 4, which is the termination datesuch Termination shall not be deemed a Retirement and paragraph (b), (d) or (f), as applicable, shall prevail and be made on a continuation basis at normal payroll intervals until paid in fullgiven effect. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, may terminate your the Executive’s employment at any time with without Cause effective upon delivery to Executive of written notice of such termination. In the event Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to: (i) The Accrued Obligations, (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred, (iii) Subject to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Target Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is 365 (or 366, as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred, (iv) An amount equal to six (6) months prior written notice of Base Salary, such amount to you. The be paid in substantially equal payments over the 6-month period following Executive’s termination date of employment (such period, the “Severance Term”), and payable in this instance is accordance with the date Company’s regular payroll practices; provided, however, if such termination occurs on which or following any Change in Control (as defined in the notice period ends. In equity documents), such case amount shall instead be payable in a single lump sum within five (5) days of such termination; Any equity or stock option grants shall be given the treatment accorded them by the Company’s Equity Documents; and (v) To the extent the Company may release you from your position maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and duties immediately and elect subject to pay six an election of COBRA continuation coverage by Executive (6) months pay at normal or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled payroll intervals date of each month during the notice period. In the event your employment is terminated under this Section 5ASeverance Term, the Company shall also pay to you the following: (i) A severance payment in of an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the notice periodSeverance Term in the event that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term, which is Notwithstanding the termination dateforegoing, the payments and be made on a continuation basis at normal payroll intervals until paid benefits described in full. clauses (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from above shall immediately terminate, and the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation obligations to you under Executive with respect thereto, in the event that Executive breaches any provision set forth in Section 8 hereof. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Agreement and you Section 7(e), Executive shall have no further obligation rights to the Company any compensation or any other benefits under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), Employee shall also pay to you the followingbe entitled to: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.Accrued Obligations; and (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary STI Award in respect of any accrued and accumulated vacation due completed fiscal year that has ended prior to you at the date of such termination.; and (iii) A single lump sum payment of any incentive compensation earned the target STI Award for the year in the fiscal year of the which termination of your employment. Such payment will be occurs, pro-rated through for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of your employment and shall be paid the fiscal year in which such termination occurs; and (iv) continuation of payment of Base Salary during the Severance Term, payable in accordance with the MICP. (iv) Continuation of medical benefits for a period of six (6) months from Company’s regular payroll practices, but commencing on the first payroll date following the date of termination.that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and (v) Executive outplacement continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W−2 shall include the after-tax value of the Taxable Cost for a period of six each month during the applicable benefit continuation period, and (62) months from on the last payroll date of terminationeach calendar month during which any health benefits are provided pursuant to this Section 8(d)(v), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). Such cost In no event shall not exceed ten thousand dollars ($10,000). (vi) To the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent vestedit results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, the Monthly Supplemental Retirement Benefit except as set forth in this Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company 8(d), Employee shall have no further obligation rights to you any compensation or any other benefits under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, terminate your employment at any time by action of a majority of the entire membership of its Board, excluding the Executive if the Executive is then a Board member, terminate the Executive’s employment without Cause (as defined below) by giving the Executive written notice of the effective date of termination (which effective date may be the date of such written notice) (the “Date of Termination”). If the Executive voluntarily resigns his employment with the Company at any time following the six month anniversary of the Effective Date of this Agreement due to a material reduction in the Executive’s responsibilities which shall include but not be limited to changes to his responsibilities from those that would normally attach to the position of CFO or a change in organization in which he would no longer report to the CEO, or due to a material reduction in the Executive’s base salary or bonus without a corresponding pro rata reduction in the base salary or bonus of the Company’s other executives, or due to a material breach of this Agreement by the Company (each a “Deemed Termination Event”), such voluntary resignation will be deemed to be termination by the Company without Cause. The Executive will provide thirty (30) days prior written notice to the Company of any such voluntary resignation by reason of a Deemed Termination Event, and during such 30-day period the Company shall have an opportunity to cure the Deemed Termination Event (the actual date of termination of the Executive’s employment as a result of a resignation due to a Deemed Termination Event is also referred to herein as the “Date of Termination”). If a cure is affected within such 30-day period, the provisions of this Section 5(b) shall no longer be applicable with respect to the Deemed Termination Event so cured. If the Company shall terminate the Executive without Cause hereunder or the Executive resigns his employment due to the occurrence of a Deemed Termination Event, the Company shall pay the Executive the following: (1) Any and all amounts owed to the Executive through the Date of Termination, including all accrued salary, vacation pay, and any other benefits, which shall be payable in a lump sum payment less any applicable withholdings within five (5) business days (for purposes of this Agreement, a “business day” shall mean any day other than Saturday, Sunday or any day on which banks in the Commonwealth of Massachusetts are authorized by law to close) following the Date of Termination. (2) For a period of twelve (12) months following the Date of Termination (the “Severance Period”), the Company shall pay the Executive, as severance payments, 100% of the Executive’s Monthly Salary (as defined below) and 100% of the Executive’s Monthly Bonus (as defined below), less required withholdings. Such amounts shall be payable periodically in accordance with the Company’s customary payroll practices. Within six (6) months prior written notice to you. The termination date in this instance is following the date on which end of the notice period ends. In such case Severance Period, the Executive shall reimburse the Company may release you for any severance amounts paid to the Executive to the extent the Executive has earned or received income from your position other sources (excluding directors’ fees and duties immediately investment income) during the Severance Period and elect reportable as earnings on Form W-2 or Form 1099 (the “Supplementary Income”). Notwithstanding the foregoing, the Executive shall not be obligated to reimburse the Company for any amounts in excess of the aggregate amount paid by the Company to the Executive during the Severance Period and the Executive shall have no affirmative duty to seek alternative employment or otherwise mitigate the costs and expenses the Company is required to pay six (6) months pay at normal payroll intervals or incur during the notice periodSeverance Period. In For purposes hereof, “Monthly Salary” shall mean the event your employment Executive’s annual base salary in effect immediately prior to the Date of Termination (except if the termination is terminated under this Section 5Adue to a reduction in salary, then the Company annual base salary in effect immediately prior to the decrease in annual base salary) divided by twelve (12). For purposes hereof, “Monthly Bonus” shall also pay to you the following: (i) A severance payment in mean an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion average of the notice period, which is Performance Bonuses earned by the termination date, and be made on a continuation basis at normal payroll intervals until paid Executive in full. each of the two (ii2) A single lump sum payment on the date of fiscal years prior to his termination of any accrued but unpaid salary set forth in Section 2A employment divided by twelve (as adjusted by Section 2B) hereof12); provided, including salary in respect however, that, if the Executive has not been employed through December 31, 2007, an assumed bonus of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in $25,000 for the fiscal year ending December 31, 2006 and an assumed bonus of $37,500 for the termination of your employment. Such payment will be pro-rated through following fiscal year during which the last day of your employment and Executive was not employed during the full year shall be paid in accordance with used to calculate the MICPaverage. (iv) Continuation of medical benefits for a period of six (6) months from the date of termination. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Employee’s employment at any time with six (6) months prior without Cause, effective upon Employee’s receipt of written notice to you. The termination date in this instance is the date on which the notice period ends. In of such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice periodtermination. In the event your Employee’s employment is terminated under this Section 5A, by the Company without Cause (other than due to death or Disability), Employee shall also pay to you the followingbe entitled to: (i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.Accrued Obligations; and (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary STI Award in respect of any accrued and accumulated vacation due completed fiscal year that has ended prior to you at the date of such termination., which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) A single lump sum the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and (iv) irrespective of any provision that may exist in any award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee irrespective of type of award; and (v) payment of any incentive compensation earned in unpaid portion of the fiscal year Inducement Bonus (whether vested or unvested), which shall be paid no later than five business days following the date of the termination of your Employee’s employment. Such (vi) continuation of payment will be pro-rated through of Base Salary during the last day of your employment and shall be paid Severance Term, payable in accordance with the MICP.Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and (ivvii) Continuation continuation, during the Severance Term, of medical the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the foregoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for a period of six each month during the applicable benefit continuation period, and (62) months from on the last payroll date of termination. each calendar month during which any health benefits are provided pursuant to this Section 9(d)(vii), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (vor has had paid to the Internal Revenue Service on his behalf) Executive outplacement for an amount equal to such taxes as Employee is required to pay as a period result of six the inclusion of the Taxable Cost in income during such calendar month (6) months from the date “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of terminationthe taxable year following the taxable year in which such taxes are paid. Such cost Furthermore, no continuation of coverage shall not exceed ten thousand dollars ($10,000). (vi) To be provided except as required by applicable law, to the extent vestedit results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, the Monthly Supplemental Retirement Benefit except as set forth in this Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company 9(d) or as provided for in Exhibit A or Exhibit B, Employee shall have no further obligation rights to you any compensation or any other benefits under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.

Termination by the Company Without Cause. The Company may, without cause, may terminate your Executive's employment hereunder at any time with six (6) months prior without Cause by written notice to you. The termination date Executive, in this instance is the date on which the notice period ends. In such case the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event your employment is terminated under this Section 5A, the Company shall also pay to you the followingevent: (i) A severance the Company shall pay to Executive, within ten days following the date of termination, a lump sum amount in cash equal to Executive's Annual Salary in effect on the date of the termination of Executive's employment multiplied by one-twelfth of the Severance Period (the term "Severance Period," as used herein, shall mean the lesser of 36 or the number of months in the period from the date of the termination of Executive's employment hereunder to the date Executive attains the age 65); (ii) the Company shall pay to Executive, within ten days following the date of termination, a lump sum amount in cash equal to one-twelfth of the Severance Period multiplied by the greater of (x) the average annual incentive payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company prior to the date of the termination of Executive's employment or (y) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of Executive's employment occurs; (iii) the Company shall provide to Executive and his eligible dependents medical, long-term disability, dental and life insurance coverage, to the extent such coverage was in effect immediately prior to such termination, until Executive attains the age 65; provided, however, that in the event of Executive's death prior to such date, the Company shall continue to provide medical and dental coverage to Executive's spouse until the date that Executive would have attained age 65; (iv) the Company shall continue to provide to Executive the benefits described under Sections 3(d) and 3(e) hereof until the earlier to occur of the third anniversary of the date of termination, the date Executive attains the age 65, or the date of Executive's death; (v) the Company shall contribute to Executive's account under the Company's defined contribution retirement plans (currently, the Company's Salary Savings Plan and ERISA Excess Profit Sharing and Lost Match Plan) an amount of cash equal to the amount that the Company would have contributed to such plans (including both profit-sharing contributions and Company matching contributions in respect of Executive's contributions to the plan) had Executive continued to be employed by the Company for a number of months equal to the Severance Period, at an annual compensation equal to the sum of Executive's Annual Salary immediately prior to the termination of Executive's employment and the greater of (x) the average annual incentive bonus earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company prior to the date of the termination of Executive's employment or (y) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of Executive's employment occurs (and assuming for this purpose that Executive made the maximum permissible contributions to such plans during such period), such contributions being deemed to be made immediately prior to the termination of Executive's employment; (vi) all equity compensation awards granted to Executive by the Company (e.g., stock options and shares of restricted stock) shall immediately become fully vested and fully exercisable; and (vii) notwithstanding anything to the contrary contained in the BRP, Executive's "Credited Service" under the BRP shall be deemed for all purposes to be increased by an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the conclusion twelfth of the notice period, which is the termination dateSeverance Period, and Executive's "Compensation" under the BRP for each such additional year of Credited Service shall be made on a continuation basis at normal payroll intervals until paid deemed to be an amount equal to the sum of (x) Executive's Annual Salary in full. (ii) A single lump sum payment on effect immediately prior to the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) A single lump sum payment of any incentive compensation earned in the fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your Executive's employment and shall be paid (y) the greater of (A) the average annual incentive bonus payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in accordance with respect of the MICP. (iv) Continuation three most recent complete fiscal years of medical benefits for a period of six (6) months from the Company preceding the date of terminationthe termination of Executive's employment or (B) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of Executive's employment occurs. (v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000). (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the month immediately succeeding the date of termination. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under this Agreement except as noted in Sections 6 and 7 of this Agreement.