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

Termination by the Employer Without Cause. If the Employer terminates the Employee's employment without Cause, the Employer will (i) pay to Employee his Salary, in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employee’s separation from service ; (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in Control.

Termination by the Employer Without Cause. If the Employer terminates the Employee's ’s employment without Cause, the Employer will (i) pay to Employee his Salary, in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employee’s separation from service service; (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his applicable, the Employee’s spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then than the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve twenty-four (24) months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will shall provide the Employee with the following: (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; (iv) any outstanding stock options held by the Employee that are vested and exercisable as of the date of the Employee’s separation from service shall remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one year after the date of Employee’s separation from service, or (B) the original term of the option; and (v) any equity awards held by the Employee that are unvested as of the date of the Employee’s separation from service shall vest, with any performance-based equity awards paid out in such amount as if maximum performance (including any adjustment or modifier) has been achieved for the relevant performance period. Notwithstanding anything to the contrary in the applicable award agreement, any unvested equity awards that so vest will be settled within three (3) business days following sixty (60) days after the date of Employee’s separation from service; provided, however. , that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i), (iii), (iv) and (iiiv) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in of Control.

Termination by the Employer Without Cause. If In the event of termination of the Executive’s employment with the Employer terminates pursuant to Section 6(b) above prior to the Employee's employment without Causeexpiration of the Term, and subject to the Executive’s execution and delivery of a release to the Employer in the form and content of Exhibit “A” attached hereto within forty-five (45) days of the Termination Date (the “Release Period”), the Employer will shall provide to the Executive, in addition to the Accrued Compensation, the following termination benefits (“Termination Benefits”) effective as of the final day of the Release Period: (i) pay to Employee his Salary, continuation of the Executive’s Salary at the rate and in accordance with normal the Employer’s payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employee’s separation from service practices then in effect pursuant to Section 4(a); and, (ii) waive continuation of any executive health and group health plan benefits, to the applicable COBRA continuation coverage for Employee extent adopted by the Company and to the extent authorized by and consistent with 29 U.S.C. Section 1161 et seq. (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(ccommonly known as “COBRA”), in the event the Employee’s employment is terminated subject to payment of premiums by the Employer (or the successor employer to the Employer) extent that the Employer was covering such premiums as of the Termination Date (if permitted by law without Cause violation of applicable discrimination rules, or, if not, the equivalent after-tax value payable as additional severance at the same time such premiums are otherwise payable). The Termination Benefits set forth in subsections 7(b)(i) and (ii) above shall continue effective for the lesser of (i) the remainder of the Term or within twelve (ii) six (6) months after from the effective date of a Change of Controltermination (the “Termination Benefits Period”); provided that in the event that the Executive commences any employment during the Termination Benefits Period, the Employer (or successor employer benefits provided under Section 7(b)(ii) shall cease effective as of the date Executive qualifies for group health plan benefits in his new employment. The Employer’s liability for Salary continuation pursuant to Section 7(b)(i) shall not be reduced by the amount of any severance pay paid to the Employer following Executive pursuant to any severance pay plan or stay bonus plan of the Change Employer. Notwithstanding the foregoing, nothing in this Section 7(b) shall be construed to affect the Executive’s right to receive COBRA continuation entirely at the Executive’s own cost to the extent that the Executive may continue to be entitled to COBRA continuation after Employer-paid premiums cease. The Executive shall be obligated to give prompt notice of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive commencement of any employment during the applicable COBRA continuation coverage for Employee (and, if applicable his spouse Termination Benefits Period and eligible dependents) for shall respond promptly to any reasonable inquiries concerning any employment in which the Executive engages during the Termination Benefits Period. Any Section 409A payments which are subject to execution of a period of twenty-four (24) months; waiver and (iii) pay 200% of Employee’s Incentive Amount, release which may be executed and/or revoked in a lump-sum payment payable on the 60th day calendar year following the date calendar year in which the payment event (such as termination of Employee’s separation from service; provided, however. that to employment) occurs shall commence payment only in the extent calendar year in which the release revocation period ends as necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in Control.409A.

Termination by the Employer Without Cause. If The Term and Executive’s employment hereunder may be terminated by the Employer terminates the Employee's employment at any time without Cause, effective thirty (30) days following the date on which a written notice to such effect is delivered to Executive. If Executive’s employment hereunder is terminated during the Term by the Employer will other than for Cause, and other than due to Executive’s death or “Disability” (ias defined below), then Executive shall be entitled to (1) pay the Accrued Benefits and (2) upon Executive’s execution of a separation agreement containing a general release of claims in a form acceptable to Employee his Salarythe Company (the “Release”), in accordance and the expiration of the applicable revocation period with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following respect to such Release within sixty (60) days after following the date of Employeetermination, and provided that Executive is in continued compliance with the Restrictive Covenants and any other ongoing obligation to which Executive is subject as of the date of termination: (1) The continuation of Executive’s separation from service ; then-current Base Compensation, to be paid in equal installments in accordance with the regular payroll practices of the Company will continue to be paid for the “Non-Compete Period” (iias defined in Section 7(c)(2)) waive which extends following the applicable COBRA continuation coverage for Employee termination of Executive employment, commencing on the first payroll date following the date of termination, but with the first actual payment to be made on the sixtieth (and, if applicable his spouse and eligible dependents60th) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding termination, which payment shall consist of all amounts otherwise payable to Executive pursuant to this subsection (1) between the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control, termination and the Employer sixtieth (or successor employer to the Employer following the Change of Control60th) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service termination; and (ii2) waive An amount equal to the applicable COBRA continuation coverage average Annual Bonus earned and paid in respect of the three years completed prior to the year of termination, provided that if Executive has not received three Annual Bonuses or if there were no Annual Bonuses paid with respect to any of the three years prior to the year of termination, such average shall be calculated with respect to the lesser number of years for Employee which Executive received a non-zero Annual Bonus, pro-rated based on the number of days in which Executive actively served as the Executive Vice President, Digital Operations during such year (anda “Pro-Rata Bonus”), to be paid at such time as Annual Bonuses are normally paid in accordance with Section 4(b). Notwithstanding the foregoing, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that Company is subject to the extent necessary to comply with provisions of Section 409A 162(m) of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and intends that Annual Bonus payments are to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, the amounts described Pro-Rata Bonus shall be determined based on actual performance for the year in (i) which the termination occurs and (iii) of this sentence will shall be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior bonuses are paid to the effective date of the Change in Controlemployees generally.

Termination by the Employer Without Cause. If The Term and Executive’s employment hereunder may be terminated by the Employer terminates the Employee's employment at any time without Cause, effective thirty (30) days following the date on which a written notice to Xxxxxx X. Xxxxxxxx 4 Employment Agreement (Effective 1/1/16) such effect is delivered to Executive. If Executive’s employment hereunder is terminated during the Term by the Employer will other than for Cause, and other than due to Executive’s death or Disability (ias defined below), then Executive shall be entitled to (1) pay the Accrued Benefits and (2) upon Executive’s execution of a separation agreement containing a general release of claims in a form acceptable to Employee his Salarythe Company (the “Release”), and the expiration of the applicable revocation period with respect to such Release within sixty (60) days following the date of termination, and provided that Executive is in continued compliance with the Restrictive Covenants and any other ongoing obligation to which Executive is subject as of the date of termination: (1) The continuation of Executive’s then-current Base Compensation, to be paid in equal installments in accordance with normal the regular payroll practice, practices of the Company for a period of twelve (12) months, commencing no later than on the tenth business day first payroll date following sixty (60) days after the date of Employee’s separation from service ; termination, but with the first actual payment to be made on the sixtieth (ii60th) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding termination, which payment shall consist of all amounts otherwise payable to Executive pursuant to this subsection (1) between the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control, termination and the Employer sixtieth (or successor employer to the Employer following the Change of Control60th) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service termination; and (ii2) waive An amount equal to the average Annual Bonus earned and paid in respect of the three years completed prior to the year of termination, provided that if Executive has not received three Annual Bonuses or if there were no Annual Bonuses paid with respect to any of the three years prior to the year of termination, such average shall be calculated with respect to the lesser number of years for which Executive received a non-zero Annual Bonus, pro-rated based on the number of days in which Executive actively served in the Position during such year (a “Pro-Rata Bonus”), to be paid at such time as bonuses are normally paid in accordance with the normal practices of the Company with regard to paying bonuses or making payments under the Equity Plan as applicable COBRA continuation coverage for Employee (andto similarly situated executives. Notwithstanding the foregoing, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that Company is subject to the extent necessary to comply with provisions of Section 409A 162(m) of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and intends that amounts payable under the Annual Bonus provision or the Equity Plan are to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, the amounts described Pro-Rata Bonus shall be determined based on actual performance for the year in (i) which the termination occurs and (iii) of this sentence will shall be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior bonuses are paid to the effective date of the Change in Controlemployees generally.

Termination by the Employer Without Cause. If Executive’s employment may be terminated by the Employer terminates without Cause at any time upon written notice to Executive, which termination will be effective immediately or on such later date as specified in the Employee's written notice. In the event Executive’s employment is terminated without Cause, Executive shall receive any unpaid Base Salary through the Employer will (i) pay to Employee his Salary, in accordance with normal payroll practice, for a period date of twelve (12) months, commencing no later than the tenth business day following sixty (60) termination within 30 days after the date of Employee’s separation from service ; termination. In addition, Executive shall receive the following benefits, provided Executive signs a release and waiver of claims in favor of the Employer, any business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Employer (ii) waive the applicable COBRA continuation coverage for Employee (andeach, if applicable his spouse an “Affiliate”), and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, their respective officers and directors in a lump-sum payment payable form provided by the Employer no later then the tenth business day following than the date of Employee’s separation from services. Notwithstanding termination and such release has become effective within 30 days after the preceding provisions date of this Section 6.2(c), termination (the “Release”): (i) For the lesser of (x) the number of months remaining in the event Employment Period or (y) the Employee’s employment is terminated by number of full or partial months Executive has been employed with the Employer and any predecessor or successor (or such applicable number of months, the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control“Severance Period”), the Employer (or successor employer will continue to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Executive’s Base Salary for a period of twenty-four (24) months, in a lump sum payable effect on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (andtermination, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable such payments to be made on the 60th day following the date of Employeesame periodic dates as salary payments would have been made to Executive had Executive’s separation from service; providedemployment not been terminated, however. that subject to the extent necessary to comply compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 19861986 (the “Code”). (ii) Executive will receive a welfare continuance benefit in an amount equal to the product of (x) the number of months in the Severance Period times (y) the excess of the monthly premium that would apply as of Executive’s date of termination for continued health, dental and vision plan coverage for Executive and Executive’s “qualified beneficiaries” (as amendeddefined in Section 4980B of the Code) over the monthly amount that Executive paid for such coverage immediately before Executive’s termination. Such payment will be made only for individuals (including Executive) who are covered under such plan or plans immediately prior to Executive’s termination, but without regard to whether an election for coverage under the amounts described Consolidated Omnibus Budget Reconciliation Act of 1985 is made. Such payment will be made in (ia lump sum on the 30th day after Executive’s date of termination, net of employment and income tax withholding. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(c) and (iiior under Section 4(d) of this sentence will be paid on Agreement in the same schedule as event the Employer determines that Executive has breached any of the covenants set forth in the first sentence Section 5 of this paragraphAgreement and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 6 of this Agreement. For purposes of Further, in such a proceeding, the preceding sentenceEmployer shall seek, Salary and the Incentive Amount Executive shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior liable to return to the effective Employer, any payments made to Executive under this Section 4 dating back to the date of the Change in Controloriginal breach.

Termination by the Employer Without Cause. If Executive’s employment may be terminated by the Employer terminates without Cause at any time upon 90 days’ written notice to Executive, following the Employee's vote of at least two-third of the members of the Board approving such termination, which termination will be effective immediately or on such later date as specified in the written notice. It shall not constitute a breach of this Agreement for the Employer to suspend Executive’s duties and to place Executive on paid leave during the notice period. In the event Executive’s employment is terminated without CauseCause before, or more than one year after, a Change in Control (as defined below) shall have occurred, Executive shall receive any unpaid Base Salary through the date of termination within 30 days after the date of termination. In addition, Executive shall receive the following benefits, provided Executive signs a release and waiver of claims in favor of the Employer, any business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Employer (each, an “Affiliate”), and their respective officers and directors in a form provided by the Employer no later than the date of termination (the “Release”) and the Release has become effective within 30 days after the date of termination: (i) For the greater of (x) three months or (y) 12 months less the number of full or partial months from the Initial Date through the date of termination (such applicable number of months, the “Severance Period”), the Employer will (ia) continue to pay to Employee his Salary, Executive’s monthly Base Salary in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after effect on the date of Employee’s separation from service ; termination and (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iiib) pay 100% 1/12 of Employeethe highest annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding the year in which Executive’s Incentive Amountemployment terminates, in a lump-sum payment payable no later then such payments to be made on the tenth business day following the date of Employeesame periodic dates as salary payments would have been made to Executive had Executive’s separation from services. Notwithstanding the preceding provisions employment not been terminated, subject to compliance with Section 9(i) of this Section 6.2(c), in Agreement regarding the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time requirements of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 19861986 (the “Code”); and (ii) Executive will receive a welfare continuance benefit in an amount equal to the product of (x) the number of months in the Severance Period times (y) the excess of the monthly premium that would apply as of Executive’s date of termination for continued health, dental and vision plan coverage for Executive and Executive’s “qualified beneficiaries” (as amendeddefined in Section 4980B of the Code) over the monthly amount that Executive paid for such coverage immediately before Executive’s termination. Such payment will be made only for individuals (including Executive) who are covered under such plan or plans immediately prior to Executive’s termination, but without regard to whether an election for coverage under the amounts described Consolidated Omnibus Budget Reconciliation Act of 1985 is made. Such payment will be made in (ia lump sum on the 30th day after date of termination of Executive’s employment, net of employment and income tax withholding. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(c) and (iiior under Section 4(d) of this sentence will be paid on Agreement in the same schedule as event the Employer determines that Executive has breached any of the covenants set forth in the first sentence Section 5 of this paragraphAgreement and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 6 of this Agreement. For purposes of Further, in such a proceeding, the preceding sentenceEmployer shall seek, Salary and the Incentive Amount Executive shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior liable to return to the effective Employer, any payments made to Executive under this Section 4 dating back to the date of the Change in Controloriginal breach.

Termination by the Employer Without Cause. If Executive’s employment may be terminated by the Employer terminates without Cause at any time upon written notice to Executive, following the Employee's vote of at least two-third of the members of the Board approving such termination, which termination will be effective immediately or on such later date as specified in the written notice. In the event Executive’s employment is terminated without CauseCause before, or more than one year after, a Change in Control (as defined below) shall have occurred, Executive shall receive any unpaid Base Salary through the date of termination within 30 days after the date of termination. In addition, Executive shall receive the following benefits, provided Executive signs a release and waiver of claims in favor of the Employer, any business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Employer (each, an “Affiliate”), and their respective officers and directors in a form provided by the Employer no later than the date of termination (the “Release”) and the Release has become effective within 30 days after the date of termination: (i) For the greater of the number of months remaining in the Employment Period or 24 months (such number of months, the “Severance Period”), the Employer will (ia) continue to pay to Employee his Salary, Executive’s Base Salary in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after effect on the date of Employee’s separation from service ; termination plus (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iiib) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will (i) pay to Employee an monthly amount equal to his Salary 1/12 of the highest annual bonus paid or payable, including by reason of any deferral, for a period of twenty-four (24) monthsthe two years immediately preceding the year in which Executive’s employment terminates, in a lump sum payable such payments to be made on the 60th day following the date of Employeesame periodic dates as salary payments would have been made to Executive had Executive’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (andemployment not been terminated, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that subject to the extent necessary to comply compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 19861986 (the “Code”); and (ii) Executive will receive a welfare continuance benefit in an amount equal to the product of (x) the number of months in the Severance Period times (y) the excess of the monthly premium that would apply as of Executive’s date of termination for continued health, dental and vision plan coverage for Executive and Executive’s “qualified beneficiaries” (as amendeddefined in Section 4980B of the Code) over the monthly amount that Executive paid for such coverage immediately before Executive’s termination. Such payment will be made only for individuals (including Executive) who are covered under such plan or plans immediately prior to Executive’s termination, but without regard to whether an election for coverage under the amounts described Consolidated Omnibus Budget Reconciliation Act of 1985 is made. Such payment will be made in (ia lump sum on the 30th day after date of termination of Executive’s employment, net of employment and income tax withholding. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(c) and (iiior under Section 4(d) of this sentence will be paid on Agreement in the same schedule as event the Employer determines that Executive has breached any of the covenants set forth in the first sentence Section 5 of this paragraphAgreement and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 6 of this Agreement. For purposes of Further, in such a proceeding, the preceding sentenceEmployer shall seek, Salary and the Incentive Amount Executive shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior liable to return to the effective Employer, any payments made to Executive under this Section 4 dating back to the date of the Change in Controloriginal breach.

Termination by the Employer Without Cause. If During the first (1st) year of this Agreement, if the Employer terminates this Agreement without cause, the Employer will pay the Employee the Employee's salary through the first anniversary of the Effective Date and for four (4) consecutive calendar months thereafter. During the second (2nd) year of this Agreement, if the Employer terminates this Agreement without cause, the Employer will pay the Employee the Employee's Salary for the remainder, if any, of the calendar month in which such termination is effective and for four (4) consecutive calendar months thereafter. Notwithstanding the preceding sentence, if the Employee obtains other employment prior to the end of the period in which compensation is being paid pursuant to this Section 6.4(a), he or she must promptly give notice thereof to the Employer, and the Salary payments under this Agreement for any period after the Employee obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Employee from the Employee's other employment for services performed during such period. All payments pursuant to this Section 6.4(a) will be payable in equal periodic installments 6 according to Employer's customary payroll practices, but no less frequently than monthly. For purposes of this Section 6.4(a), termination by the Employer without cause shall include a termination of the Employee's employment at his initiative following the occurrence, without Causethe Employee's prior written consent, of one or more of the Employer will following events: (i) pay to Employee his a reduction in the Employee's Salary, in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employee’s separation from service ; (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), material diminution in the event Employee's duties or the assignment to the Employee of duties which are materially inconsistent with the Employee’s employment is terminated by the Employer ('s duties or the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of which materially impair the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior 's ability to the effective date of the Change function in Control.his or her then-current position; or

Termination by the Employer Without Cause. If Executive’s employment may be terminated by the Employer terminates without Cause at any time upon written notice to Executive, which termination will be effective immediately or on such later date as specified in the Employee's written notice. In the event Executive’s employment is terminated without CauseCause before, or more than one year after, a Change in Control shall have occurred, Executive shall receive any unpaid Base Salary through the Employer will (i) pay to Employee his Salary, in accordance with normal payroll practice, for a period date of twelve (12) months, commencing no later than the tenth business day following sixty (60) termination within 30 days after the date of Employee’s separation from service ; termination. In addition, Executive shall receive the following benefits, provided Executive signs a release and waiver of claims in favor of the Employer, any business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Employer (ii) waive the applicable COBRA continuation coverage for Employee (andeach, if applicable his spouse an “Affiliate”), and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, their respective officers and directors in a lump-sum payment payable form provided by the Employer no later then the tenth business day following than the date of Employee’s separation from services. Notwithstanding termination (the preceding provisions “Release”) and the Release has become effective within 30 days after the date of this Section 6.2(c), termination: (i) For the greater of the number of months remaining in the event Employment Period or 12 months (such number of months, the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control“Severance Period”), the Employer (or successor employer will continue to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Executive’s Base Salary for a period of twenty-four (24) months, in a lump sum payable effect on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (andtermination, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable such payments to be made on the 60th day following the date of Employeesame periodic dates as salary payments would have been made to Executive had Executive’s separation from service; providedemployment not been terminated, however. that subject to the extent necessary to comply compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 19861986 (the “Code”); and (ii) Executive will receive a welfare continuance benefit in an amount equal to the product of (x) the number of months in the Severance Period times (y) the excess of the monthly premium that would apply as of Executive’s date of termination for continued health, dental and vision plan coverage for Executive and Executive’s “qualified beneficiaries” (as amendeddefined in Section 4980B of the Code) over the monthly amount that Executive paid for such coverage immediately before Executive’s termination. Such payment will be made only for individuals (including Executive) who are covered under such plan or plans immediately prior to Executive’s termination, but without regard to whether an election for coverage under the amounts described Consolidated Omnibus Budget Reconciliation Act of 1985 is made. Such payment will be made in (ia lump sum on the 30th day after date of termination of Executive’s employment, net of employment and income tax withholding. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(c) and (iiior under Section 4(d) of this sentence will be paid on Agreement in the same schedule as event the Employer determines that Executive has breached any of the covenants set forth in the first sentence Section 5 of this paragraphAgreement and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 6 of this Agreement. For purposes of Further, in such a proceeding, the preceding sentenceEmployer shall seek, Salary and the Incentive Amount Executive shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior liable to return to the effective Employer, any payments made to Executive under this Section 4 dating back to the date of the Change in Control.original breach..

Termination by the Employer Without Cause. If the Employer terminates the Employee's employment without Cause, the Employer will (i) pay to Employee his Salary, in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employee’s separation from service ; (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment Agreement is terminated by the Employer Without Cause pursuant to this Section 5.4, effective the Date of Termination, the Employer shall, subject to Section 9 hereof, (i) continue to pay the Executive's Base Salary then in effect for a period of forty-eight (48) months after the Date of Termination and (ii) within ninety (90) days of the Employer's last payment of Base Salary under this Section, or the successor employer end of the Employer's fiscal year during which such Termination Without Cause occurs, whichever is earlier, pay two (2) times one hundred percent (100%) of the Bonus the Executive would have been entitled to had he remained an employee of Employer until the end of Employer's fiscal year and during such time, Employer’s business objectives were achieved in a manner that would have entitled Executive to receive full Bonus compensation, including cash and equity awards. Thereafter, the Employer shall have no further obligation to pay compensation to the EmployerExecutive under this Agreement; provided however, that upon a termination by the Employer pursuant to this Section 5.4 within the twenty four (24) without Cause at the time of or within twelve full calendar months after following the effective date of a Change of in Control, the Employer (or successor employer cash payment(s) due to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, Executive as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount Section 5.4 shall be the greater due and payable in full within thirty (30) days of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change Executive's Termination Without Cause. In addition, if the Executive elects to continue participation in Controlany group medical, dental, vision and/or prescription drug plan benefits to which the Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then for a period of forty eight (48) months after the Date of Termination (the “Welfare Benefits Continuation Period”), the Employer shall pay the excess of (i) the COBRA cost of such coverage over (ii) the amount that the Executive would have had to pay for such coverage if he had remained employed during the Welfare Benefits Continuation Period and paid the active employee rate for such coverage; provided, however, that (A) that if the Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse), the Employer’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (B) the Welfare Benefits Continuation Period shall run concurrently with any period for which the Executive is eligible to elect health coverage under COBRA; (C) the Employer-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in the Executive’s income in accordance with applicable rules and regulations; (D) during the Welfare Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (E) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (F) Executive’s rights pursuant to this Section 5.4 shall not be subject to liquidation or exchange for another benefit.

Termination by the Employer Without Cause. If the Employer terminates the Employee's ’s employment without Cause, the Employer will (i) pay to Employee his Salary, in accordance with normal payroll practice, for a period of twelve thirty (1230) months, commencing no later than the tenth business day following sixty receipt by the Employer of an executed Release (60) days after the date of Employee’s separation from service as described below); (ii) waive the applicable premium otherwise payable for COBRA continuation coverage for Employee (and, if applicable applicable, his spouse and eligible dependents) for a period of twelve thirty (1230) months; and (iii) pay 100250% of the Employee’s Incentive Amount, in a lump-sum payment payable no later then than the tenth business day following receipt by the date Employer of Employee’s separation from servicesan executed Release. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve twenty-four (24) months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will shall provide the Employee with the following: (i) pay to Employee an amount equal to his Salary for a period of twenty-four thirty (2430) months, in a lump sum payable on no later than the 60th tenth business day following receipt by the date Employer of Employee’s separation from service an executed Release (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four thirty (2430) months; and (iii) pay 200250% of Employee’s Incentive Amount, in a lump-sum payment payable on no later than the 60th tenth business day following receipt by the Employer of an executed Release; (iv) any outstanding stock options held by the Employee that are vested and exercisable as of the date of the Employee’s separation from service shall remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one year after the date of Employee’s separation from service, or (B) the original term of the option; and (v) any equity awards held by the Employee that are unvested as of the date of the Employee’s separation from service shall vest, with any performance-based equity awards paid out in such amount as if maximum performance (including any adjustment or modifier) has been achieved for the relevant performance period. Notwithstanding anything to the contrary in the applicable award agreement, any unvested equity awards that so vest will be settled within three (3) business days following sixty (60) days after the receipt by the Employer of an executed Release; provided, however. , that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i), (iii), (iv) and (iiiv) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in of Control.

Termination by the Employer Without Cause. (a) The employment of the Employee hereunder and this Agreement may be terminated by the Employer at any time without Cause. If the Employer terminates the Employee's ’s employment without CauseCause (and such termination is not pursuant to Section 7.1 or 7.2), the Employer will (i) shall pay to Employee his Salarythe Employee, within 30 days after such termination, the base salary provided for in Section 3.1 accrued to the date of such termination and not theretofore paid. In addition, in lieu of any severance or termination benefits generally payable to employees under any of the Employer’s plans, policies or practices, and subject to Section 7.3(b) and to Executive’s compliance with the provisions of Sections 8, 9, and 10, the Employer shall continue to pay Employee’s base salary, in accordance with the Employer’s normal payroll practice, for a period of twelve (12i) three months, commencing no later than if such termination occurs prior to the tenth business day following sixty (60) days after first anniversary of the date of Employee’s separation from service ; hereof, or (ii) waive the applicable COBRA continuation coverage for Employee (andsix months, if applicable his spouse such termination occurs after the first anniversary and eligible dependents) for a period before the third anniversary of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date hereof. The rights and benefits of Employee’s separation from servicesthe Employee under the benefit plans and programs of the Employer shall be determined in accordance with the terms and conditions of such plans and programs. Neither the Employee nor the Employer shall have any further rights or obligations under this Agreement, except as provided in this Section 7.3 and Sections 8, 9, and 10. (b) Employee shall not be entitled to receive the salary continuation payments described in paragraph (a) unless he executes a general release of claims against the Employer in the form annexed as Exhibit A hereto (but with such changes therein as may be necessary to comply with changes in law to make it effective) within forty-five (45) days of termination of employment and does not revoke such release within any applicable revocation period. Notwithstanding the preceding provisions of this Section 6.2(cparagraph (a), in all payments of such salary continuation that would otherwise be due prior to the event sixtieth (60th) day after the Employee’s termination of employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will (i) pay shall be delayed and paid to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day first payroll date on or following the date of Employee’s separation from service sixtieth (ii60th) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of after the Employee’s separation from service termination of employment, and (ii) Salary and any remaining salary continuation payments due under this Section 7.3 shall be paid in accordance with the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change normal payment dates specified in ControlSection 7.3(a).

Termination by the Employer Without Cause. If Executive’s employment may be terminated by the Employer terminates without Cause at any time upon written notice to Executive, which termination will be effective immediately or on such later date as specified in the Employee's written notice. In the event Executive’s employment is terminated without CauseCause before, or more than one year after, a Change in Control (as defined below) shall have occurred, Executive shall receive any unpaid Base Salary through the date of termination within 30 days after the date of termination. In addition, Executive shall receive the following benefits, provided Executive signs a release and waiver of claims in favor of the Employer, any business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Employer (each, an “Affiliate”), and their respective officers and directors in a form provided by the Employer no later than the date of termination (the “Release”) and the Release has become effective within 30 days after the date of termination: (i) For the greater of the number of months remaining in the Employment Period or 12 months (such number of months, the “Severance Period”), the Employer will (ia) continue to pay to Employee his Salary, Executive’s Base Salary in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after effect on the date of Employee’s separation from service ; termination and (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iiib) pay 100% 1/12 of Employeethe highest annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding the year in which Executive’s Incentive Amountemployment terminates, in a lump-sum payment payable no later then such payments to be made on the tenth business day following the date of Employeesame periodic dates as salary payments would have been made to Executive had Executive’s separation from services. Notwithstanding the preceding provisions employment not been terminated, subject to compliance with Section 9(i) of this Section 6.2(c), in Agreement regarding the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time requirements of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 19861986 (the “Code”); and (ii) Executive will receive a welfare continuance benefit in an amount equal to the product of (x) the number of months in the Severance Period times (y) the excess of the monthly premium that would apply as of Executive’s date of termination for continued health, dental and vision plan coverage for Executive and Executive’s “qualified beneficiaries” (as amendeddefined in Section 4980B of the Code) over the monthly amount that Executive paid for such coverage immediately before Executive’s termination. Such payment will be made only for individuals (including Executive) who are covered under such plan or plans immediately prior to Executive’s termination, but without regard to whether an election for coverage under the amounts described Consolidated Omnibus Budget Reconciliation Act of 1985 is made. Such payment will be made in (ia lump sum on the 30th day after date of termination of Executive’s employment, net of employment and income tax withholding. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(c) and (iiior under Section 4(d) of this sentence will be paid on Agreement in the same schedule as event the Employer determines that Executive has breached any of the covenants set forth in the first sentence Section 5 of this paragraphAgreement and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 6 of this Agreement. For purposes of Further, in such a proceeding, the preceding sentenceEmployer shall seek, Salary and the Incentive Amount Executive shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior liable to return to the effective Employer, any payments made to Executive under this Section 4 dating back to the date of the Change in Controloriginal breach.

Termination by the Employer Without Cause. If Executive’s employment may be terminated by the Employer terminates without Cause at any time upon 90 days’ written notice to Executive, following the Employee's vote of at least two-third of the members of the Board approving such termination, which termination will be effective immediately or on such later date as specified in the written notice. It shall not constitute a breach of this Agreement for the Employer to suspend Executive’s duties and to place Executive on paid leave during the notice period. In the event Executive’s employment is terminated without CauseCause before, or more than one year after, a Change in Control (as defined below) shall have occurred, Executive shall receive any unpaid Base Salary through the date of termination within 30 days after the date of termination. In addition, Executive shall receive the following benefits, provided Executive signs a release and waiver of claims in favor of the Employer, any business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Employer (each, an “Affiliate”), and their respective officers and directors in a form provided by the Employer no later than the date of termination (the “Release”) and the Release has become effective within 30 days after the date of termination: (i) For the greater of (x) three months or (y) 12 months less the number of full or partial months from the Effective Date through the date of termination (such applicable number of months, the “Severance Period”), the Employer will (ia) continue to pay to Employee his Salary, Executive’s monthly Base Salary in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after effect on the date of Employee’s separation from service ; termination and (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iiib) pay 100% 1/12 of Employeethe highest annual bonus paid or payable, including by reason of any deferral, for the two years immediately preceding the year in which Executive’s Incentive Amountemployment terminates, in a lump-sum payment payable no later then such payments to be made on the tenth business day following the date of Employeesame periodic dates as salary payments would have been made to Executive had Executive’s separation from services. Notwithstanding the preceding provisions employment not been terminated, subject to compliance with Section 9(i) of this Section 6.2(c), in Agreement regarding the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time requirements of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 19861986 (the “Code”); and (ii) Executive will receive a welfare continuance benefit in an amount equal to the product of (x) the number of months in the Severance Period times (y) the excess of the monthly premium that would apply as of Executive’s date of termination for continued health, dental and vision plan coverage for Executive and Executive’s “qualified beneficiaries” (as amendeddefined in Section 4980B of the Code) over the monthly amount that Executive paid for such coverage immediately before Executive’s termination. Such payment will be made only for individuals (including Executive) who are covered under such plan or plans immediately prior to Executive’s termination, but without regard to whether an election for coverage under the amounts described Consolidated Omnibus Budget Reconciliation Act of 1985 is made. Such payment will be made in (ia lump sum on the 30th day after date of termination of Executive’s employment, net of employment and income tax withholding. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(c) and (iiior under Section 4(d) of this sentence will be paid on Agreement in the same schedule as event the Employer determines that Executive has breached any of the covenants set forth in the first sentence Section 5 of this paragraphAgreement and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 6 of this Agreement. For purposes of Further, in such a proceeding, the preceding sentenceEmployer shall seek, Salary and the Incentive Amount Executive shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior liable to return to the effective Employer, any payments made to Executive under this Section 4 dating back to the date of the Change in Controloriginal breach.

Termination by the Employer Without Cause. If Employee’s employment hereunder may be terminated at any time by the Employer terminates without Cause upon thirty (30) days’ prior written notice (or upon prior written notice if the Parent Board determines in good faith that circumstances require immediate termination) furnished by the Employer to Employee's . Upon the termination of employment by the Employer without Cause, all obligations of the Employer will under this Agreement shall forthwith terminate, except that the Employer, in addition to the Accrued Obligations, shall (a) make a payment, in lieu of any other remedies available to Employee, in an amount equal to either (i) pay if the Termination Date occurs prior to the second anniversary of the Effective Date, 100% of the Base Salary for the period from the Termination Date until the expiration of the Initial Term, or (ii) if the Termination Date occurs during the Initial Term but after the second anniversary of the Effective Date or during any Renewal Period, 100% of the Base Salary for the period from the Termination Date until that date which is the third anniversary of such Termination Date and (b) make available to Employee his Salaryall medical and dental benefits otherwise provided to Employee during Employee’s employment with the Employer at the sole cost and expense of the Employer from the Termination Date until the earlier of (i) the expiration of the Initial Term or the Renewal Period (as the case may be) or (ii) the date which is eighteen months following the Termination Date, in accordance with normal payroll practice, for a period the terms of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employee’s separation from service ; (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer any such benefits provided to the Employer’s most senior executive officers. The payments referred to in clause (a) without Cause at above are payable over time in accordance with the time payroll practices of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to beginning once any revocation period in the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Release expires without being revoked by Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. , that Employee must have returned (and not revoked) the Release within 45 days following the Termination Date in order to the extent necessary be entitled to comply such payments and such payments may be subject to a six (6) month delay in accordance with Section 409A of as provided in Section 1.09 above. The Employer shall provide the Internal Revenue Code of 1986, as amended, Employee the amounts described in (i) and (iii) of this sentence will be paid Release on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in ControlTermination Date.

Termination by the Employer Without Cause. If the Employer terminates the Employee's employment without Causeof the Employee for any reason other than those specified in SECTIONS 2(a), (b), (c) or (e), the Employer will (i) shall pay to Employee his Salarythe Employee, in accordance with normal the Employer's customary payroll practicepractices, the base salary which he would be entitled to receive pursuant to SECTION 1(c)(I) for the remainder of the Term, and the Employee shall continue to remain bound by the provisions of SECTION 3(B) and each of the other provisions of SECTION 3 for the remainder of such Term. In the event of such termination of employment, the Employee shall also be entitled to the Incentive Bonus and Performance Bonus payments specified in SECTION 2(b). In addition, the Employer shall pay to the Employee, promptly following the end of the Termination Year, a period Performance Bonus, if any is earned for the Termination Year, equal to the Performance Bonus he would have received if he had been employed for the full Termination Year multiplied by a percentage the numerator or which is the number of full calendar months in the Termination Year during which the Employee was employed hereunder and the denominator of which is twelve (12) months, commencing no later than and multiplying the tenth business day following sixty (60) days after the date of Employee’s separation from service ; (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated resultant number by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Control, the Employer (or successor employer to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A same percentage of the Internal Revenue Code of 1986, as amended, Bonus Pool that he was paid for the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service calendar year immediately prior to the effective date Termination Year. In addition, although the Employer is not obligated to pay the Employee any additional salary pursuant to SECTION 1(c)(1) or other compensation hereunder following the expiration of the Change Term (except as provided above in Controlthis SECTION 2(f)), if the Employer, at its option, elects to continue to pay such salary for the one- or two-year period following the expiration of the Term, the Employee shall continue to be bound by the provisions of SECTION 3(b) for such additional year or years, as the case may be. In any event, the Employee shall continue to be bound by all of the other provisions of SECTION 3 for the time periods specified therein. The Employer shall have no liability to the Employee for termination of employment of the Employee without Cause other than as provided in this Section 2(f).

Termination by the Employer Without Cause. If The Employer may terminate this Agreement and the Employee’s employment at any time without cause immediately on written notice. In the event that the Employer terminates this Agreement and the Employee's ’s employment without Causecause as provided by this Section 5.4, the Employer will (i) shall pay to the Employee his Salary, in accordance with normal payroll practice, for a period all amounts owed by the Employer to the Employee under this Agreement as of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of termination set out in the written notice of termination, and the Employee shall be entitled to be paid the following payments in lieu of any additional notice of termination: (a) an amount in lieu of any entitlement to annual incentive for the calendar year in which the Employee is terminated equivalent to the average amount of annual incentive paid to the Employee respecting the previous two calendar years pro-rated from the beginning of the calendar year in which the Employee is terminated to the date of written notice of termination; (b) an amount equivalent to twenty four (24) months Annual Salary and twenty four (24) months incentive under the terms of the short term incentive plan in place at the time of termination, which incentive will be based on the average incentive earned in the previous two calendar years; (c) an amount equivalent to the sum of all Registered Pension Plan, supplemental pension plan contributions and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee’s separation from service ; , which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (ii24) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day months immediately following the date of Employee’s separation from services. Notwithstanding the preceding provisions termination of this Section 6.2(c), in the event Agreement. At the Employee’s employment is terminated option, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer Employer. The parties acknowledge and agree that these amounts are payable as damages and not as a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termination shall be exercisable in accordance with the terms of the Restricted Stock Unit Plan in force as of the date of termination of this Agreement. This Section 5.4 shall not apply and the Employee shall not be entitled to any payments as set out in this Section 5.4 where the Employee resigns, retires (whether or not the successor employer to retirement is at the Employer) without Cause ’s direction in accordance with the Employer’s retirement policy that may be in place at the time of retirement) or within twelve months after the effective date of a Change of Controlis terminated pursuant to Section 5.2, the Employer (5.3 or successor employer to the Employer following the Change of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i) and (iii) 5.5 of this sentence will be paid on the same schedule as set forth Agreement except where specific provisions are in place in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater of (i) Salary and the Incentive Amount as determined at the time of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in ControlRestricted Stock Unit Plan.

Termination by the Employer Without Cause. If the The Employer terminates the Employee's may terminate Executive’s employment without Causecause by a two-thirds majority vote of the Boards, excluding Executive, at any time during the Employer will (i) pay to Employee his Salaryterm of this Agreement, in accordance with normal payroll practice, for a period of twelve (12) months, commencing no later than by giving the tenth business day following Executive sixty (60) days after days’ written notice of such termination, during which notice period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the date terms of Employeethis Agreement. During the notice period, Executive must fulfill all of Executive’s separation from service ; (ii) waive the applicable COBRA continuation coverage for Employee (andduties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if applicable his spouse and eligible dependents) for a period of twelve (12) months; (iii) pay 100% of Employee’s Incentive Amount, in a lump-sum payment payable no later then the tenth business day following the date of Employee’s separation from servicesany. Notwithstanding the preceding provisions foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of this Section 6.2(c), in the event the Employee’s employment Bank. If Executive is terminated by under this section, within thirty (30) days following the Employer (or conclusion of the successor employer to notice period and receipt of the Employer) without Cause at the time of or within twelve months after the effective date of a Change of Controlsigned separation agreement described below, the Employer Bank shall provide Executive: (or successor employer to the Employer following the Change of Controla) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable payment consisting of Executive’s Base Salary for six (6) months or the remainder of the Term, whichever is longer; (b) a lump sum payment consisting of a pro-rated bonus at Executive’s bonus target (based on the 60th day following number of days in the date of Employee’s separation from service (ii) waive calendar year for the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) monthsyear in which the termination without cause occurs); and (iiic) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on by the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary and the Incentive Amount shall be the greater Bank of (i) Salary and Executive's COBRA coverage for six (6) months or the Incentive Amount as determined at the time remainder of the EmployeeTerm, whichever is longer, provided Executive is covered under the Bank’s separation from service health plan and timely elects continued coverage under COBRA, or (ii) Salary the health plan reimbursement amount described in Section 3.5 above. Executive expressly agrees and the Incentive Amount acknowledges that all payments and benefits referenced herein which may be paid to Executive as determined assuming a separation from service immediately prior result of a Termination Without Cause are conditioned upon and subject to the effective date Executive executing a valid separation agreement and general release, which includes a release of all claims the Change in ControlExecutive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executive.

Termination by the Employer Without Cause. If the Employer terminates shall terminate the Employee's ’s employment during the Term and prior to a Change in Control, without CauseCause (but not for Disability or in connection with the Employee’s death), the Employer will shall pay the Employee commencing within sixty (i60) pay days following termination (or with respect to Employee his SalarySection 9.2(d) below within sixty (60) days following the end of the respective performance period), in accordance with normal payroll practiceconsideration of Employee’s obligations under Section 13.2, and only if those obligations continue to be met during this payment period: (a) the greater of either his Base Salary until the end of the Term or his Base Salary for a period of twelve (12) months, commencing no later than the tenth business day following sixty (60) days after the date of Employeein accordance with Employer’s separation from service regular payroll practices; (iib) waive Bonus(es) with respect to each August 31 remaining in the applicable COBRA continuation coverage for Term in amount(s) equal to Employee (and, if applicable his spouse annual Base Salary and eligible dependents) for a period of twelve (12) monthspayable in each case on the next October 31; (iiic) pay 100% vesting of Employee’s Incentive Amount, in a lump-sum payment payable no later then any unvested units from the tenth business day following the date award of Employee’s separation from services. Notwithstanding the preceding provisions of this Section 6.2(c), in the event the Employee’s employment is terminated by the Employer (or the successor employer to the Employer) without Cause at the time of or within twelve months after restricted stock units issued the effective date of this Agreement in accordance with paragraph 2 of Exhibit A (the “RSU Award”), (d) vesting of any other equity award which has time-based vesting (an “Other Time-Based Award”) in accordance with the terms of the agreements for such Other Time-Based Awards; and (e) vesting of any equity award which has performance-based vesting (a Change “Performance-Based Award”) in accordance with the terms of Controlthe agreements for such Performance-Based Awards (the RSU Awards, Other Time-Based Awards, and Performance-Based Awards, collectively the “Awards”). Notwithstanding the foregoing, any Performance-Based Award shall vest if, and only if, at the end of the applicable performance period the performance criteria for each Performance-Based Award is achieved and then only to the extent of such achievement. The pro-rata portion of the Awards to which the Employee shall be entitled or eligible to have vested pursuant to this Section 9.2 shall be determined by multiplying the number of shares then subject to such Awards by a fraction, the Employer (or successor employer to numerator of which is the Employer following the Change number of Control) will (i) pay to Employee an amount equal to his Salary for a period of twenty-four (24) months, in a lump sum payable on the 60th day following whole months elapsed from the date of Employee’s separation from service (ii) waive the applicable COBRA continuation coverage for Employee (and, if applicable his spouse and eligible dependents) for a period of twenty-four (24) months; and (iii) pay 200% of Employee’s Incentive Amount, in a lump-sum payment payable on the 60th day following the date of Employee’s separation from service; provided, however. that to the extent necessary to comply with Section 409A grant of the Internal Revenue Code Award until the Date of 1986, as amended, the amounts described in (i) and (iii) of this sentence will be paid on the same schedule as set forth in the first sentence of this paragraph. For purposes of the preceding sentence, Salary Termination and the Incentive Amount shall be denominator of which is the greater number of (i) Salary and whole months for the Incentive Amount as determined at the time regularly scheduled vesting of the Employee’s separation from service and (ii) Salary and the Incentive Amount as determined assuming a separation from service immediately prior to the effective date of the Change in Controlsuch Awards.